TCR_Public/130128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 28, 2013, Vol. 17, No. 27

                            Headlines

22ND CENTURY: Sabby Healthcare Discloses 9.9% Equity Stake
250 AZ: Case Summary & 20 Largest Unsecured Creditors
ABB/CON-CISE: Moody's Affirms 'B2' CFR; Rates Facilities 'B2'
ACCREDITED HOME: REIT Shareholders OK Liquidation Plan
AHERN RENTALS: District Court Won't Restore Plan Exclusivity

AIRTRONIC USA: Global Digital Gets Bridge Loan for Planned Merger
AIRVANA NETWORK: S&P Withdraws 'CCC-' Corporate Credit Rating
AMERICAN AIRLINES: To Sell $750MM of EETCs at Low Rates
AMERICAN AIRLINES: Court OKs Aircraft Purchase Agreements
AMERICAN AIRLINES: Trans World Pilots Appeal Contract Approval

AMERICAN AIRLINES: Agrees with U.S. Bank on Suit Consolidation
AMERICAN INT'L GROUP: Asks Ex-CEO to Inform Ct. If He Will Appeal
AMERICAN REALTY: Hearing on Plan Exclusivity on Feb. 13
AMERICAN SUZUKI: Can Increase DIP Financing to $100 Million
AMERICAN SUZUKI: Files Schedules of Assets and Liabilities

APPLIED MINERALS: Receives $5.5 Million from Securities Sale
ARCAPITA BANK: Wants 7th Extension of Exclusivity Until Feb. 28
ARCAPITA BANK: Tide Reiterates Request to Lift Stay
ARCHDIOCESE OF MILWAUKEE: To Release Priest's Info to Police
ARCHDIOCESE OF MILWAUKEE: No Statute of Limitations, Says Claimant

ARCHDIOCESE OF MILWAUKEE: Church Bleeding Cash
ATARI INC: Gets New DIP Lender as Judge Blasts Prior Deal
ATP OIL: Sale Procedures' Approval Sought
AVCORP INDUSTRIES: Ceases Bombardier Litigation in Quebec Court
AVCORP INDUSTRIES: Ceases Litigation with Bombardier in Quebec

BAKERS FOOTWEAR: Robert J. Blackwell Named Chapter 7 Trustee
BAKERS FOOTWEAR: Great American Group to Handle Liquidation
BEALL CORP: Wabash National Agrees to Acquire Certain Assets
BEALL CORP: Wash. Revenue Dept. Loses Case Dismissal Bid
BIG PAPA'S: Case Summary & 20 Largest Unsecured Creditors

BIOLITEC INC: Case Summary & 20 Largest Unsecured Creditors
BIOPURE CORP: Massachusetts Agency Loses 1st Cir. BAP Appeal
BLUEGREEN CORP: Signs Marketing Alliance With Choice Hotels
BROOKE CORP: Kansas Court Rules in Unicredit v. Eastman
CAPE FEAR BANK: FDIC Fails to Dismiss Trust's Counterclaims

CCC ATLANTIC: Wants Court's Nod to Pay Critical Vendors
CE GENERATION: S&P Lowers Rating on Senior Secured Notes to 'BB'
CENTENNIAL BANK: Western Alliance Signs Deal to Buy Bank
CHARLIE MCGLAMRY: Exclusive Plan Filing Period Extended to March 5
CHINA ORGANIC: Files Amended Annual Report for 2010

CIRCLE ENTERTAINMENT: "Huff" Lawsuit Settlement Becomes Final
COEUR D'ALENE: Moody's Assigns 'B2' CFR; Rates $200MM Notes 'B3'
COEUR D'ALENE: S&P Assigns 'BB-' ICR to Proposed $200MM Notes
CREDITRON FINANCIAL: Tues. Hearing on Bid to Convert Owners' Case
DEEP PHOTONICS: nLight Photonics Seek Dismissal of Chapter 11 Case

DEWEY & LEBOEUF: Judge Skeptical of Push to Toss Layoff Suit
DIAGNOSTIC VENTURES: Ex-CEO Ducks Securities Suit Over Bankruptcy
DEWEY & LEBOEUF: EY LLP to Provide Additional Services
DEX ONE: To Discuss Proposed Merger Plans with Senior Lenders
DISCOVERY TOURS: Case Summary & 20 Largest Unsecured Creditors

DNL INDUSTRIES: Voluntary Chapter 11 Case Summary
DO-JARR INC.: Case Summary & 3 Largest Unsecured Creditors
DOUGLAS F. VAUGHAN: Wollen Mortgages Not Preferential
DREIER LLP: Trustee Demands Ex-IP Head, Partners Cough Up Funds
EASTMAN KODAK: Receives Approval for $844 Million Loan

EDISON MISSION: Debtor and Creditors May Investigate Parent
EDUCATION HOLDINGS: Prepack Plan Set for March 7 Confirmation
ELECTRICAL COMPONENTS: Moody's Affirms 'B2' CFR; Outlook Stable
ENERGY FUTURE: EFIH Revises 2012 Income Estimates to $321 Million
EXECUTIVE CENTER: Seeking Dismissal of Chapter 11 Case

FAIRPOINT COMMUNICATIONS: Maine High Court Affirms PUC Ruling
FIRST HORIZON: Moody's Rates Non-Cumulative Preferred Stock 'Ba2'
FLAT OUT CRAZY: Restaurant Chain Files for Bankruptcy
FRANK PARSONS: Response Deadline in Clawback Suits Extended
FRANK PARSONS: Chesapeake Mission Response Deadline Extended

FREDDIE MAC: GE Settles FHFA Suit over Mortgage Bonds
GALLANT ACQUISITIONS: Court Dismisses Chapter 11 Case
GLACIAS LLC: Case Summary & 3 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Key Creditors Approve Reorganization Plan
HAWKER BEECHCRAFT: Thurs. Hearing on Plan, Pensions & Retiree Deal

HAWKER BEECHCRAFT: Asks for Approval of JPMorgan Exit Financing
HERON LAKE: Extends AgStar Forbearance Agreement Until Feb. 28
HMC/CAH CONSOLIDATED: Emerges From Chapter 11 Bankruptcy
HOSTESS BRANDS: Bows to Some Union Objections on Claim Process
HOSTESS BRANDS: Creditors Object to Break-Up Fee in Flowers Deal

HOWREY LLP: $159MM Antitrust Deal Bodes Well for Creditors
HUNTINGTON INGALLS: Fitch Affirms Issuer Default Rating at 'BB'
ICON HEALTH: S&P Lowers Rating on Senior Secured Notes to 'B-'
IMMUCOR INC: S&P Affirms 'B+' Corporate Credit Rating
JACKSONVILLE BANCORP: CapGen Discloses 45.6% Equity Stake

JETSTAR PARTNERS: Facing Chapter 7 Liquidation
JOHN TIMOTHY EAGAN: NC Developer Wins Confirmation of Exit Plan
KB HOME: S&P Revises Outlook to Stable; Affirms 'B' CCR
LAKELAND DEVELOPMENT: Cour Ruling Says Loeb Not "Disinterested"
LARSON LAND: Trustee Employs Cook Martin as Accountants

LAXMEE INC: Principals Hit With $380K Judgment on Contract Breach
LCI HOLDING: Creditors Committee Taps Pachulski Stang as Counsel
LCI HOLDING: Wins Approval for KCC as Claims and Notice Agent
LEHIGH COAL: $93,800 in Claims for Wages, Medical Costs Allowed
LERNOUT & HAUSPIE: Goldman Not Liable for Failed $580MM Deal

LITHIUM TECHNOLOGY: Appoints Two Directors to Fill Vacancies
LIVE OAK: Court Dismisses Chapter 11 Bankruptcy Case
LNR PROPERTY: S&P Puts 'BB-' Issuer Credit Rating on CreditWatch
LOCATION BASED TECHNOLOGIES: Amends Report on Accountant Switch
LOCATION BASED TECHNOLOGIES: Director Ronald Warner Dies

LOST PENINSULA: Contractor's Insurer Cleared From Liability
MASSACHUSETTS LIFECARE: Sale Gives No Immunity From Suit
MEDIA GENERAL: Gabelli Funds Owns 5.9% of Class A Shares
MENDOCINO COAST: Jerry Seelig Named Patient Care Ombudsman
MERIDEN HOTEL: Case Summary & 20 Largest Unsecured Creditors

MOLYCORP INC: S&P Assigns 'CCC' ICR to Proposed Sr. Notes Due 2018
MONROEVILLE TAVERN: Case Summary & 20 Largest Unsecured Creditors
MOORE FREIGHT: Hires Baker Donelson as Special Counsel
MUSCLEPHARM CORP: Has Agreement to Sell 1.5MM Preferred Shares
NEW ENGLAND COMPOUNDING: Committee Allowed to Sue Owners

NEWLEAD HOLDINGS: Inks One-Year Coal Supply Agreement
NEWLEAD HOLDINGS: Doesn't Know How to Treat Capital in Financial
NNN PARKWAY 400: Breakwater Equity Files Suit vs. LNR
NORTEL NETWORKS: Has First Approval to End Retiree Welfare Plans
NORTEL NETWORKS: Creditor Mediation Ends Without Agreement

OLD REDFORD: S&P Lowers Rating on Series 2005 & 2010 Bonds to 'BB'
OLD SECOND BANCORP: Reports 4th Quarter Net Income of $253,000
PACKAGING DYNAMICS: S&P Affirms 'B' Corporate Credit Rating
PARADISE VALLEY: Can Hire Patten Peterman as Counsel
PARADISE VALLEY: Court Approves Holmes & Turner as Accountants

PARADISE VALLEY: Court Approves Timothy Murphy as Realtor
PATRIOT COAL: UMWA and Sureties' Motions to Transfer Venue Denied
PEAK RESORTS: Court Approves Bonadio & Co as Accountant
PEAK RESORTS: Court Okays BDO Capital as Investment Banker
PENNFIELD CORP: Can Use Fulton Cash Collateral Until Feb. 2

QBEX ELECTRONICS: Can Employ GrayRobinson P.A. as Counsel
RESIDENTIAL CAPITAL: To Pay $297.6-Mil. to Fannie Mae
RICHARD C. SINCLAIR: Calif. Appeals Court Rules in Katakis Dispute
ROCMEC MINING: Delays Filing of Annual Financial Statements
SAMUEL ADAMS: Voluntary Chapter 11 Case Summary

SATCON TECHNOLOGY: Revised Sale Procedures Motion Filed
SATCON TECHNOLOGY: Committee's Challenge Period Extended
SCOTTS MIRACLE-GRO: S&P Lowers Unsecured Debt Rating to 'BB-'
SEDONA ASSOCIATES: Voluntary Chapter 11 Case Summary
SESAC HOLDCO: Moody's Assigns 'B2' CFR; Rates 1st Lien Loan 'B1'

SNO MOUNTAIN: Chapter 11 Trustee Hires SSG Advisors as Bankers
SORENSON COMMUNICATION: Moody's Withdraws '(P)Caa2' Corp. Rating
SOUTHERN AIR: Disclosure Statement Hearing on Jan. 29
SOUTHLAKE HOLDINGS: Case Summary & 4 Unsecured Creditors
SPECIALTY PRODUCTS: Asbestos Creditors Tap Counsel for Bondex Suit

SPIRIT REALTY: Inks Merger Agreement with Cole Credit Property
ST. JOSEPH CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating
STAGECOACH INN: Files Bankruptcy to Halt Seizure of Liquor License
SUPERMEDIA INC: To Discuss Proposed Merger Plans with Sr. Lenders
TERVITA CORP: Moody's Affirms 'B3' CFR; Outlook Negative

TERVITA CORP: S&P Lowers Corporate Credit Rating to 'B-'
THQ INC: Section 341(a) Meeting Set for Today
THQ INC: Asset Sale Triples Value of Unsecured Notes
UNI-PIXEL INC: Sets Conference Call on Feb. 26 to Discuss Results
VELATEL GLOBAL: Unregistered Securities Sale Exceeds 5% Threshold

VELO HOLDINGS: Plan Okayed, Secured Lenders Taking Ownership
VERSO PAPER: S&P Lowers Sr. Unsecured Term Loan Rating to 'CC'
VERTIS HOLDINGS: Has Authority to Continue Using Cash Collateral
VERTIS HOLDINGS: Can Hire FTI as Communications Consultant
VORNADO REALTY: Fitch Rates $300MM Series L Preferred Stock 'BB+'

WEEKLEY HOMES: S&P Assigns 'BB-' CCR; Outlook Stable
WELLNESS CENTER: Li and Company Raises Going Concern Doubt
WEX INC: S&P Assigns 'BB' ICR; Rates $1.1BB Credit Facility 'BB'
WORLDCOM INC: 2nd Cir. Split on Allowing Untimely Appeal
ZINCO DO BRASIL: Incurs $1.7-Mil. Net Loss in Nov. 30 Quarter

* Dems Want Private Student Loan Discharges in Bankruptcies
* Moody's Says JOBS Act's Investment Sector Implications Mixed
* Financial Market Turmoil in Europe Hits Banks' Credit Profiles
* U.S. Auto ABS Losses End 2012 Higher, Fitch Reports

* Mary Jo White Named Securities & Exchange Commission Chair
* CAS Recognized as Best Attorneys in Foreclosure Defense

* BOND PRICING -- For Week From Jan. 21 to 25, 2013



                            *********

22ND CENTURY: 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., and its
affiliates disclosed that, as of Jan. 15, 2013, they beneficially
own 3,128,299 shares of common stock of 22nd Century Group, Inc.,
representing 9.99% of the shares outstanding.  A copy of the
filing is available at http://is.gd/iCAS6Y

                         About 22nd Century

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed $2.63
million in total assets, $4.99 million in total liabilities and a
$2.35 million total shareholders' deficit.


250 AZ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 250 AZ, LLC
        6818 N. Oracle Road, Suite 420
        Tucson, AZ 85704

Bankruptcy Case No.: 13-00851

Chapter 11 Petition Date: January 22, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

About the Debtor: 250 AZ owns an 84.70818% tenant in common
                  interest in a 29-story office building located
                  at 250 East Fifth Street, in Cincinnati, Ohio.
                  An appraisal dated Jan. 16, 2013, established
                  the building value of $32,800,000.  The Debtor
                  is anticipating a partial interest valuation
                  that is estimated to be 80% of the building
                  value.  The Debtor's interest in the property is
                  thus valued at $22.04 million.  The Debtor also
                  owns other real estate in Ohio and Arizona.  CW
                  Capital Asset Management, as servicer for COBALT
                  CMBS CM Mortgage Trust, is owed $64.4 million,
                  secured by the Debtor's interest in the office
                  building.

Debtor's Counsel: Dennis M. Breen, III, Esq.
                  BREEN OLSON & TRENTON, LLP
                  4720 N. Oracle Road, Suite 100
                  Tucson, AZ 85705-1673
                  Tel: (520) 742-0808
                  Fax: (520) 844-1618
                  E-mail: dennis@botlawfirm.com

Scheduled Assets: $25,072,149

Scheduled Liabilities: $70,751,781

The petition was signed by George Hoxie, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CW Capital Asset Mgmt -            Tenant in Common    $64,405,238
Servicer for COBALT CMBS CM MTG    Interest
TRST 2006-C1
7501 Wisconsin Avenue, Suite 500
West Bethesda, MD 20814

Armed Forces Bank, N.A.            Property             $4,696,924
1111 Main Street, Suite 1600
Kansas City, MO 64105

Gabroy, Rollman & Bosse, P.C.      Commercial Office      $300,000
Profit Sharing Plan and Trust      Condos
3507 N. Campbell Avenue, Suite 111
Tucson, AZ 85719

CBRE Technical Services, LLC       Services               $149,801

The Predenkiewicz Rev. Trust       Residential Rental     $140,000

Joe & Sylvia Levkowitz Revocable   Commercial Office      $137,500
Trust                              Condo

Susan S. Courtney                  Commercial Office      $137,500
                                   Condo

ABM Janitorial Midwest             Services               $121,089

CB Richard Ellis                   Services               $100,235

Craig and Janine Courtney          Property               $100,000

Securitas Security Ser. Inc        Services                $94,249

CBRE 608844                        Services                $65,589

DeBra-Kuempel dba Emcor Services   Services                $62,090

Otis Elevator Co                   Services                $48,843

SMB Management Services            Janitorial Contract     $35,993

Chiquita Brands, LLC               Services                $34,433

SCS Construction Services, Inc.    Services                $18,402

TRANE ? Dallas                     Services                $13,826

Process Pump & Seal, Inc.          Services                $12,486

Site Stuff, Inc.                   Supplies                $10,884


ABB/CON-CISE: Moody's Affirms 'B2' CFR; Rates Facilities 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to ABB/Con-Cise
Optical Group LLC's proposed first lien senior secured credit
facilities, including a $260 million senior secured term loan B
and a $70 million senior secured revolver. The proceeds from the
senior secured credit facilities will be used, along with an
additional equity contribution by financial sponsor, New Mountain
Capital to finance the acquisition of Optical Distributor Group
LLC, refinance existing debt, and pay transaction fees and
expenses. At the same time, Moody's affirmed ABB Concise's B2
Corporate Family Rating and B3-PD Probability of Default Rating.
The outlook for the ratings is stable.

The ratings reflect a significant common equity contribution by
NMC as well as rollover equity by ODG management and existing
shareholders.

Moody's assigned the following ratings:

$70 million senior secured first lien revolving credit facility
due 2018, rated B2 (LGD3, 34%)

$260 million senior secured first lien term loan B due 2019,
rated B2 (LGD3, 34%)

Moody's expects to withdraw the following ratings upon close of
the transaction:

$40 million senior secured first lien revolving credit facility,
rated B2 (LGD3, 31%)

$115 million senior secured first lien term loan B, rated B2
(LGD3, 31%)

Ratings affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B3-PD

The rating outlook is stable.

All ratings are subject to review of final documentation.

Ratings Rationale

"The B2 Corporate Family Rating reflects the company's small
absolute size based on revenue and earnings, relatively high
financial leverage, weak cash flow coverage of debt, and limited
business-line and supplier diversity," stated Daniel Goncalves, an
Analyst at Moody's Investors Service.

"However, ABB's credit profile benefits from the company's leading
scale and market position among U.S. distributors of soft contact
lenses, further strengthened by the acquisition of ODG," continued
Gon‡alves.

On a pro forma basis for the twelve months ended September 30,
2012, the combined company's adjusted debt to EBITDA will be
approximately 4.9 times on a Moody's adjusted basis, excluding the
realization of acquisition synergies. Giving credit for
management's targeted acquisition-related synergies would result
in adjusted debt to EBITDA of about 4.5 times, and Moody's expects
financial leverage to improve to below 4.5 times over the next 12
to 18 months. The ratings also reflect the company's relatively
stable operating margins, good diversity across both customers and
geographies, and strong customer retention rates. Over the
intermediate-term, Moody's expects ABB to benefit from favorable
fundamentals within the U.S. optical industry, as well as
increased technological innovation within the contact lens market.

The rating outlook is stable, reflecting Moody's expectation that
financial leverage and free cash flow to debt will improve over
the next 12 to 18 months. That said, it is unlikely that these
improvements will be sufficient to warrant a higher rating over
this time period, given the company's small size and limited
business-line and supplier diversity. The ratings could be
upgraded if positive free cash flow is sustained, and leverage is
sustained below 3.5 times. The ratings could be downgraded if
there is a material contraction in the level of operating cash
flow, such that free cash flow remains negative or if leverage
rises above 5.0 times on a sustained basis. In addition, the
ratings could be lowered if the company's liquidity deteriorates.

The principal methodology used in rating ABB Concise was the
Global Distribution and Supply Chain Services methodology
published in November 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Coral Springs, Florida, ABB/Con-Cise Optical
Group LLC ("ABB Concise") is the largest distributor of soft
contact lenses in the United States. On December 28, 2012, ABB
Concise completed an acquisition of Optical Distributor Group LLC,
the second largest distributor of contact lenses in the U.S., for
$350 million. The combined company supplies more than 30,000 eye
care professionals ("ECP") across the United States, primarily
comprised of independent ECPs ("IECP"), as well as other ECPs
including national retail chains and franchisees. ABB Concise also
designs and manufactures customized contact lenses, and operates
facilities in Florida, Massachusetts, and California. The company
is privately owned by financial sponsor, New Mountain Capital. The
combined company will have a pro forma revenue base of
approximately $850 million.


ACCREDITED HOME: REIT Shareholders OK Liquidation Plan
------------------------------------------------------
On Jan. 17, 2013, the shareholders of Accredited Mortgage Loan
REIT Trust approved a Plan of Liquidation previously adopted and
submitted to the shareholders by its Board of Trustees.  Pursuant
to the Plan of Liquidation, Accredited REIT will continue to
collect amounts payable to it, marshal and liquidate its remaining
assets and make periodic distributions to its shareholders.  The
primary purpose for adopting the Plan of Liquidation was to
clarify that future distributions to shareholders should be
treated as liquidating distributions for federal income tax
purposes. The Plan of Liquidation contemplates completion of the
liquidation process within three years.

Accredited REIT has received additional payments from the
Liquidating Trust and Consolidated Holdco estate in the matter
styled In Re: Accredited Home Lenders Holding Co., et al., Case
No. 09-11516 ("AHL Bankruptcy") pursuant to the provisions of the
Debtors' Fifth Amended Chapter 11 Plan of Liquidation approved on
May 24, 2011, by the U.S. Bankruptcy Court for the District of
Delaware.  The Board of Trustees of Accredited REIT has declared a
partial liquidating distribution to the holders of its 9.75%
Series A Perpetual Cumulative Preferred Shares in the aggregate
amount of $20,468,390.00, representing $5.00 per preferred share
outstanding.  The distribution from Accredited REIT will be paid
on February 22, 2013, to holders of record of its preferred shares
as of the close of business on February 6, 2013.  Upon completion
of this latest distribution, Accredited REIT will have distributed
an aggregate of $59,358,331.00, or $14.50 per share, to its
preferred shareholders since confirmation of the Fifth Amended
Plan.

Accredited REIT has now received its final payment from the
Liquidating Trust.  Accredited REIT may receive additional
payments from the Consolidated Holdco estate pursuant to the Fifth
Amended Plan.  However, the timing and amount of any such future
payments are beyond the control of Accredited REIT.  Copies of the
Fifth Amended Plan, the Fifth Amended Disclosure Statement, the
Bankruptcy Court's Order Confirming the Fifth Amended Plan and
other information concerning the AHL Bankruptcy may be found at
http://www.kccllc.com

The Board of Trustees of Accredited REIT will declare additional
liquidating distributions to the holders of its preferred shares
if, as and to the extent determined in the sole discretion of its
Board of Trustees, subject to the provisions of law, the Plan of
Liquidation, and the Declaration of Trust of Accredited REIT, as
amended and supplemented to date.

             About Accredited Mortgage Loan REIT Trust

Accredited Mortgage Loan REIT Trust, a subsidiary of Accredited
Home Lenders Holding Co., is a Maryland real estate investment
trust that was formed in May 2004 for the purpose of acquiring,
holding and managing real estate assets.

                      About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/-- was a mortgage banker servicing U.S.
markets for conforming and non-prime residential mortgage loans
operating throughout the U.S. and in Canada.  Accredited sold its
mortgage-servicing business in July 2009 as part of its
bankruptcy.

Accredited Home Lenders and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 09-11516) on May 1, 2009.
Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T.
Moore, Esq., at Hunton & William LLP, serve as the Debtors'
bankruptcy counsel.  Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as Delaware counsel.  Kurtzman Carson Consultants
is the Debtors' claims agent.  Andrew I Silfen, Esq., Schuyler G.
Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New
York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in
Washington, DC, represent the official committee of unsecured
creditors as co-counsel.  Neil R. Lapinski, Esq., and Shelley A.
Kinsella, Esq., at Elliott Greenleaf, represent the Committee as
Delaware and conflicts counsel.

Accredited Home Lenders estimated its assets at $10 million to
$50 million and its debts at $100 million to $500 million in
its Chapter 11 petition.


AHERN RENTALS: District Court Won't Restore Plan Exclusivity
------------------------------------------------------------
Nevada District Judge Larry R. Hicks on Wednesday denied the
request of Ahern Rentals, Inc., for a stay pending its appeal from
a bankruptcy court order rejecting its second motion for an order
extending the exclusivity periods to file and solicit acceptances
of a reorganization plan.

On March 23, 2012, prior to the expiration of Ahern's exclusivity
period, Ahern filed an initial motion seeking an extension of the
exclusivity period.  The bankruptcy court granted the motion and
extended Ahern's exclusivity period until aug. 20, 2012.

Prior to the expiration of the extended exclusivity period, Ahern
filed its Second Motion for Order Extending the Exclusivity Period
seeking to extend the exclusive plan filing date to Nov. 30, 2012,
and the exclusive period to solicit votes until Feb. 1, 2013.  The
second motion was contested by several creditors, and following an
initial hearing on Aug. 6, 2012, the bankruptcy court extended the
exclusive plan filing period for a second time until further order
of the court after another hearing.

On Oct. 31, 2012, the bankruptcy court held another hearing on the
extension of the exclusivity period. At the hearing, the
bankruptcy court granted the motion as it related to extending the
exclusive time to file a reorganization plan until Nov. 30, 2012,
but placed certain conditions on Ahern including (1) delivering
financial projections to certain creditors, (2) delivering a draft
plan of the reorganization to major creditors, and (3) filing the
plan and disclosure statement by Nov. 30, 2012. However, the
bankruptcy court continued Ahern's request to extend the exclusive
time to solicit creditor votes until the Nov. 30 deadline.

On Nov. 30, the bankruptcy court held another hearing to discuss
Ahern's reorganization plan.  At that time, Ahern had not filed a
copy of the reorganization plan as required.  Further, at the
hearing, the reorganization plan, which had been presented to the
creditors, was opposed by several major creditors.  As a result of
the creditors' concerns that the plan violated certain bankruptcy
rules, including the absolute priority rule, the bankruptcy court
requested further briefing from the parties and set another
hearing for Dec. 7.

On Dec. 7, the bankruptcy court held a hearing to consider whether
to extend Ahern's exclusivity period for vote solicitation until
Feb. 1, 2013, as requested by Ahern.  At the end of an extensive
hearing, and based on Ahern's behavior throughout the bankruptcy
proceedings, the bankruptcy court denied the request to extend the
vote exclusivity period for a second time.

On Dec. 20, 2012, two weeks after the bankruptcy court denied the
motion to extend the exclusivity period to solicit creditor votes,
Ahern filed the appeal.  Along with the notice of appeal, Ahern
filed an emergency motion to stay the bankruptcy court's order
terminating exclusivity.  The District Court granted that order
and, after a motion to modify the stay order, modified the initial
stay order.

In response to both Ahern's appeal, and the District Court's
orders, a group of creditors known as the Second Lien Noteholders
-- which include Del Mar Master Fund Ltd.; Feingold O'Keeffe
Capital, LLC; Nomura Corporate Research & Asset Management Inc.;
Wazee Street Capital Management, LLC; and Och-Ziff Capital
Management Group -- filed a motion to vacate the stay and dismiss
the appeal for lack of subject matter jurisdiction.

On Jan. 14, 2013, following a hearing before the court on Jan. 11,
the District Court granted the Second Lien Noteholders' motion,
dismissed the bankruptcy appeal, and vacated the court's stay
orders (Troubled Company Reporter, Jan. 17, 2013).  In response,
Ahern appealed the court's order of dismissal.  Thereafter, Ahern
filed the motion to stay pending appeal.

Ahern contends that a stay pending appeal is appropriate because
it is likely to succeed on the merits of its appeal for three
reasons: (1) the court's order dismissing the bankruptcy appeal
for lack of jurisdiction was in error; (2) the issue of whether
the exclusive period for plan solicitation is automatically
extended upon an extension of the exclusive period for plan filing
is a matter of first impression in the Ninth Circuit; and (3) the
Ninth Circuit's review of the court's dismissal order is de novo.

District Judge Hicks, however, disagrees and finds that a stay
pending appeal is not warranted because Ahern is not likely to
succeed on the merits of its appeal.

Judge Hicks said Ahern's argument -- that the issue of whether the
exclusive plan solicitation period is automatically extended 60
days beyond the extension of the exclusive plan filing period is
an issue of first impression in the Ninth Circuit -- supports
denying Ahern's motion because, as it is an issue of first
impression for the court, Ahern has failed to make a showing that
the Ninth Circuit is likely to agree with its interpretation of
the bankruptcy rules.

"This is especially true in light of earlier precedent from the
bankruptcy appellate panel in In re Henry Mayo, which lead this
court towards a different interpretation of the rules.  Second,
the only legal support Ahern proffers for its position is
nonbinding, non-precedential, unpersuasive, and in some cases
unpublished, district court cases from outside the Ninth Circuit.
The court finds Ahern's proffered legal support disingenuous in
light of its claim that the court's dismissal order was in error
for citing to non-binding but persuasive, published Ninth Circuit
precedent," Judge Hicks said.

Judge Hicks also was not convinced with Ahern's argument that the
District Court should issue a stay pending appeal because the
Ninth Circuit would review the court's dismissal order de novo.
"Ahern claims that because there is a de novo review of the
court's order then that in itself constitutes a basis for finding
that it is likely to succeed on the merits. This argument is
nonsensical and without merit. At no point in its motion does
Ahern put forth any reasonable argument as to why the Ninth
Circuit would disagree with the court's dismissal order," Judge
Hicks said.

The case before the District Court is, AHERN RENTALS, INC.,
Appellant, v. GOLDMAN SACHS PALMETTO STATE CREDIT FUND, L.P., et
al., Appellees, No. 3:12-CV-0676-LRH-VPC (D. Nev.).  A copy of the
District Court's Jan. 23, 2013 Order is available at
http://is.gd/Sc2jOVfrom Leagle.com.

                       About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

The Debtor's Plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
The Review-Journal's report, Judge Beesley said he does not think
Ahern's plan offers full repayment -- known as present value -- so
the owners cannot hang on to their entire positions under
bankruptcy law.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


AIRTRONIC USA: Global Digital Gets Bridge Loan for Planned Merger
-----------------------------------------------------------------
Global Digital Solutions on Jan. 25 disclosed that it has secured
$750,000 to finance a bridge loan that will facilitate the planned
merger with Airtronic USA.

Because Airtronic is currently a "debtor in possession" under
Chapter 11 of the Bankruptcy Code, the $750,000 bridge loan from
GDSI to Airtronic was subject to approval from the United States
Bankruptcy Court for the Northern District of Illinois.  Approval
for the bridge loan was granted on October 18, 2012.

On August 20, 2012, the companies announced that they had signed a
letter of intent to enter into good faith discussions involving a
potential strategic combination in which Airtronic would be
acquired by GDSI.  Having completed those good faith discussions,
the companies signed a merger agreement and reorganization plan on
October 16, 2012.  The agreement, which is also subject to
Bankruptcy Court approval, calls for Airtronic to continue to
operate as a subsidiary of GDSI.

"We're very excited that we have completed this critical phase of
the merger process between GDSI and Airtronic and we're looking
forward to completing the process as quickly as possible," said
GDSI founder and largest shareholder Richard J. Sullivan, who will
become chairman and CEO of GDSI after the acquisition is
completed.

"It's important to note," Mr. Sullivan added, "that Airtronic
instituted a policy twelve years ago never to sell weapons to the
domestic U.S. commercial and/or retail market.  And I applaud Dr.
Kett and her team for having the vision to embrace that policy.
Airtronic only supplies these weapons to the U.S. military and
designated militaries abroad.  That's an important distinction
that will continue to be a vital part of Airtronic's business
model going forward."

Airtronic's CEO and President, Dr. Merriellyn Kett, also commented
on the bridge loan: "I'm very pleased that we have taken this
important step in the merger process, which we believe will be
very beneficial to both companies and to our shareholders and
customers."

Once the merger is finalized, Dr. Kett is expected to continue
serving as CEO of Airtronic.

Dick Sullivan is an entrepreneurial pioneer.  He served as
Chairman and CEO of Applied Digital Solutions, where he executed a
technology rollup involving 42 acquisitions that succeeded in
increasing the company's share price from $2.50 to a peak of $18
per share.  During Mr. Sullivan's decade-long tenure as Chairman
and CEO, Applied Digital was one of the highest volume traded
stocks on NASDAQ.  Mr. Sullivan also served as Chairman and CEO of
Digital Angel Corporation and led the effort to spin off VeriChip
Corporation.  In 1970, he was a founding member of the management
team of Manufacturing Data Systems, Inc., which listed at $7.50
per share and was sold to Schlumberger N.V. in 1980 at $65 per
share.

PhDAirtronic's CEO and President joined the company in 2003 as a
partner and helped to refocus the business on several essential
battlefield weapons, including the M203 40mm Grenade Launcher -
one of the most widely used grenade launchers in the world - the
.50 cal. Machine Gun, the MK 19 Grenade Machine Gun, and most
recently the MK 777, a shoulder-fired recoilless rifle that is
light, lethal, and affordable.  Dr. Kett received her doctorate in
analytic philosophy from DePaul University in Chicago, IL, and
spent a year studying at the Sorbonne in Paris, France.  Before
joining Airtronic in 2003, she worked in infrastructure
development in China, building a metallurgical coking plant in
Shanxi Province.

               About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is refocusing
its business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.

                      About Airtronic USA

Airtronic -- http://www.Airtronic.net/-- is an electro-mechanical
engineering design and manufacturing company. It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  The company was founded in 1990 and is based in Elk
Grove Village, Illinois.  On May 16, 2012, the voluntary petition
of Airtronic, Inc. for liquidation under Chapter 7 was converted
to Chapter 11 reorganization.  The company had filed for Chapter 7
bankruptcy on March 13, 2012.


AIRVANA NETWORK: S&P Withdraws 'CCC-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC-' corporate
credit rating on Chelmsford, Mass.-based Airvana Network Solutions
Inc. at the request of the company.  As of Jan. 23, 2013, all debt
had been repaid, and the rated credit facility was terminated.
As a result the issue level rating is also withdrawn.


AMERICAN AIRLINES: To Sell $750MM of EETCs at Low Rates
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., parent of American Airlines Inc., intends
to take advantage of "historically low interest rates" to finance
the purchase of four new Boeing 777-323 aircraft and refinance
nine Boeing 737s already owned.

The report relates that the airline filed papers in bankruptcy
court Jan. 24 for approval of $750 million in aircraft financings
known as enhanced equipment trust certificates.  The economic
terms of the proposed financing aren't being disclosed publicly.
The new financing will be used to refinance debt on the nine 737s
maturing from now through July.  The 777s will be delivered from
April to August.

According to the report, there will be a bankruptcy court hearing
on Feb. 14 for approval of the financing.  At the same hearing,
AMR will seek the court's approval for an agreement where Republic
Airways Holdings Inc. will put 53 regional jets into service for
AMR between the middle of this year and early 2015.  The jets will
have 76 seats each.  The jets will fly under the banner of
American Eagle, the feeder airline for the mainline carrier.

The agreement with Republic represents the first time American has
contracted with a regional carrier other than subsidiary American
Eagle Airlines Inc.

                         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: Court OKs Aircraft Purchase Agreements
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., parent of American Airlines Inc., was
given authority from the bankruptcy court to sign modified
agreements with aircraft and engine manufacturers.  The economic
terms of the arrangements weren't disclosed publicly.

According to the report, the most comprehensive agreement is with
Boeing Co. to purchase new aircraft models, including the 737 Max.
There are also agreements with engine makers Rolls-Royce Plc and
General Electric Co.  The agreement with Boeing provides for the
manufacturer to provide financing for new aircraft purchases.  The
agreement with Airbus SAS provides for AMR to purchase A320
aircraft.

The report notes the aircraft and engine purchase agreements,
along with new labor contracts, are major steps in AMR's program
to reduce operating expenses long term and short term.  AMR will
decide soon whether it will reorganize as a stand-alone airline or
merge with US Airways Group Inc.

                         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: Trans World Pilots Appeal Contract Approval
--------------------------------------------------------------
The American Independent Cockpit Alliance claimed the bankruptcy
court, which oversees American Airlines Inc.'s Chapter 11 case,
erred when it overruled its objection to the airline's new labor
contract with the Allied Pilots Association.

The group represents pilots who previously worked for Trans World
Airlines before it merged with American Airlines.

In a court filing, the group said the arbitration process created
by the letter agreement signed by American Airlines and the
pilots' union under the new labor deal violates the Railway Labor
Act by failing to include the former TWA pilots as a party to the
arbitration.

The group also said the letter agreement discriminates against
the former TWA pilots and was entered into by the airline and the
pilots union "in bad faith."

The U.S. Bankruptcy Court in Manhattan approved last month the
new labor deal, which could help the airline save as much as $315
million annually.

The six-year agreement, which was ratified by 74% of pilots who
voted, will give those pilots a 13.5% stake in the post-
bankruptcy company and annual pay raises while freezing their
pension and requiring longer work hours.

                         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: Agrees with U.S. Bank on Suit Consolidation
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement
between American Airlines Inc. and U.S. Bank Trust N.A.

The agreement calls for the procedural consolidation of the
complaints filed by U.S. Bank, and the motion filed by AMR Corp.
to obtain as much as $1.5 billion in financing.  A copy of the
agreement can be accessed for free at http://is.gd/jYzyia

U.S. Bank sued the airline after its parent company AMR announced
that it has negotiated terms of the financing and will repay $1.3
billion in outstanding notes.

AMR wants to redeem its $174.2 million of 13% secured notes due
in August 2016, the $703.6 million of 8.625 pass-through
certificates, and $445.6 million of 10.375% pass-through debt
without the payment of any make-whole amount or any other premium
or prepayment penalty.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN INT'L GROUP: Asks Ex-CEO to Inform Ct. If He Will Appeal
-----------------------------------------------------------------
Leslie Scism, writing for The Wall Street Journal, reported that
American International Group Inc. filed legal papers Wednesday
asking its former chief executive to inform a federal court if he
will challenge the company's decision to stay out of his lawsuit
against the government.

The suit is being pursued by AIG's longtime former leader, 87-
year-old Maurice R. "Hank" Greenberg, through a company he leads.
The entity, Starr International Co., was long one of AIG's biggest
shareholders, the report related.  The suit contends the U.S.
government extracted onerous terms in its rescue package for AIG,
and seeks about $25 billion. The U.S. Court of Federal Claims in
Washington, D.C., ruled in July that the case could proceed, after
federal officials sought to dismiss it. The court also required
AIG to decide whether it would join Starr's complaint.

WSJ related that news of AIG's possible involvement in the lawsuit
earlier this month unleashed a torrent of criticism that the
insurer appeared ungrateful toward taxpayers for the government's
rescue effort, one of the biggest of the 2008-09 crisis.  AIG has
said that it wants to close the loop on its role in the lawsuit,
after its board voted unanimously on Jan. 9 to pass on
participating, WSJ reported.

Starr's attorney, David Boies, said during a Jan. 10 television
appearance on CNBC that "we're looking to the government, we're
not looking to sue AIG," WSJ recalled.  A spokeswoman for Mr.
Boies declined to comment on AIG's filing.

Starr, according to the report, could seek to overturn the board's
decision, the AIG filing notes. If it does so, Starr would face
certain hurdles, including demonstrating that the request for
AIG's participation in the lawsuit was "wrongfully refused." The
suit also includes some claims that can be pursued without the AIG
board's participation.

AIG attached a letter to the court filing that attorneys for its
board sent Wednesday to Mr. Boies recapping many measures that
directors have taken since September, when Starr in court filings
demanded that the insurer respond to its invitation to join in the
lawsuit, the report added.

WSJ said the board retained counsel to help it consider how to
respond, reviewed extensive materials about the lawsuit claims,
heard legal briefings and ultimately ran a mock trial on Jan. 9,
in which lawyers for Starr, the U.S. Treasury and the Federal
Reserve made presentations.  The board then deliberated. "Each
director stated his or her view that the [request to join the
suit] should be refused for one or more multiple reasons,
including the low likelihood of success on the merits, the
realistic potential damages," and "the potential harm to AIG's
goodwill and the positive image that AIG had worked so hard to
restore since September 2008," among other factors.

WSJ added that the letter said AIG's current chief executive,
Robert Benmosche, said that "AIG had no choice but to honor the
deal AIG struck" in the crisis, and that "AIG should continue to
focus on the future, not the past."

                            About AIG

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

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


AMERICAN REALTY: Hearing on Plan Exclusivity on Feb. 13
-------------------------------------------------------
The hearing to consider the motion of American Realty Trust, Inc.,
to extend its exclusive plan filing and exclusive solicitation
periods to June 25, 2013, and Aug. 26, 2013, respectively, will be
held on Feb. 13, 2013, at 10:00 a.m.  The Debtor says that there
are unresolved contingencies relating to various pending legal and
appellate proceedings that need to be addressed before it can
proceed with the formulation of a confirmable Chapter 11 plan.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1 by Judge Mike K. Nakagawa.  Creditors David M. Clapper,
Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge
Barbara Ellis-Monro presides over the case.  Bryan E. Bates, Esq.,
and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP represent
the Debtor in its restructuring effort.  The petition was signed
by Steven A. Shelley, vice president.

The Debtor has scheduled assets totaling $79,954,551, comprised
of: (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).


AMERICAN SUZUKI: Can Increase DIP Financing to $100 Million
-----------------------------------------------------------
Judge Scott C. Clarkson of the the U.S. Bankruptcy Court for the
Central District of California has approved, on a final basis, an
amendment to American Suzuki Motor Corporation's Debtor-in-
Possession Loan and Security Agreement, which among other things,
increases the amount of the advances from $50,000,000 to
$100,000,000, of which, $30,000,000 in additional borrowing would
be available upon interim approval to be used in accordance with a
budget.

The Debtor notes other remaining material provisions of the DIP
Credit Agreement remain unchanged.

The Debtor said it requires immediate access to the additional
financing provided by the DIP Credit Amendment to:

    (1) finance the purchase of approximately 2,500 automobiles
        that will be sold and distributed to the automotive
        dealers at a substantial profit to the estate
        (approximately $1.8 million); and

    (2) bridge the gap until the collection of receipts from
        the sale of automobiles, motorcycles and ATVs that was
        delayed by the commencement of the case.

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


AMERICAN SUZUKI: Files Schedules of Assets and Liabilities
----------------------------------------------------------
American Suzuki Motor Corporation filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,156,366
  B. Personal Property          $212,782,871
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $149,556,317
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $48,131
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $64,712,535
                                 -----------      -----------
        TOTAL                   $232,939,237     $214,316,983

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

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

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


APPLIED MINERALS: Receives $5.5 Million from Securities Sale
------------------------------------------------------------
Applied Minerals, Inc., has sold, in a privately negotiated
transaction, 3,756,757 shares of its common stock at $1.48 per
share for gross proceeds of $5.56 million.  The transaction was
priced at a 3.3% discount to the closing price on Jan. 17, 2013.
The purchasers of the common stock included entities managed by
Overbrook Management Corporation and two accredited investors.  No
broker was used and no commission was paid as part of the
transaction.

Andre Zeitoun, President and CEO of Applied Minerals, stated, "We
are very pleased to have completed this financing.  Armed with a
strong balance sheet, the Company is well positioned to capitalize
on the many commercial opportunities that lie ahead of us."

                 Amends Report on Employment Pact

In an 8-K filed on Nov. 26, 2012, the principal features of an
employment agreement for Andre Zeitoun President and CEO, and
amendments to the employment agreement for Mr. Gleeson, General
Counsel, were reported.

With respect to Mr. Zeitoun, the Nov. 26, 2012, 8-K misreported
the terms of his bonus, indicating that "Mr. Zeitoun will be
eligible for a bonus of up to $400,000, the decision as to whether
to award a bonus and the amount to be determined in the discretion
of the Board of Directors at the end of 2013."  The actual terms
of his bonus arrangement are as follows: His 2013 performance will
be reviewed with a view to awarding an aggregate target bonus of
$400,000, provided that such bonus may be less or more than the
Target in the discretion of the Board or the Compensation
Committee.  That bonus may be paid at intervals determined by the
Board or the Compensation Committee in their discretion based on
achievement by Executive or the Company of objectives.

The Compensation Committee has finalized Mr. Zeitoun's employment
agreement and the amendment to Mr. Gleeson's employment agreement.

Mr. Zeitoun's employment agreement provides that if he is
terminated without Cause or he terminates his employment for Good
Reason, he will receive in addition to accrued obligations:

   (a) a pro rata portion (based on the number of months of the
       Period of Employment worked through the date of termination
       relative to a full year) of the Net Target Bonus ("Net
       Target Bonus" means the Target less bonus amounts
      (including portions or installments thereof) paid in 2013
       prior to year end), provided that such is not duplicative
       of bonus amounts included and to be paid as accrued
       obligations; plus

   (b)(i) six months of Base Salary, (ii) an amount equal to one
       half of the Target bonus, (iii) immediate vesting in (one-
       half of all unvested options held by him; and continuation
       of benefits for a period of six months (or applicable
       additional compensation to provide that he bears no more
       cost for benefits under COBRA for six months than he bore
       immediately prior to termination).  All amounts payable
       will be payable on the tenth business day after the date of
       termination.

Mr. Gleeson's employment agreement was amended to provide that if
he is terminated without Cause or he terminates his employment for
Good Reason, he is entitled to a severance amount as determined by
the Company, acting through the Board or the Chief Executive
Officer, in its discretion (which amount will be no less than two
months of salary and continuation of Benefits n for a period of no
less than two months (or applicable additional compensation to
provide that Employee bears no more cost for Benefits under COBRA
for that period than he bore immediately prior to termination).
All amounts payable will be payable on the tenth business day
after the date of termination.

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $9.53
million in total assets, $2.32 million in total liabilities and
$7.21 million in total stockholders' equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


ARCAPITA BANK: Wants 7th Extension of Exclusivity Until Feb. 28
---------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., want the U.S. Bankruptcy Court
Southern District of New York to grant them a seventh extension of
their exclusive period to propose a plan of reorganization until
Feb. 28, 2013, and the period to solicit acceptances for that plan
until March 28, 2013, respectively, in order to allow the Official
Committee of Unsecured Creditors more time to provide the Debtors
with additional inputs regarding various inter-creditor issues.
Absent an extension, the Debtors' exclusivity periods currently
expire on Jan. 28, 2013, and March 28, 2013, respectively.

                        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.


ARCAPITA BANK: Tide Reiterates Request to Lift Stay
---------------------------------------------------
In response to the Bankruptcy Court's request at the Jan. 16, 2013
hearing on Falcon Gas Storage Co., Inc.'s motion for leave to file
counter and third-party claims in the Hopper Adversary Proceeding
to join Tide Natural Gas Storage I, LP, and Tide Natural Gas
Storage II, LP, Tide filed a brief on subordination issues in
further support of its motion to lift the automatic stay and in
opposition to Falcon's motion (Dkt. No. 11 in Adv. No. 12-1662).

Falcon has asserted that no court ever needs to consider Tide's
fraud claims against it because Tide's claims can be "super
subordinated" and thus, the Bankruptcy Court should take up
Falcon's subordination arguments prior to any court ruling on
Tide's fraud claim.  According to Tide, its fraud claims must be
adjudicated in order to determine whether the Escrowed Funds are
property of the estate and Falcon's claims for subordination under
Sec. 510(b) have no bearing on whether the Escrow Funds are
property of the estate.  Furthermore, even if Tide's claims were
subject to subordination, the claims would still not be subject to
"super subordination" as argued by Falcon and there would still be
few or no other claims against the Falcon estate to which to
subordinate Tide's claims.  Therefore, Tide's fraud claims must be
adjudicated before any distributions can be made in the Debtors'
case, and for the reasons set forth in the Lift Stay Motion, such
claims should be adjudicated in the District Court Action.

Tide requests that the Bankruptcy Court lift the automatic stay to
allow Tide to proceed with the District Court Action, deny the
request of Falcon for permission to assert third party claims and
counterclaims in the Hopper Adversary, and grant Tide such other
and further relief as the Court deems just.

A copy of Tide's brief on subordination issues is available at:

           http://bankrupt.com/misc/arcapita.doc808.pdf

As reported in the TCR on Dec. 26, 2012, the Debtors, including
Falcon, filed with the Bankruptcy Court a Status Report on (1) the
Adversary Action filed by the Hopper Parties against Falcon, and
(2) the related Motion for an Order Lifting the Automatic Stay
Pursuant to 11 U.S.C. Section 362(d) to Allow Continuance of
District Court Action filed by Tide, in which Tide claims titles
to approximately $70 million of the total sales proceeds from the
NorTex sale in escrow with HSBC.

On Dec. 4, 2012, counsel and principals for the Hopper Parties,
Tide and Falcon met in New York City before Judge John S. Martin
(Ret.) in an attempt to resolve disputes.  Despite the parties'
efforts, the parties were unable to resolve the dispute through
the Mediation.

In the Status Report, the Debtors tell the Court that whether the
Escrowed Money is property of the Falcon estate is a key threshold
issue preventing any real progress toward settlement and is also
central to the administration of Falcon's bankruptcy case.
Further, because Tide's claim is based on "damages arising from
the purchase or sale of a security of the debtor or an affiliate
of the debtor," Tide's claim should be subordinated to the claims
of the Hopper Parties and others pursuant to Section 510(b) of the
Bankruptcy Code.  Additionally, HSBC claims to hold a secured
claim based on the Escrow Agreement.  Thus, the adjudication of
these threshold "core" legal issues is necessary before the claims
may be resolved and Falcon's plan may be confirmed.

"Tide and HSBC are indispensable to the issue pending in the
Hopper Adversary Proceeding and, if Tide and HSBC are joined in
the Hopper Adversary Proceeding, then all of these threshold core
issues may be resolved in a single proceeding already pending
before this Court," according to the Report.

Falcon has filed a motion for leave to file counter and third-
party claims in the Hopper Adversary Proceeding to join Tide and
HSBC.  The motion is scheduled to be heard by the Court at the
next omnibus hearing on Jan. 16, 2013, at 11:00 a.m.

"The Debtors believe that there are no disputes of material facts
and that only the legal effect of those facts is at issue.
Therefore, if the counter and third party claims are allowed by
the Court, Falcon intends to file a motion for summary judgment
when it is proper to do so under the Federal Rules of Bankruptcy
Procedure."

Falcon is asking the Court not to rule on the Lift Stay Motion or
set it for final hearing at this point.  Instead, Falcon proposes
that the Court set a further status conference on both the Lift
Stay Motion and the Hopper Adversary Proceeding to occur after (1)
the Court has first ruled on Falcon's Motion for leave to file a
counterclaim and third-party claims, and (2) the Court has
adjudicated the core legal issues in response to a Motion for
Summary Judgment to be filed by Falcon.

                        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.


ARCHDIOCESE OF MILWAUKEE: To Release Priest's Info to Police
------------------------------------------------------------
The Archdiocese of Milwaukee said it will allow a Fond du Lac
police detective to review the file of a defrocked priest accused
of molesting a minor, according to a report by Milwaukee Journal
Sentinel.

The move was in response to a motion filed last week by sex-abuse
victims who asked U.S. Bankruptcy Judge Susan Kelley to make
public all records, depositions and other sealed documents
involving credibly accused priests and church workers, the report
said.

The motion accuses the archdiocese of using the bankruptcy's
protective order, which is intended to shield victims, to
withhold information about former priest Jerome Wagner from a
Fond du Lac detective in December, The Journal Sentinel reported.

Fond du Lac police are investigating allegations that Mr. Wagner
molested a minor between 1997 and 2001, while he served at St.
Patrick's parish there.  He was restricted from ministry in 2002
and later defrocked.

Archdiocese spokesman Jerry Topczewski said the archdiocese has a
long-standing policy of cooperating with civil authorities
investigating clergy abuse, and it blamed the lapse on an
internal breakdown of communication, The Journal Sentinel
reported.

Mr. Topczewski said they first learned about the refusal with the
filing of the motion and accused the victims' attorneys of
exploiting an isolated error in an attempt to get the bankruptcy
judge to revisit the protective order.

The archdiocese asked the victims' attorneys to withdraw the
motion, now that access to the file will be provided, according
to the report.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: No Statute of Limitations, Says Claimant
------------------------------------------------------------------
Claimant No. 89 filed a supplemental brief in opposition to the
Archdiocese of Milwaukee's objection to Claim No. 89 on the issue
of equitable estoppel.

On behalf of Claimant No. 89, Rudolph J. Kuss, Esq., at Stevens &
Kuss, S.C., in Brookfield, Wisconsin, says that the Archdiocese
is using a January 17, 2003 letter from Daniel W. Stevens, Esq.,
to support the request to dismiss Claim No. 89.  Mr. Kuss notes
that in the February 5, 2003 reply sent by the Archdiocese's
counsel, Matthew J. Flynn, Esq., Mr. Flynn stated that the
Archdiocese did not have knowledge that Father Nuedling was
abusing children in the 1960s.

If Mr. Flynn was incorrect and the Archdiocese knew in the 1960s
that Father Nuedling was abusing children, then, the Archdiocese
should be equitably estopped from asserting the statute of
limitations as a defense, Mr. Kuss contends.  Mr. Kuss argues
that discovery is needed on the issue whether or not the
Archdiocese knew of Father Nuedling's conduct when it transferred
him from St. Rita's to St. Lawrence's.  Mr. Kuss insists that
until discovery is completed, it cannot be known whether or not
the Archdiocese's February 5, 2003 letter was an act of
misconduct, and until then, it cannot be determined whether or
not the Archdiocese should be equitably estopped from asserting
the statute of limitations as a defense.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Church Bleeding Cash
----------------------------------------------
Jay Sorgi, writing for todaystmj4.com, reports Jerry Topczewski,
the chief of staff of the Archdiocese of Milwaukee, says
bankruptcy proceedings are putting Milwaukee's Catholic Church in
a 'dire situation.'  However, Mr. Topczewski told Newsradio 620
WTMJ's "Wisconsin's Morning News" that "The Church isn't going out
of business by any means."

The Journal Sentinel reports the Archdiocese filed court documents
showing that it's losing so much money on legal fees that, under
current legal demands, it will no longer be able to pay its
regular operational expenses after Easter Sunday.  It's asking
Federal Judge Susan Kelley to let them stop making payments to
lawyers except for reorganization.

"It's a dire situation in the sense that the Archdiocese does not
have a lot of resources.  A lot of people think the Church is
rich.  Financially, the Archdiocese runs on a very small, balanced
budget," explained Mr. Topczewski.  "The Archdiocese has expenses.
Those moneys have been eaten up by attorneys as we try to move
through this bankruptcy in a responsible way."

The Jan. 26 edition of the Troubled Company Reporter published a
summary of the Archdiocese of Milwaukee's financial report for
December 2012.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ATARI INC: Gets New DIP Lender as Judge Blasts Prior Deal
---------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the U.S.-based arm
of French video game company Atari SA on Thursday found a new
debtor-in-possession lender to facilitate a quick exit from
Chapter 11, the same day that a New York federal bankruptcy judge
blasted the original DIP loan from Tenor Capital Management Co. LP
funds as "extraordinary and offensive."

At the case's first-day hearing, Atari's counsel Peter S. Partee
of Hunton & Williams LLP told U.S. Bankruptcy Judge James M. Peck
that he had spent much of Wednesday night and early Thursday
morning hammering the deal, the report related.

Joseph Checkler at Dow Jones' DBR Small Cap reports that a judge
on Thursday said Atari Inc. could begin borrowing on a $5 million
loan from distressed investment firm Alden Global Capital, a new
financing package that came together after Atari's largest
creditor sold its entire claim to Alden.

                           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: Sale Procedures' Approval Sought
-----------------------------------------
BankruptcyData reported that ATP Oil & Gas filed with the U.S.
Bankruptcy Court a motion for approval of bid and auction
procedures related to the sale of substantially all of its
remaining assets, including the Debtors' deepwater properties,
deepwater facilities and related assets. The Debtors have yet to
indentify a stalking horse bidder for the assets, the report said.

The Court scheduled a February 14, 2013 hearing to consider the
motion and the proposed bid procedures.

                           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.


AVCORP INDUSTRIES: Ceases Bombardier Litigation in Quebec Court
---------------------------------------------------------------
Avcorp Industries Inc. on Jan. 24 disclosed that it has ceased any
and all litigation against Bombardier Inc. which was commenced in
2010 by the Company in the Superior Court of Quebec, in connection
with the termination by Bombardier of production work relating to
the CRJ700 aircraft program.  The Company and Bombardier agreed
that each will be responsible for their respective costs.  Avcorp
is actively pursuing participation in Bombardier's supply chain
for several of Bombardier's programs.  The Company currently
produces components for the Bombardier Challenger 605 and
Challenger 850 business jets as well as composite floorboards for
the CRJ, Q400, and Learjet programs.  The Company looks forward to
continuing its valued relationship as a supplier to Bombardier,
the leading Canadian aerospace manufacturer.

                            About Avcorp

Avcorp designs and builds major airframe structures for some of
the world's leading aircraft companies, including Boeing,
Bombardier, and Cessna.  With more than 50 years of experience,
473 skilled employees and 354,000 square feet of facilities,
Avcorp offers integrated composite and metallic aircraft
structures to aircraft manufacturers, a distinct advantage in the
pursuit of contracts for new aircraft designs, which require
lower-cost, light-weight, strong, reliable structures.  Avcorp is
a Canadian public company traded on the Toronto Stock Exchange
(CA:AVP).

As reported by the Troubled Company Reporter on April 5, 2011,
as at Dec. 31, 2010, the Company was not in compliance with
financial covenants associated with its operating lines of credit.
In the absence of obtaining a waiver of such breach, the lender is
entitled to demand immediate payment.

Also, as at Dec. 31, 2010, the Company was not in compliance with
a financial covenant associated with the convertible debenture
held by Export Development Canada.  The Company has obtained a
waiver from the debenture holder for this non-compliance.
Principal and interest on this loan are due March 31, 2011.


AVCORP INDUSTRIES: Ceases Litigation with Bombardier in Quebec
--------------------------------------------------------------
Avcorp Industries Inc. on Jan. 25 disclosed that it has ceased any
and all litigation against Bombardier Inc. which was commenced in
2010 by the Company in the Superior Court of Quebec, in connection
with the termination by Bombardier of production work relating to
the CRJ700 aircraft program.  The Company and Bombardier agreed
that each will be responsible for their respective costs and
Bombardier has not paid any consideration to Avcorp to dismiss the
case.  Avcorp is actively pursuing participation in Bombardier's
supply chain for several of Bombardier's programs.  The Company
currently produces components for the Bombardier Challenger 605
and Challenger 850 business jets as well as composite floorboards
for the CRJ, Q400, and Learjet programs.  The Company looks
forward to continuing its valued relationship as a supplier to
Bombardier, the leading Canadian aerospace manufacturer.

                           About Avcorp

Avcorp designs and builds major airframe structures for some of
the world's leading aircraft companies, including Boeing,
Bombardier, and Cessna.  With more than 50 years of experience,
473 skilled employees and 354,000 square feet of facilities,
Avcorp offers integrated composite and metallic aircraft
structures to aircraft manufacturers, a distinct advantage in the
pursuit of contracts for new aircraft designs, which require
lower-cost, light-weight, strong, reliable structures.  Avcorp is
a Canadian public company traded on the Toronto Stock Exchange
(CA:AVP).

As reported by the Troubled Company Reporter on April 5, 2011,
as at Dec. 31, 2010, the Company was not in compliance with
financial covenants associated with its operating lines of credit.
In the absence of obtaining a waiver of such breach, the lender is
entitled to demand immediate payment.

Also, as at Dec. 31, 2010, the Company was not in compliance with
a financial covenant associated with the convertible debenture
held by Export Development Canada.  The Company has obtained a
waiver from the debenture holder for this non-compliance.
Principal and interest on this loan are due March 31, 2011.


BAKERS FOOTWEAR: Robert J. Blackwell Named Chapter 7 Trustee
------------------------------------------------------------
E.B. Solomont, writing for St. Louis Business Journal, reports
that Robert J. Blackwell, Esq., has been appointed trustee in
Bakers Footwear Group's Chapter 7 bankruptcy proceedings.  Mr.
Blackwell, principal of Blackwell & Associates PC in O'Fallon, was
named trustee on Jan. 21 and will operate the business as it sells
off its inventory and other assets.

The report also notes Bakers' assets include 56 leased stores,
footwear inventory, a website and intellectual property that
Blackwell estimated has a value of $5 million to $7 million,
according to court documents.  Salus Capital Partners LLC, the
company's DIP lender, agreed to pay all of the costs and expenses
of operating Bakers in Chapter 7, including payroll, payroll and
sales taxes, lease payments and Chapter 7 administrative costs,
according to court documents.

                    About Bakers Footwear

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

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

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

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

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

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

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

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

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


BAKERS FOOTWEAR: Great American Group to Handle Liquidation
-----------------------------------------------------------
Great American Group, Inc. has been selected to handle the
liquidation of Bakers Footwear Group, Inc., offering discounts for
products in 56 of Bakers Footwear Groups' remaining stores, as
well as online at http://www.bakersshoes.com

"We are offering significant discounts online and on all store
items, so consumers will have the opportunity to purchase quality,
name-brand women's shoes at steep discounts," said Scott
Carpenter, President of Great American Group's Retail Division.

With merchandise being sold for at least 40 percent off, Carpenter
urges shoppers to head to their local stores or visit the website
soon for the best selection.

Bakers locations in Alabama, California, Connecticut, Florida,
Georgia, Illinois, Kansas, Kentucky, Louisiana, Michigan,
Missouri, Nevada, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Texas, and Virginia are part of the sale event,
which is also being conducted online at http://www.bakersshoes.com

On Jan. 15, 2013 a bankruptcy judge for the U.S. Bankruptcy Court
in St. Louis signed a Chapter 7 order allowing Bakers Footwear
Group to conduct going-out-of-business sales at its remaining
stores.

Bakers Footwear Group is the third shoe retailer that has selected
Great American Group to liquidate stores over the past 18 months.
Great American Group assisted Payless ShoeSource and Sterling
Shoes with store restructuring projects, consolidating store
locations for both companies in 2011 and 2012.

Bakers Footwear Group, once a leading national mall-based retailer
of shoes for young women, operated 236 Bakers and Wild Pair shoe
stores in 37 states before filing for Chapter 11 bankruptcy last
October due to declining sales.  At that time, the company hired
GA Keen Realty Advisors, LLC of New York, a division of Great
American Group, to market leases for 150 Bakers and Wild Pair shoe
store locations in 31 states.

                    About Great American Group

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.  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.

                      About Bakers Footwear

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

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

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

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

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

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

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

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

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


BEALL CORP: Wabash National Agrees to Acquire Certain Assets
------------------------------------------------------------
Wabash National Corporation on Jan. 25 disclosed that it has
entered into a definitive agreement to acquire certain assets of
the tank and trailer business of Beall Corporation, a Portland,
Oregon-based manufacturer of aluminum tank trailers and related
equipment, for approximately $15 million in cash.  The acquisition
is expected to close during the first quarter of 2013.

"This acquisition represents the latest step in our ongoing
initiative to diversify outside of our core Commercial Trailer
Products business.  Additionally, these assets and the Beall brand
name strategically complement our Walker Group business through
product portfolio expansion and geographic growth in the West,"
said Wabash National President and Chief Executive Officer, Dick
Giromini.  "Beall has a long-standing reputation for industry-
leading product designs and quality.  We're excited about
strengthening our tank trailer offering with another premier brand
as we continue to identify opportunities to further grow and
enhance shareholder value."

Commenting on the transaction, President of the Walker Group, Doug
Chapple said, "Established in 1905, the Beall brand further
enhances our industry-leading liquid tank product lines which
include Walker Transport and Brenner Tank.  The addition of
Beall's 406 Petroleum tank trailer and Dry Bulk product line will
open up new markets providing the broadest product portfolio in
the tank industry and with the addition of production capabilities
in Portland, Oregon, creates a truly nationwide footprint."

Beall Corporation began Chapter 11 reorganization proceedings in
September of 2012, followed by a bankruptcy-court approved auction
of its assets in December.  Wabash National was the winning bidder
for certain assets of Beall's tank and trailer business, including
its Portland, Oregon manufacturing facility, as well as equipment,
inventory, certain product designs, intellectual property and
other related assets.  The closing of the transaction is subject
to the Bankruptcy Court for the District of Oregon entering a
final order approving the acquisition by Wabash National pursuant
to and in accordance with the definitive agreement.

The Company will provide additional information and discuss this
transaction during its Fourth Quarter and Year-end earnings
release conference call scheduled for Wednesday, February 6, 2013,
at 10:00 a.m. EST.  The phone number to access the conference call
is 888-771-4371, participant code 34129820.  A live audio webcast
of the call will be available through the company's Web site at
http://www.wabashnational.com

                About Wabash National Corporation

Headquartered in Lafayette, Indiana, Wabash National Corporation
-- http://www.wabashnational.com-- is a diversified industrial
manufacturer and North America's leading producer of semi trailers
and liquid transportation systems.  Established in 1985, the
company specializes in the design and production of dry freight
vans, refrigerated vans, platform trailers, intermodal equipment,
liquid tank trailers, frac tanks, engineered products, and
composite products.  Wabash National operates three wholly-owned
subsidiaries: Transcraft Corporation, Walker Group Holdings LLC
and Wabash National Trailer Centers, Inc. Its innovative products
are sold under the following brand names: Wabash National(R),
Transcraft(R), Benson(R), DuraPlate(R), ArcticLite(R), Walker
Transport, Walker(R) Stainless Equipment, Walker(R) Defense Group,
Walker(R) Barrier Systems, Walker(R) Engineered Products,
Brenner(R) Tank, GarsiteTM, Progress TankTM, TST(R), Bulk Tank
InternationalTM and Extract Technology(R).

                          About Beall Corp.

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

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

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


BEALL CORP: Wash. Revenue Dept. Loses Case Dismissal Bid
--------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon denied the request of the State of Washington
Department of Revenue to dismiss the Chapter 11 bankruptcy case of
Beall Corporation.

According to the Troubled Company Reporter on Jan. 9, 2013, the
Department of Revenue told the Court the Debtor failed to remit
the August 2012 sales tax in the amount of $13,481.22 (due Sept.
25, 2012) and the September 2012 sales tax in the amount of
$10,816.15 (due Oct. 25, 2012), in violation of 11 U.S.C. Sec.
1112(a)(4)(1) and 28 U.S.C. Sec. 959(b).

                      About Beall Corporation

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

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

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


BIG PAPA'S: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Big Papa's BBQ, Inc.
          dba Big Papa's BBQ
          fdba Big Papa's BBQ Bar And Grill
        6265 E. Evans Avenue, Unit #1
        Denver, CO 80222

Bankruptcy Case No.: 13-10882

Chapter 11 Petition Date: January 23, 2013

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

Judge: Michael E. Romero

Debtor's Counsel: Guy B. Humphries, Esq.
                  1801 Broadway, Suite 1100
                  Denver, CO 80202
                  Tel: (303) 832-0029
                  Fax: (303) 382-4165
                  E-mail: guyhumphries@msn.com

Scheduled Assets: $35,950

Scheduled Liabilities: $1,224,416

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cob13-10882.pdf

The petition was signed by Frank A Alfonso, CEO.


BIOLITEC INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Biolitec, Inc.
        515 Shaker Road
        East Longmeadow, MA 01028

Bankruptcy Case No.: 13-11157

Chapter 11 Petition Date: January 22, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

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

Debtor's Counsel: Kenneth A. Rosen, Esq.
                  LOWENSTEIN SANDLER, LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597.2500
                  Fax: (973) 597.2400
                  E-mail: krosen@lowenstein.com

                         - and ?

                  Paul Kizel, Esq.
                  LOWENSTEIN SANDLER, LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400
                  E-mail: pkizel@lowenstein.com

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

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

The petition was signed by Brian K. Foley, chief operating
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
AngioDynamics, Inc.                Litigation          $23,156,287
603 Queensbury Avenue
Queensbury, NY 12804

Covidien                           Trade Debt             $232,920
15 Hampshire Street
Mansfield, MA 02048

McCarter & English, LLP            Professional Fees      $187,177
Four Gateway Center
Newark, NJ 07102

Michael Page International         Trade Debt              $15,250

University of Oklahoma             Trade Debt              $10,000

Lincoln Financial Group            ER Contributions         $9,426

Skyline Exhibits & Graphics        Trade Debt               $4,907

Manufacturing Technology, Inc.     Trade Debt               $3,825

Mauriello MD, John                 Trade Debt               $3,000

Astrex, Inc.                       Trade Debt               $2,580

Integrity Graphics, Inc.           Trade Debt               $2,437

Vein Therapy News                  Trade Debt               $2,300

Zeus Industrial Products, Inc.     Trade Debt               $1,836

Health Canada                      Trade Debt               $1,685

Service First                      Trade Debt               $1,363

Federal Express                    Trade Debt               $1,171

Columbia Gas                       Trade Debt               $1,115

Shared Technologies, Inc.          Trade Debt               $1,073

Southwest Airlines Cargo           Trade Debt                 $782

PIP Printing                       Trade Debt                 $700


BIOPURE CORP: Massachusetts Agency Loses 1st Cir. BAP Appeal
------------------------------------------------------------
The Bankruptcy Appellate Panel for the First Circuit affirmed a
bankruptcy court order enforcing the sale of assets of PBBPC,
Inc., formerly known as Biopure Corporation, free and clear of any
interest, including the right of the Massachusetts Department of
Unemployment Assistance to tax the purchaser at the debtor's
unemployment contribution rate.

The appellate case is, MASSACHUSETTS DEPARTMENT OF UNEMPLOYMENT
ASSISTANCE, Appellant, v. OPK BIOTECH, LLC, Appellee, BAP No. MB
12-042 (1st Cir. BAP).  A copy of the Court's Jan. 17, 2013
decision is available at http://is.gd/NTcwQafrom Leagle.com.

The bankruptcy court decision was reported in the March 1, 2012
edition of the Troubled Company Reporter.

Based in Cambridge, Massachusetts, BioPure Corporation --
http://www.biopure.com/-- developed and marketed pharmaceuticals,
called oxygen therapeutics, which were intravenously administered
to deliver oxygen to the body's tissues.  BioPure filed for
Chapter 11 bankruptcy protection on July 16, 2009 (Bankr. D. Mass.
Case No. 09-16725).  Christopher J. Panos, Esq., at Craig and
Macauley, P.C., assisted the Debtor in its restructuring efforts.
The Debtor listed $5,076,000 in assets and $2,729,000 in debts.

On Aug. 20, 2009, the Debtor sold substantially all of its assets
to OPK, which prevailed at an auction with a bid of $4,050,000.
BioPure changed its name to PBBPC, Inc.


BLUEGREEN CORP: Signs Marketing Alliance With Choice Hotels
-----------------------------------------------------------
Bluegreen Corporation's wholly-owned subsidiaries, Bluegreen
Vacations and Bluegreen Resorts Management, Inc., have entered
into multi-year strategic alliance agreements with Choice Hotels
International, Inc., which, among other things, name Bluegreen
Vacations the "Official Vacation Ownership Provider of Choice
Hotels."

One of the largest and most successful lodging companies in the
world, Choice Hotels currently franchises approximately 6,200
hotels, representing more than 495,000 rooms, in the United States
and more than 30 countries and territories.

The agreements between Bluegreen and Choice:

   * will allow Bluegreen Vacations to leverage Choice's brands
     and customer relationships to expand its vacation ownership
     offerings;

   * will brand 21 Bluegreen Vacation Club resorts as part of the
     Choice Hotels AscendTM Hotel Collection.  Launched in fall
     2008, Ascend Hotel Collection is a network of historic,
     boutique and unique hotels that offer guests an authentic,
     local experience.  Today, Ascend Hotel Collection offers
     upscale independent hotels in the United States, Canada,
     Scandinavia and Latin America;

   * combines components of the Choice Hotels loyalty program,
     Choice Privileges(R), with Bluegreen Vacations' owner travel
     benefit program, TravelerPlusTM, so that all TravelerPlusTM
     participants will be eligible to enroll as members of Choice
     Privileges(R) and will be upgraded to Elite Gold status and
     receive special benefits.  This will provide TravelerPlusTM
     members with access to all of the Choice hotels worldwide,
     including the more than 75 hotels in the Ascend Hotel
     Collection.  Additionally, all Bluegreen Vacations' owners
     will be eligible to access discounted rates at all 6,200
     Choice hotels, subject to availability.

Choice's popular brands, which include Comfort Inn, Comfort
Suites, Quality, Sleep Inn, Clarion, Cambria Suites, MainStay
Suites, Suburban Extended Stay Hotel, Econo Lodge and Rodeway Inn
brands, as well as its Ascend Hotel Collection membership program,
range from limited-service to full-service and from economy to
upscale, offering business and leisure travelers an array of high-
value, high-quality options.

Bluegreen believes that the agreements will provide it with the
opportunity to introduce Bluegreen Vacations' offerings to Choice
Hotels' expansive consumer base.

"We look forward to a long and mutually beneficial relationship
with Choice Hotels," Bluegreen President and CEO John M. Maloney,
Jr. said.  "While we certainly believe that we will benefit from
the marketing opportunities, we are also excited by the other
aspects of our alliance with Choice Hotels.  We expect that this
arrangement will add value for our current owners and will be very
attractive to prospective owners based on the credibility of the
Choice Hotel brands and the appeal of our expanded product
offerings."

Steve Joyce, President and CEO of Choice Hotels International
said, "Bluegreen Vacations' experience and marketing innovation in
the timeshare industry is unparalleled and they have created great
ownership packages in premier destinations that appeal to 170,000
loyal Bluegreen Vacation Club owners.  Choice Hotels International
looks forward to working with Bluegreen Vacations to leverage our
diverse range of brands, our Choice Privileges(R) loyalty program
and the strength of our marketing channels.  We look forward to a
long and strong relationship with Bluegreen Vacations."

                       Investor Presentation

Bluegreen furnished materials which were prepared to be included
in presentations to be given by the Company's management starting
on Jan. 27, 2013.  The Company disclosed, among other things, that
as of Dec. 31, 2012, it had $87.59 million available under its
credit facilities.  The slides to be included in those
presentations which contain certain information relating to the
Company that has not previously been made publicly available are
available at http://is.gd/1dIBhD

                       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'.


BROOKE CORP: Kansas Court Rules in Unicredit v. Eastman
-------------------------------------------------------
Kansas District Judge J. Thomas Marten granted, in part, and
denied, in part, the defendants' motion to dismiss the case,
UNICREDIT BANK AG, NEW YORK BRANCH, f/k/a/ BAYERISCHE HYPO-UND
VEREINSBANK AG, as agent for THE BANK OF NEW YORK MELLON,
Plaintiff, v. DEBORAH R. EASTMAN, INC., et al., Defendants, Case
No. 12-2249-JTM (D. Kan.).

UniCredit brought the action on a defaulted loan, as agent for The
Bank of New York Mellon, which was the indenture trustee under the
Indentures.  Mellon is the party in interest under the loan and
the related commercial loan agreement and other relevant loan
documents.  Deborah R. Eastman, Inc., is the obligor of the loan.
Deborah R. Eastman, in her personal capacity, is the guarantor of
the loan received by the Eastman Agency.

The action arises from the defendants' defaults under the loan
documents and related guaranty, which allegedly caused damage to
the plaintiff.  The plaintiff and the defendants are connected by
a securitization, also known as an asset-backed security
arrangement.

The dispute begins with Brooke Credit Corp., an entity located in
Kansas that sponsored a number of securitizations.  BCC was in the
business of underwriting and making loans to duly licensed
insurance agents, including the Eastman Agency.  On March 28,
2003, Ms. Eastman, in her personal capacity, executed and
delivered her Personal Guaranty to BCC providing that she would
"absolutely and unconditionally" guarantee the debt of the Eastman
Agency.

On Sept. 30, 2003, BCC and the Eastman Agency executed an
Agreement for Advancement of Loan establishing the terms of their
lender/borrower relationship.  Pursuant to the Eastman Loan
Agreement, the Eastman Agency executed a Commercial Security
Agreement granting BCC a security interest and lien in all assets
used to operate the Eastman Agency.  BCC perfected this security
interest on Oct. 20, 2003, by filing a U.C.C. financing statement.
On Feb. 28, 2006, BCC lent $745,459.52 to the Eastman Agency
through Loan No. 5084, which referred to and incorporated the
terms of the Eastman Loan Agreement and Security Agreement.  The
Eastman Agency used the loan proceeds to purchase insurance agency
assets and for other agency-related purposes.

To proceed with its securitizations, BCC created special purpose
entities to which it sold various loans.  In exchange, the SPEs
would pay cash they had raised by issuing Notes. The specific
securitization at issue here was formed through BCC's creations of
the SPE Brooke Securitization Company 2006-1, LLC.  BCC sold
several loans in an asset pool to BSC 2006-1 by executing the Sale
and Servicing Agreement.  The asset pool included Loan No. 5084
from BCC to the Eastman Agency.

BCC sold the loans in exchange for cash raised by BSC 2006-1
through its issuance of Notes. On July 1, 2006, BSC 2006-1 issued
$52,346,089 in Notes pursuant to the Indenture.  In the Indenture,
BSC 2006-1 was the issuer and Mellon was the trustee.  In exchange
for the Notes issued in the Indenture, BSC 2006-1 assigned the
collateral asset pool to Mellon, as security on behalf of the
investors.  This security took the form of a first priority
perfected security interest in, and lien upon, virtually all of
BSC 2006-1's assets, including its right, title and interest in
the asset pool acquired from BCC, the security for the loans in
the asset pool, the guaranties of the loans in the asset pool, and
the proceeds of the foregoing.

UniCredit became a Noteholder, acquiring 100% of the Notes issued
in the Indenture.

In 2008, BSC 2006-1 defaulted on its obligations under the Notes
by failing to remit payments on those Notes.  On Oct. 9, 2008,
UniCredit sent a letter notifying Mellon of the default and
instructing it to demand accelerated payment of the remainder due
on the Notes and to take all permitted action against the
collateral securing the Notes.  Pursuant to a letter agreement and
Power of Attorney dated October 22, 2008, Mellon designated
UniCredit as its agent to take all actions with respect to the
rights and remedies permitted under the Indenture, including
collection on the collateral.

On Oct. 28, 2008, several Brooke entities filed for Chapter 11
bankruptcy in U.S. District Court for the District of Kansas.  The
court entered an order permitting Mellon and UniCredit to enforce
their rights and remedies including the right to foreclose on the
collateral assigned to Mellon in the Indenture.

Additionally, the Eastman Agency allegedly failed to remit payment
when due, defaulting on Loan No. 5084.  Ms. Eastman has also
refused and failed to make payments due under her Personal
Guaranty.

UniCredit -- on behalf of Mellon  -- filed suit in Kansas court,
seeking to collect on Loan No. 5084 through the rights it has
acquired through the chain of transactions in this securitization
and subsequent defaults by the BSC 2006-1, the Eastman Agency, and
Ms. Eastman.  UniCredit alleges these causes of action: (I) Action
on the Loan Against the Eastman Agency; (II) Action on the
Guaranty Against Deborah R. Eastman; (III) Detinue and Collateral
foreclosure Judgment Against the Eastman Agency; (IV) Quantum
Meruit Against all Defendants; (V) Breach of Implied Covenant of
good Faith and Fair Dealing Against all Defendants; (VI)
Conversion Against all Defendants; and (VII) Account
Notice/Declaratory Relief Against all Defendants.

The Defendants filed a Motion to Dismiss, arguing that (1)
UniCredit has not proved a valid chain of title sufficient for
standing, and (2) Unicredit has failed to state a claim in claims
IV, V, and VI.

In last week's ruling, Judge Marten held that UniCredit has
sufficiently established a chain of transactions that ultimately
assigned it the rights necessary for standing in the case.  The
Court finds that none of the defects alleged by the defendants
negate UniCredit's standing.  The Court dismisses UniCredit's
quantum meruit claim for failing to allege that it has conferred a
benefit on the defendants.  The Court does not dismiss UniCredit's
breach of implied covenant and conversion claims.

A copy of the Court's Jan. 22, 2013 Memorandum and Order is
available at http://is.gd/Qxbli0from Leagle.com.

                        About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


CAPE FEAR BANK: FDIC Fails to Dismiss Trust's Counterclaims
-----------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of the Federal
Deposit Insurance Corporation, as receiver of Cape Fear Bank, to
dismiss count 2 of counterclaims asserted by Gerald A. Jeutter,
Jr., as plan trustee of Cape Fear Bank Corporation, in the
lawsuit, FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER OF
CAPE FEAR BANK, Plaintiff and Counterclaim Defendant, v. GERALD A.
JEUTTER, JR., AS PLAN TRUSTEE UNDER FIRST AMENDED PLAN OF
LIQUIDATION OF CAPE FEAR BANK CORPORATION, Defendant and
Counterclaim Plaintiff, Adv. Proc. No. 12-00261 (Bankr. E.D.N.C.).

The Trustee asserts that the FDIC-R violated the automatic stay
when it filed a declaratory action in the U.S. District Court for
the Eastern District of North Carolina.

The FDIC-R asserts that the Trustee's failure to bring an action
within six months of the effective date as designated in the plan
enables it to bring the action to determine ownership of refunds.
Judge Leonard, however, held that although the Trustee's failure
to bring suit within six months of the effective date may mitigate
the damages incurred from a violation of the stay, it does not
change the analysis of whether the stay was in place when the
FDIC-R filed the action in district court.

On April 10, 2009, Cape Fear Bank was closed by the North Carolina
Commissioner of Banks and the Federal Deposit Insurance
Corporation was named as receiver.  The debtor, a holding company
that owns all the stock of the bank, filed a voluntary petition
under chapter 11 of the Bankruptcy Code on June 23, 2009.  Before
the FDIC-R was appointed, the debtor and the bank executed a tax
sharing agreement, which provided that the debtor would prepare
and file a consolidated federal income tax return on an annual
basis.  Prior to filing the petition, the debtor filed the
consolidated tax returns on behalf of the debtor and the bank.
The Internal Revenue Service paid a 2008 federal tax refund to the
debtor in the amount of $177,567.00. The FDIC-R repudiated the tax
sharing agreement on April 15, 2009.

The debtor submitted its first amended chapter 11 plan on Oct. 22,
2009, to which the FDIC-R objected, as the plan did not provide
for treatment of the FDIC-R's claim to the tax refunds paid to the
debtor.  A confirmation hearing was held on Dec. 17, 2009, and an
order confirming the plan, subject to modifications resolving the
objection of the FDIC-R, was entered on Dec. 21, 2009.

The plan provides that the debtor shall continue to hold the
proceeds of tax refunds from the IRS in escrow pending the
bankruptcy court's resolution of the ownership of the refunds.  In
the event that the debtor or the FDIC-R receive any additional
refunds from any taxing authorities, such refunds shall be held in
escrow accounts pending the court's resolution of the ownership of
the funds.

On Sept. 10, 2010, the debtor submitted a claim for refund to the
IRS in the amount of $2,651,891.00.  The IRS subsequently issued
the refund and the refunds were placed in escrow. The FDIC-R
notified the trustee of its claim to the tax refunds and demanded
that the refunds be transferred to the FDIC-R.

The Trustee declined to transfer the refunds and on June 22, 2011,
the FDIC-R filed an action in the U.S. District Court for the
Eastern District of North Carolina seeking a declaration of
ownership of the refunds and an order requiring the trustee to
turnover the refunds.

The trustee answered the FDIC-R's complaint and asserted
counterclaims, including a claim that the FDIC-R violated the
automatic stay when it filed the action in the district court. The
FDIC-R moved to dismiss the counterclaims asserted by the trustee.
The FDIC-R sought dismissal of the counterclaim alleging a
violation of the automatic stay on the grounds that the
counterclaim failed to state a claim upon which relief could be
granted. Prior to resolution of the motion to dismiss, the
district court granted the trustee's motion to refer the matter to
the bankruptcy court.

In its referral order, the district court directed the bankruptcy
court to consider motions pending at the time of referral.

A copy of Judge Leonard's Jan. 24, 2013 Order is available at
http://is.gd/kbBSQkfrom Leagle.com.

                        About Cape Fear Bank

Based in Raleigh, North Carolina, Cape Fear Bank Corporation, fdba
Bank of Wilmington Corporation, filed for Chapter 11 bankruptcy
protection on June 23, 2009 (Bankr. E.D.N.C. Case No. 09-05179).
Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
served as the Debtor's counsel.  In its petition, the Debtor
disclosed $473,852 in total assets and $10,560,000 in total debts.

Cape Fear Bank Corp.'s primary asset consisted of its stock in
Cape Fear Bank.  Cape Fear Bank was closed April 10, 2009, by the
North Carolina Office of Commissioner of Banks, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with First Federal Savings and Loan Association of
Charleston, Charleston, South Carolina, to assume all of the
deposits of Cape Fear Bank.

The Bankruptcy Court confirmed Cape Fear Bank' First Amended Plan
of Liquidation on Dec. 21, 2009.


CCC ATLANTIC: Wants Court's Nod to Pay Critical Vendors
--------------------------------------------------------
CCC Atlantic, LLC, wants the Bankruptcy Court to authorize it to
pay the prepetition claims of certain of its critical vendors
conditioned on those critical vendors continuing to supply goods
and services pursuant to customary terms that were in effect
within 120 days prior to the Petition Date.  These critical
vendors provide maintenance, security, utilities, trash, insurance
and other core services to the Debtor.  The Debtor estimates that,
as of the Petition Date, critical vendor claims total $83,977.78.

As an additional condition, certain of the critical vendors should
also agree to take whatever action is necessary to remove any
liens it may have obtained on the Debtor's assets at the sole
expense of such critical vendors.

                        About CCC Atlantic

Based in Linwood, New Jersey, CCC Atlantic, LLC, filed for Chapter
11 protection on Dec. 6, 2012 (Bankr. D. Del. Case No. 12-13290).
Kevin Scott Mann, Esq., at Cross & Simon LLC, represents the
Debtor.  The Debtor owns and maintains two commercial office
condominiums in Linwood, New Jersey.  The Debtor has scheduled
assets totaling $48,890,617 and liabilities of $41,568,640 as of
the Petition Date.


CE GENERATION: S&P Lowers Rating on Senior Secured Notes to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BB+' on CE Generation LLC's (CE Gen) senior secured notes due
2018.  The outlook is negative.  The issue recovery rating is
unchanged at '1.'

"The rating action reflects our view of the inability of the
largest operating unit, Salton Sea Funding Corp. (SSFC), to
currently send dividends to CE Gen, and our anticipation of
weaker-than-projected credit metrics because of SSFC's increased
capital investment at the project and its revenue being tied to
revised short-run avoided cost pricing," said Standard & Poor's
credit analyst Tony Bettinelli.

The rating on the senior secured bonds further reflects S&P's view
of the following:

   -- CE Gen is highly concentrated, relying predominantly on
      SSFC;

   -- Dividends from SSFC to CE Gen are subject to a 1.5x debt
      service coverage (DSC) test (however, S&P anticipates that
      SSFC will continue to exceed this threshold by the end of
      2013);

   -- Assets other than SSFC, which include the Saranac, Power
      Resources, and Yuma natural gas projects, have varying
      degrees of market exposure; and

   -- Consolidated average DSC will be 1x over the term of the
      debt.

The negative outlook reflects S&P's base case expectation that DSC
will remain less than 1x this year and will require CE Gen to draw
on its debt service liquidity reserves or seek parental support,
which S&P views as likely to be provided because of the value of
SSFC assets to its sponsors and the maturity of the debt in 2018.


CENTENNIAL BANK: Western Alliance Signs Deal to Buy Bank
--------------------------------------------------------
On Jan. 18, 2013, Western Alliance Bancorporation's Western
Alliance Bank subsidiary executed a definitive agreement to
acquire Centennial Bank, located in Fountain Valley, California,
for $57.5 million in cash, distribution of specified loans and
assumption of Centennial Bank's transactional expenses up to $1.0
million.  Subject to bankruptcy court and regulatory approval, the
transaction is expected to close in the late first quarter 2013.
The Company expects the acquisition to be accretive to its
earnings per share.

Western Alliance Bancorporation --
http://www.westernalliancebancorp.com-- is the parent company of
Bank of Nevada, Western Alliance Bank doing business as Alliance
Bank of Arizona and First Independent Bank, and Torrey Pines Bank.


CHARLIE MCGLAMRY: Exclusive Plan Filing Period Extended to March 5
------------------------------------------------------------------
U.S. Bankruptcy Judge James P. Smith has extended the period
during which only Charlie N. McGlamry and its debtor-affiliates
may propose and file plans of reorganization by 90 days, through
and including March 5, 2013.  Additionally, the period of time
during which McGlamry and the Affiliates may solicit acceptances
of their plans of reorganization is extended by 91 days, through
and including May 6, 2013.  This is the second extension request
by the McGlamry entities.

The Court record shows the Debtors have already made substantial
progress and continues to work diligently on matters related to
their reorganization.  Since the Petition Date, the Debtors have
concentrated on a number of significant issues relating to the
estate.

The McGlamry affiliates continue to work on preparing a financial
plan that will form the basis of their Chapter 11 Plans.  The
Debtors have remained focused on developing a strategy to enable
the Debtors to emerge successfully from Chapter 11, to the extent
necessary to effectuate the overall plan for the Debtors.  They
are making progress toward the reorganization and the process of
determining distributions to the Debtors' creditors.  However,
despite their progress toward this goal, the McGlamry affiliates
are not at present in a position to propose plans.  Additionally,
Mr. McGlamry continues to negotiate with his creditors regarding
the provisions of his Chapter 11 Plan.

Because the Debtors are continuing to evaluate and pursue their
alternatives, the parties in interest in this case will benefit
from an extension of the exclusive periods.  The McGlamry
affiliates need additional time to develop plans that are in the
best interest of creditors, which is time-consuming and somewhat
complex.  Additionally, Mr. McGlamry needs additional to continue
negotiations with Synovus and his other creditors.

The Debtors also argued that the filing of competing plans would
present a direct impediment to the Debtors' progress.  Extending
the exclusive periods will allow the Debtors to work toward a
resolution of the Debtors' financial issues and allow the McGlamry
affiliates to propose plans based on a rational and well-developed
financial plan and Mr. McGlamry to attempt to solicit further
acceptances for his Plan.  At this time in the Chapter 11 process,
the Debtors said they should not be faced with the distraction and
expense of a premature filing of a plan by other parties and a
competing plan fight.

                     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. McClamry 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 estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHINA ORGANIC: Files Amended Annual Report for 2010
---------------------------------------------------
China Organic Fertilizer, Inc., has further amended its annual
report on Form 10-K/A for the fiscal year ended March 31, 2010, in
order to restate the consolidated financial statements.  Nothing
else has been changed in the Report and no effort to update the
information has been made.

The restatement had no effects to the Company's net loss for the
period.

The Company's restated balance sheet at March 31, 2010, showed
$3.42 million in total assets, $1.71 million in total liabilities,
all current, and $1.71 million in total stockholders' equity.  The
Company previously reported $3.67 million in total assets, $3.61
million in total liabilities, all current, and $66,202 in total
stockholders' equity.

A copy of the Amended Annual Report is available at:

                       http://is.gd/HaRiEj

                       About China Organic

Headquartered in Beijing, PRC, China Organic Fertilizer, Inc., is
a holding company that carries on the business of manufacturing
and distributing organic fertilizer through wholly-owned
subsidiaries located in the People's Republic of China.
Indirectly, through a Delaware corporate subsidiary, it owns 100%
of the registered capital stock of Beijing Shennongxing Technology
Co., Ltd.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about China Organic's ability to continue as a
going concern following the March 31, 2011, annual results.  The
independent auditors noted that the Company had a working capital
deficit of $1.5 million, an accumulated deficit of $4.8 million
and a stockholders' deficiency of $668,361.

The Company reported a net loss of $2.5 million on $954,143 of
revenue in fiscal year 2011, compared with a net loss of $700,199
on $36,413 of revenue in fiscal year 2010.

The Company's balance sheet at March 31, 2011, showed $1.1 million
in total assets, $1.8 million in total current liabilities, and a
stockholders' deficit of $668,361.


CIRCLE ENTERTAINMENT: "Huff" Lawsuit Settlement Becomes Final
-------------------------------------------------------------
The appeal period for the court-approved Stipulation and
Settlement Agreement to settle the stockholder derivative lawsuit
filed on April 28, 2010, by The Huff Alternative Fund, L.P., and
The Huff Alternative Parallel Fund, L.P., on behalf of Circle
Entertainment Inc. against certain of the Company's officers,
directors and stockholders in the New York Supreme Court in
Manhattan, New York (Index No. 650338-10) expired on Jan. 14,
2013, and the related court order approving the Settlement
Agreement is final and non-appealable.

The $950,000 payment due and payable under the Settlement
Agreement to Huff was funded on Jan. 16, 2013; $650,000 by the
Company and $300,000 by its insurance carrier.

                      About Circle Entertainment

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

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company
has limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

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


COEUR D'ALENE: Moody's Assigns 'B2' CFR; Rates $200MM Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Coeur
d'Alene Mines, including a B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating, and SGL-2 Speculative Grade
Liquidity Rating. Moody's also assigned a B3 rating to the
company's proposed $200 million senior unsecured notes due 2021.
Proceeds of the notes will be used to fund capital expenditures
and for general corporate purposes, which may include redeeming
3.25% Convertible Senior Notes due 2028 that are put to the
company at or after March 15, 2013. The rating outlook is stable.

Ratings Rationale

Coeur's B2 CFR reflects the company's modest size and limited
product diversification, exposure to political risk in Bolivia and
uncertainties over potential new investments that the company may
make to boost its reserves and productive capacity. With
approximately 18 million ounces of silver and 226,000 ounces of
gold produced in 2012, Coeur represents only a small portion of
the global supply of silver and gold. In addition, approximately
70% of the company's silver production comes from its Palmarejo
(Mexico) and San Bartolome (Bolivia) mines, increasing the risk
that operational or geological issues may significantly impact the
company. The rating encompasses the company's diversification from
four operating mines throughout North and South America.

Moody's believes that at current gold and silver prices, Coeur's
metrics will remain strong for its rating category over the next
12 to 18 months. Moody's also notes, however, that the company
will depend on increasing silver production from its Rochester
mine in Nevada to maintain or grow its production levels over the
next three years. Although this leach pad operation has been
profitable in part due to gold by-product credits, Moody's notes
that it could become uneconomic if metal prices decline. Moody's
also expects that over the next two to three years, the company
will experience declining production levels at Palmarejo and
declining silver recovery rates at San Bartolome, which could
potentially increase costs at these mines. Declining production
volumes as the mines approach the end of their lives also have the
potential to pressure margins over medium term. Furthermore, cost
inflation of key inputs such as energy, materials and labor costs,
as well as relatively higher geopolitical risks constrain the
rating.

The fact that one of Coeur's largest mines, San Bartolome, is in
Bolivia, is a negative factor for the rating. Moody's considers
the event risk surrounding the government's attitude to
nationalization, revision of mining contracts and increasing
royalty payment requirements to be high. The government of Bolivia
has recently moved to nationalize a number of foreign assets, and
is in process of drafting a new mining law which may redefine the
structure of mining contracts in Bolivia. Any issues with property
nationalization or material limitations on the company's mining
operations could have a significant detrimental impact on the
company's results and would put negative pressure on the ratings,
given that San Bartolome is responsible for nearly 20% of the
company's revenues.

Finally, proven and probable reserves at currently operating mines
represent approximately twelve years of production at current
production levels. Coeur will need to continue to be successful in
development of its reserves to maintain existing production
levels. The ratings reflect the uncertainties over the nature and
extent of capital investments that Coeur may make in the medium
term to ensure adequate reserves in the long term.

The Speculative Grade Liquidity rating of SGL-2 reflects Moody's
view that Coeur has good liquidity over the next four quarters. As
of September 30, 2012, the company had over $140,000 in cash and
cash equivalents. Moody's anticipates that following the proposed
transaction, pro forma cash balances will be sufficient to cover
the company's operating and capital needs over the next twelve
months. Their external liquidity sources consist of an undrawn
$100 million senior secured revolving credit facility. Moody's
expects the company to be in compliance with the facility's
restrictive covenants over the next twelve months.

The B3 rating on Coeur's senior unsecured notes reflects their
position in the capital structure behind the senior secured credit
facility. As a consequence, the rating for the unsecured notes is
one notch below the corporate family rating.

The stable outlook reflects Moody's view that the price
environment for gold and silver will remain favorable in the
intermediate term and support credit metrics.

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


COEUR D'ALENE: S&P Assigns 'BB-' ICR to Proposed $200MM Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level rating
of 'BB-' (one notch higher than the corporate credit rating) to
Coeur d'Alene Mines Corp.'s proposed $200 million unsecured notes
due 2021.  The recovery rating on the loan is '2', indicating
S&P's expectation of a substantial (70% to 90%) recovery in the
event of a payment default under its default scenario.  The
ratings are based on preliminary terms and conditions.  The
revolving credit facility is unrated.  Proceeds will be used to
prefund capital expenditures and for general corporate purposes,
including redeeming any 3.25% convertible senior notes that are
put to the company on or after March 15, 2013.

The 'B+' corporate credit rating on Coeur d'Alene Mines Corp.
incorporates S&P's view of the company's "weak" business risk
profile, characterized by its exposure to volatile metals prices,
high cost position, limited mine diversity, relatively small size,
and the risks of being a primary silver producer, given that the
majority of silver supply comes as a by-product of other mining
activities.  The "significant" financial risk profile reflects
S&P's view of the company's low absolute debt levels, strong cash
flow generation, and adequate liquidity.  In addition, recent
operating performance and cash flow have benefitted from
unprecedented high metals prices, increased volumes, and lower
capital expenditures as new mines have been completed.

"In 2012, we anticipate Coeur d'Alene Mines will generate EBITDA
in the range of $365 million to $385 million, based on current
average prices of $31 per ounce of silver and $1,650 per ounce of
gold and production levels of about 18 million ounces of silver
and 226,000 ounces of gold.  Our baseline scenario for 2013
anticipates EBITDA in the range of $300 million to $320 million
based on gold and silver price assumptions of $1,500 and $26 per
ounce, respectively.  We expect production levels in 2013 of about
19 million ounces of silver and 266,000 ounces of gold and assume
that cash costs grow at the rate of industry-wide increases," S&P
said.

Pro forma for the transaction, S&P expects Coeur d'Alene Mines'
total debt (including adjustments for royalty obligations, asset
retirements, and operating leases) of about $450 million, with
leverage of about 1.3x and funds from operations to debt of 50%.
S&P expects the company will maintain credit metrics near these
levels over the next year or so, barring any capital markets
activity.  While these metrics are what S&P would consider to be
good for its assessment of the company's "significant" financial
risk profile, it expects the company will use debt financing to
continue its acquisition-oriented growth strategy and to fund
capital expenditures related to mine development in future years.

RATINGS LIST

Coeur d'Alene Mines Corp.

Corporate Credit Rating                 B+/Stable/--

New Rating

Coeur d'Alene Mines Corp.
$200 mil. unsecured notes due 2021
Senior Unsecured                        BB-
  Recovery Rating                        2


CREDITRON FINANCIAL: Tues. Hearing on Bid to Convert Owners' Case
-----------------------------------------------------------------
Ed Palattella, writing for Erie Times-News, reports that the
owners of defunct telemarketer Telatron Marketing Group could
learn this week whether they must sell their assets in their
personal bankruptcy case.

Alfred D. Covatto and his wife, Joyce M. Covatto, lost Telatron to
bankruptcy in late 2011.  They also filed for personal Chapter 11
bankruptcy, which would allow them to keep their assets as they
reorganized their debts to pay creditors.

The report says Chief U.S. Bankruptcy Judge Thomas P. Agresti is
considering converting the Covattos' case to Chapter 7, which
would require them to liquidate their assets, such as real estate,
to settle their debts, including millions of dollars in unpaid
taxes.

The report says Judge Agresti will hold a hearing Tuesday on the
case conversion.

                     About Creditron Financial

Based in Erie, Pennsylvania, Creditron Financial Corporation, dba
Telatron Marketing Group Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No. 08-11289) on July 3, 2008.
Stephen H. Hutzelman, Esq., at Plate Shapira Hutzelman Berlin May,
et al., represents the Debtor.  The Debtor disclosed $3 million in
total assets and $4.8 million in total liabilities in its
bankruptcy petition.

New York-based Y & Y Holdings LLC, bought Telatron's assets for
$600,000 and renamed it Agility Marketing Inc.


DEEP PHOTONICS: nLight Photonics Seek Dismissal of Chapter 11 Case
------------------------------------------------------------------
nLight Photonics Corporation and Cary Kiest ask the Bankruptcy
Court for an order dismissing the Chapter 11 case of Deep
Photonics Corporation.  In the alternative, the petitioners seek
entry of an order converting the Chapter 11 to liquidation under
Chapter 7.

The petitioners are represented by:

         Robert J. Vanden Bos, Esq.
         Christopher N. Coyle, Esq.
         VANDEN BOS & CHAPMAN, LLP
         319 S.W. Washington, Suite 520
         Portland, OR 97204
         Tel: (503) 241-4869
         Fax: (503) 241-3731

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed 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 should interest developed among
the creditors.


DEWEY & LEBOEUF: Judge Skeptical of Push to Toss Layoff Suit
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge appeared unconvinced Thursday by Dewey & LeBoeuf
LLP's bid to chuck putative class allegations over the mass
layoffs connected to the firm's bankruptcy last year, despite
Dewey's argument that they belong in the Chapter 11 claims
process.

Thursday's hearing was on allegations that 550 former Dewey
employees were not given proper advance notice about the layoffs
under the New York state and federal Worker Adjustment and
Retraining Notification Acts, 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.


DIAGNOSTIC VENTURES: Ex-CEO Ducks Securities Suit Over Bankruptcy
-----------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the former head of a
Diagnostic Ventures Inc. unit on Tuesday beat class claims that he
misrepresented the company's financial health to investors before
DVI entered bankruptcy, after a Pennsylvania federal judge ruled
the investors couldn't prove they relied on his statements.

U.S. District Judge Legrome D. Davis granted former DVI Business
Credit Inc. President and CEO Terry Cady's motion for summary
judgment, saying the plaintiffs had failed to prove they relied on
Cady's alleged deceptive statements and acts, the report related.

Diagnostic Ventures, Inc., was a healthcare finance company that
extended loans to medical providers to facilitate the purchase of
diagnostic medical equipment and leasehold improvements, and
offered lines of credit for working capital secured by healthcare
receivables.  Founded in 1986, DVI was a publicly traded company
with reported assets of $1.7 billion in 2003.  Its common stock
began trading on the New York Stock Exchange in 1992. It issued
two tranches of 9 7/8% senior notes: the first, issued in 1997,
totaled $100 million; the second, issued in 1998, totaled $55
million.


DEWEY & LEBOEUF: EY LLP to Provide Additional Services
------------------------------------------------------
As reported in the TCR on Nov. 23, 2012, the Bankruptcy Court
approved the retention of EY LLP as tax services provider for
Dewey & LeBoeuf LLP, nunc pro tunc to Oct. 1, 2012.  Pursuant to
the Retention Order, EY LLP is authorized to provide only those
services set forth in the Tax Engagement Letter.

The Debtor now wants to expand EY LLP's retention to include the
following additional services, as provided in the addendum to the
Tax Engagement Letter, nunc pro tunc to Jan. 17, 2013.

The Additional Services will include assisting the Debtor by
providing tax advisory services in connection with the wind-down
of its business and partnership operations.  The services will be
at the direction and control of the Debtor, and may include
assistance and correspondence with taxing authorities, assisting
the Debtor's legal advisors as directed by the Debtor, assisting
with responding to tax questions raised by the Debtor's partners
and other matters relating to the wind-down.

EY LLP will bill the Debtor for the Additional Services at these
agreed hourly rates:

     Partner                $750 to $865
     Executive Director         $770
     Senior Manager         $730 to $770
     Manager                    $685
     Senior                 $410 to $465
     Staff                  $175 to $300

The compensation for the Additional Services will not subject to
the $250,000 cap discussed in the Retention Application with
respect to previously approved services.

EY LLP's fees (not expenses) for the Additional Services are
capped at $25,000.

                       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.


DEX ONE: To Discuss Proposed Merger Plans with Senior Lenders
-------------------------------------------------------------
Certain members of management of Dex One Corporation and
SuperMedia Inc. will be conducting a teleconference for the
benefit of the Dex Media East, Inc., Dex Media West, Inc., R.H.
Donnelley Inc. and SuperMedia Inc. senior secured lenders to
discuss synergies and integration planning in connection with the
proposed merger transactions previously announced by the Company
and SuperMedia on Aug. 21, 2012.

Numerous assessments of synergy opportunities from the merger over
the last six months established and confirmed expected synergies
of $150 million to $175 million over the next three years.

The Company disclosed in the filing that the challenges of the
proposed merger are, among other things: (a) to maintain focus on
continuing to manage these companies as separate and independent
enterprises thereby impeding the Companies' ability to take full
advantage of their combined scope prior to close, (b) executive
leadership are not named yet thereby slowing recommendations and
decision making, and (c) both companies still have individual 2013
commitments to achieve.

A copy of the discussion materials to be used during that
teleconference is available at http://is.gd/VGPxe0

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

                            *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DISCOVERY TOURS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Discovery Tours, LLC
        2340 Harrison Avenue
        Centralia, WA 98531

Bankruptcy Case No.: 13-40411

Chapter 11 Petition Date: January 23, 2013

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

Debtor's Counsel: Brian L. Budsberg, Esq.
                  BUDSBERG LAW GROUP, PLLC
                  1115 W. Bay Drive, Suite 201
                  Olympia, WA 98502
                  Tel: (360) 584-9093
                  E-mail: paralegal@budsberg.com

Scheduled Assets: $735,868

Scheduled Liabilities: $3,210,923

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb13-40411.pdf

The petition was signed by Melody Miranda, owner.


DNL INDUSTRIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: DNL Industries, LLC
        5 Winkler Farm Road
        Bedford, NY 10506

Bankruptcy Case No.: 13-22079

Chapter 11 Petition Date: January 22, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Stephen B. Selbst, Esq.
                  HERRICK, FEINSTEIN, LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-1405
                  Fax: (212) 545-2313
                  E-mail: sselbst@herrick.com

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

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

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

The petition was signed by Roger D. Timpson, chief restructuring
officer.


DO-JARR INC.: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DO-JARR, Inc.
        P.O. Box 190159
        San Juan, PR 00919

Bankruptcy Case No.: 13-00411

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Juan Manuel Suarez Cobo, Esq.
                  LEGAL PARTNERS, PSC
                  138 Winston Churchill Avenue, Suite 316
                  San Juan, PR 00926-6023
                  Tel: (787) 791-1818
                  Fax: (787) 791-4260
                  E-mail: suarezcobo@gmail.com

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

Estimated Debts: $100,001 to $500,000

A copy of the Company's list of its largest unsecured creditors
that contains only three entries is available for free at:
http://bankrupt.com/misc/prb13-00411.pdf

The petition was signed by Jaime Rodriguez Rosario, president.


DOUGLAS F. VAUGHAN: Wollen Mortgages Not Preferential
-----------------------------------------------------
Yvette Gonzales, the Chapter 7 Trustee of the Douglas F. Vaughan
bankruptcy estate, seeks to avoid mortgage liens granted to
creditors David H. Wollen and Rachel Wollen Adent, individually,
Rachel Wollen Adent as trustee of the Leah Adent and Hannah Adent
Trust, and John or Jane Doe, as trustee(s) of the Julius M. Wollen
and Diana Wollen Revocable Trust.  The Wollen Defendants, as many
others had done, invested money with Mr. Vaughan and in exchange
received promissory notes and mortgages.  This promissory note
program was the primary vehicle used to perpetrate the Ponzi
scheme.

In Count 1 of the complaint, Ms. Gonzales seeks to avoid the so-
called Wollen Notes and the Wollen Mortgages under 11 U.S.C. Sec.
548 contending that Mr. Vaughan entered into these transactions
with the intent to defraud creditors.  Ms. Gonzales seeks to
recover the Real Property free of liens for the benefit of
creditors under 11 U.S.C. Sec. 550.  In Count 2 of the Complaint,
Ms. Gonzales alleges that the Wollen Mortgages were preferential
and are avoidable under 11 U.S.C. Sec. 547.

On Oct. 10, 2012, the Wollen Defendants filed their Motion to
Dismiss as to the Wollen Defendants or, in the alternative, for
summary judgment as to the Wollen Defendants on Count 2.  The
Wollen Defendants contend that the District Court lacks subject
matter jurisdiction because Ms. Gonzales has no standing to assert
these claims in federal court.

In a ruling last week, Senior District Judge James A. Parker said
the Wollen Mortgages were not preferences because they were not
granted on account of an antecedent debt and they were
substantially contemporaneous exchanges for new value.
Accordingly, the Court granted summary judgment in favor of the
Wollen Defendants dismissing Count 2 of the Complaint.

The Court also ruled that the Court has subject matter
jurisdiction.

The case is, YVETTE GONZALES, Trustee Plaintiff, v. JUDITH A.
WAGNER, Trustee of the Bankruptcy Estate of the Vaughan Company
Realtors, DAVID H. WOLLEN, RACHEL WOLLEN ADENT, individually,
RACHEL WOLLEN ADENT, as Trustee of the Leah Adent and Hannah Adent
Trust, JOHN OR JANE DOE, as Trustee of the Julius M. Wollen and
Diana Wollen Revocable Trust, and VAUGHAN CAPITAL, LLC,
Defendants, No. 12 CV 411 JAP/SMV (D. N.M.).

In the lawsuit, Ms. Gonzales also claims Mr. Vaughan transferred
real property to Vaughan Company Realtors, a related entity
currently in Chapter 11 bankruptcy, and that VCR subsequently
transferred the Real Property to Vaughan Capital, LLC, as part of
a scheme to defraud creditors.

A copy of the Court's Jan. 22, 2013 Memorandum Opinion and Order
is available at http://is.gd/hshCgwfrom Leagle.com.

                        About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


DREIER LLP: Trustee Demands Ex-IP Head, Partners Cough Up Funds
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the liquidating
trustee for Dreier LLP on Wednesday hit its former intellectual
property head and two other former partners with a suit looking to
recover profits earned from legal matters that the trustee says
originated with the fallen firm.

Sheila M. Gowan's complaint alleges that the former head of the
firm's IP department, Albert L. Jacobs Jr., and former IP partners
Gerard Diebner and Daniel Ladow collected funds for legal services
provided to former Dreier clients that they brought with them to
Jacobs LLP, the report related.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


EASTMAN KODAK: Receives Approval for $844 Million Loan
------------------------------------------------------
Eastman Kodak Co. won court approval for $844 million in financing
that it will use to complete its restructuring.

David McLaughlin, writing for Bloomberg News, reported that the
financing from a group of noteholders was approved at a hearing on
Jan. 24 by U.S. Bankruptcy Judge Allan Gropper in Manhattan,
Bloomberg related.  It can be converted into $644 million of exit
financing to fund Kodak's emergence from court protection,
according to court papers, Bloomberg noted.

Kodak is "well on its way" to completing its reorganization and
the financing will support the company as it develops its plan,
Andrew Dietderich, a Kodak attorney, said at the hearing,
Bloomberg related.  Kodak said in a statement that it plans to
emerge from bankruptcy in the middle of this year.

Chief Executive Officer Antonio Perez has been selling businesses
to shrink the company and fund its shift into commercial printing
and packaging, Bloomberg recalled.  Earlier this month, it won
court approval to sell patents to a group of technology companies
including Apple Inc. and Google Inc.

"The financial picture is a stark contrast to the company that
filed for Chapter 11 this time last year," Mr. Dietderich said at
the hearing, according to Bloomberg.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded Jan. 23 for 13.6 cents on the dollar, up from 10.5 cents on
Dec. 12, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

Eastman Kodak is obtaining the up to $844 million in financing
from senior D.I.P. lenders and Wilmington Trust, National
Association as administrative agent.

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

                        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: Debtor and Creditors May Investigate Parent
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Mission Energy and the official creditors'
committee were given authorization from the bankruptcy court this
week to obtain information from EME's parent Edison International
Inc.

According to the report, the discovery will relate to an agreement
made before the Chapter 11 filing in December where ownership of
EME will be transferred to creditors.  Subpoena power granted by
last week's order is designed to avoid strictures on information
disclosure that might hamper the turnover of information from some
EME's utility affiliates.  Court approval included blessing a
confidentiality agreement where information can be shared with
creditors and noteholders.

EME hasn't yet sought approval of the agreement with noteholders.
Definitive documents are to be prepared.

The $1.196 billion in 7% senior unsecured notes maturing in 2017
traded at 4:08 p.m. Jan. 24 for 47.827 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The day before
bankruptcy, they went for 52.5 cents.

                       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.


EDUCATION HOLDINGS: Prepack Plan Set for March 7 Confirmation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Education Holdings 1 Inc. held the first major
hearing Jan. 23 after commencing a prepackaged Chapter 11
reorganization on Jan. 21.  The bankruptcy judge scheduled the
pivotal confirmation hearing on March 7 for approval of the plan
already accepted by affected creditors.

At the hearing Jan. 23, the judge gave interim approval for a loan
of as much as $5.6 million.  The loan can be increased to
$7 million at a final financing hearing on Feb. 7.

As reported in the Jan. 23 edition of the TCR, the primary purpose
of the Plan is to effectuate a restructuring of the Debtor's
current capital structure in order to align it with the Debtors'
operating prospects and provide the Debtor with adequate
liquidity.  The claims and interests will be treated as follows:

          Claims/
  Class   Interests                Treatment
  -----   ---------                ---------
    1     Senior Secured Claims
          ($36.3 million
            Outstanding)           Impaired - The senior secured
                                   credit agreement will be
                                   amended and restated in its
                                   entirety by a $36 million
                                   exit facility agreement.
                                   Recovery: 100%

    2     Priority Claims          Unimpaired - Claimholders will
                                   receive ash equal to the amount
                                   of the claim.
                                   Recovery: 100%

    3     Second Lien Facility
          Claims
          ($7 million)             Impaired - Second lien
                                   claimants will receive
                                   $7 million of new second lien
                                   notes.
                                   Recovery: 100%

    4    Senior Notes Claims
         ($69.4 million plus
          interest and fees)       Impaired - Noteholders will
                                   receive 100% of the new senior
                                   subordinated notes, new
                                   preferred stock with face value
                                   of $40 million, and 30% of the
                                   new common stock.
                                   Recovery: 75.4%

    5    Junior Notes Claims
         ($43.1 million plus
          interest plus fees)      Impaired - Holders of the
                                   junior notes will receive 70%
                                   of the new common stock.
                                   Recovery: Less than 1%

    6    General Unsecured
         Claims                    Unimpaired - General unsecured
                                   creditors will be paid in full
                                   in cash.
                                   Recovery: 100%

    7    Section 510(b) Claims     Impaired.  Holders won't
                                   receive any distributions.
                                   Recovery: 0%

    8    Old Equity Interests      Impaired.  Shareholders won't
                                   receive anything, and the
                                   existing equity interests will
                                   be cancelled.
                                   Recovery: 0%

A copy of the Prepackaged Plan is available for free at:

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

A copy of the Disclosure Statement is available for free at:

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

                    About Education Holdings 1

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

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

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

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


ELECTRICAL COMPONENTS: Moody's Affirms 'B2' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Electrical
Components International, Inc. (ECI) to stable from negative.
Concurrently, Moody's affirmed all of the company's ratings,
including its B2 Corporate Family Rating and B3-PD Probability of
Default Rating. The stabilization of the outlook is largely due to
the company's improved liquidity profile.

The following ratings were affirmed (with point estimate
revisions):

Corporate Family Rating at B2;

Probability of Default Rating at B3-PD;

$30 million senior secured revolving credit facility due 2016 to
B1 (LGD2, 25%) from B1 (LGD2, 26%); and

$160 million senior secured term loan due 2017 to B1 (LGD2, 25%)
from B1 (LGD2, 26%).

The rating outlook is stable

Ratings Rationale

ECI's B2 corporate family rating reflects its elevated though
improving leverage profile, as well as its good liquidity, which
benefits from expectations of positive free cash flow generation
and the presence of a supply chain receivables factoring program.
At the same time, the rating considers the company's high customer
concentration within the North American white goods appliance
sector, including its large reliance on a limited number of
appliance manufacturers in the US. The rating benefits from the
company's dominant position as a wire harness manufacturer in
North America and Europe and its low cost manufacturing
capabilities.

The stable outlook reflects Moody's expectation that ECI will
remain in compliance with its covenants during the next twelve
months, largely as a result of ongoing improvement in operational
performance. The company has strengthened its covenant cushion by
improving its profitability, and Moody's would expect further
cushion expansion should the company execute any voluntary debt
repayments. While financial flexibility will tighten in the
intermediate-term due to future contractual leverage covenant
step-downs, Moody's believes the company will remain in compliance
with its covenants.

A ratings upgrade is not likely over the near term, primarily due
to the company's small size, high customer concentration, and
limited geographic revenue diversification. In addition, the
potential for volatility in end-user demand for its products,
which is inherent in the company's business, constrains the
rating. However, if the company is able to grow its size over time
while improving its customer and geographic revenue
diversification, as well as maintain good liquidity, the ratings
could be upgraded.

A ratings downgrade could occur if ECI's financial flexibility
weakens due to an inability to maintain a healthy covenant
compliance cushion and/or failure to generate free cash flow.

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

Electrical Components International, Inc., (ECI) headquartered in
St. Louis, Missouri, is a leading manufacturer of wire harnesses
and provider of contract assembly services to North American,
European and Asian white goods appliance manufacturers. In
addition, the company produces specialty wire harnesses for the
transportation, heating, ventilations and air conditioning,
construction and agriculture end markets. ECI is majority owned by
a group of lead lenders to the company prior to its pre-planned
reorganization in 2010. For the twelve month period ending
September 30, 2012, the company generated revenues in excess of
$560 million.


ENERGY FUTURE: EFIH Revises 2012 Income Estimates to $321 Million
-----------------------------------------------------------------
Energy Future Holdings Corp. and EFH Corp.'s direct wholly-owned
subsidiaries Energy Future Intermediate Holding Company LLC and
Energy Future Competitive Holdings Company disclosed in a current
report on Form 8-K dated Jan. 22, 2013, selected preliminary
unaudited financial data for the year ended Dec. 31, 2012, for
each of EFH Corp., EFIH, and EFIH's direct wholly-owned
subsidiary, Oncor Electric Delivery Holdings Company LLC.  The
Company has amended the initial Form 8-K to update the information
provided under the heading "EFIH Unaudited Preliminary Financial
Data."

EFIH has amended its estimated net income for the year ended
Dec. 31, 2012, to $321 million, compared to the previously
disclosed estimate of $331 million net income.

A copy of the Amended Current Report is available at:

                        http://is.gd/Ne5c8q

                        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.


EXECUTIVE CENTER: Seeking Dismissal of Chapter 11 Case
------------------------------------------------------
Executive Center of Simi Valley LLC has filed a motion with the
U.S. Bankruptcy Case to dismiss its chapter 11 case.

The case was filed to put a stop a state court action seeking to
appoint a receiver on properties commonly known as 30077 and 30101
Agoura Court, Agoura Hills CA 91301.  The Agoura properties were
foreclosed upon Nov. 2, 2012, secured by creditor Platinum
Courtyard, LLC.

The Debtor still owns 1445 East Los Angeles Ave., Simi Valley CA
93065.  The Debtor has never missed payment on that property.  The
Debtor has 471,782.37 in unsecured debt and said it can handle on
its own.

Hearing on the motion was set for Jan. 10, 2013.

                        About Executive Center

Executive Center of Simi Valley LLC, which operates the Agoura
Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Calif.
Case No. 12-11527) on Feb. 16, 2012.  Judge Victoria S. Kaufman
presides over the case.  Janet A. Lawson, Esq., in Ventura,
California, serves as the Debtor's counsel.  The Debtor scheduled
$29,576,254 in assets and $19,093,382 in debts.  The petition was
signed by Arnold A. Klein, managing partner.


FAIRPOINT COMMUNICATIONS: Maine High Court Affirms PUC Ruling
-------------------------------------------------------------
Northern New England Telephone Operations LLC, d/b/a FairPoint
Communications-NNE, appeals from a 2012 order of the Public
Utilities Commission determining how "addressability" will be
measured when calculating FairPoint's broadband buildout
commitments in Maine.  Those commitments originated in a 2008
Commission order -- merger order -- that incorporated an amended
stipulation presented by FairPoint and other parties.  FairPoint
primarily contends that the merger order constitutes a consent
decree and that the Commission erred by failing to interpret the
merger order in a manner consistent with the intent and
understanding of the parties to the stipulation.

Last week, the Supreme Judicial Court of Maine affirmed the
Commission's order.

FairPoint's broadband obligations in Maine arose from a utility
reorganization effected by a merger between Verizon New England
Inc., d/b/a Verizon Maine, and FairPoint.  Pursuant to the merger,
Verizon was to transfer its local exchange and long distance
telephone businesses to FairPoint, and FairPoint would start
providing regulated telephone utility service to Maine citizens
and businesses.  In February 2007, as required by 35-A M.R.S. Sec.
708 (2007), Verizon and FairPoint filed a request with the
Commission seeking the approvals and authorizations needed for the
utility reorganization to proceed.  In considering the request,
the Commission began an adjudicatory proceeding in which numerous
parties intervened, including the Office of the Public Advocate.

During the merger proceedings, the Commission's hearing examiner
and advisory staff (examiners) issued a report reviewing the
merger proposal.  The examiners recommended that the merger not be
approved because the debt FairPoint would acquire presented too
great a risk of causing FairPoint to experience financial failure.
In their report, the examiners stated that "FairPoint's commitment
to increase investment in facilities that [would] deliver
broadband services" to more Maine consumers than Verizon had was
"the most obvious of [the] potential advantages offered by the
proposed merger."

In explaining FairPoint's proposal, the examiners noted that
FairPoint used the term "addressability" when referring to its
proposed expansion of broadband service. As the term was used by
FairPoint, addressable lines included some lines that were not
actually capable of providing broadband service because of line
characteristics such as length or the presence of "disrupters."
Verizon did not count those lines in its broadband buildout
estimates.  Thus, to facilitate a comparison of FairPoint's
proposal with Verizon's broadband buildout estimates, the
examiners, in their report, referred to addressable lines in the
same way FairPoint did.

After receiving the examiners' report, FairPoint, Verizon, the
Commission's advocacy staff, the Public Advocate, and some of the
other interveners filed a stipulation with the Commission in
December 2007.  This stipulation, as later amended in January
2008, committed FairPoint to expanding "DSL [a]vailability in
Maine to reach . . . 83% addressability of Maine access lines
within two years of the closing of the Merger" and "attaining 90%
DSL addressability by the end of the five year period" beginning
when the merger closes. "Addressability" was not defined in the
stipulation.

Upon its review, the Commission found that the proposed merger was
"consistent with the interests of ratepayers and investors" and
that its potential benefits outweighed its risks. Thereafter, the
Commission added conditions to those contained in the amended
stipulation, approved the merger with the new conditions, and
"explicitly integrated [the amended stipulation] into, and made
[it] a part of" its merger order. Although the merger order, like
the amended stipulation, discusses FairPoint's broadband buildout
obligations in terms of addressability, it contains no definition
of the term.

Approximately 20 months after the Commission's approval of the
merger, FairPoint filed a voluntary Chapter 11 petition.  In
connection with those bankruptcy proceedings, FairPoint, the
Public Advocate, and a Commission representative reached a
regulatory settlement agreement that, among other things, reduced
FairPoint's ultimate broadband buildout obligations from 90%
addressability to 87%.  The Commission agreed to that reduction in
a July 6, 2010 order (the 2010 order), finding that "the benefit
to be gained from a financially sound FairPoint, and the risks
inherent in making substantive changes to the Regulatory
Settlement, outweigh the potential hardship to be faced by the 3%
of customers that may not receive broadband service."

In the 2010 order, the Commission also amended the merger order by
approving and incorporating other provisions that extended
deadlines for FairPoint's broadband buildout4 and committed
FairPoint to providing broadband technology with "a minimum upload
speed of 512 kilobits and a download speed of 1.5 megabits per
second."

After the first milestone date, FairPoint notified the Commission
that it had expanded broadband buildout to the level of 83%.  The
Public Advocate disagreed, contending that FairPoint had used the
wrong measure of addressability and therefore overstated its
results.  In calculating its addressability ratio, FairPoint used
as its numerator the number of lines that terminated at a DSL-
equipped facility, regardless of whether a line's characteristics
prevented it from being capable of providing DSL service.  It used
as its denominator the number of residential and business
switched-access lines existing as of the summer of 2007.  The
Public Advocate argued that lines that cannot be made to actually
provide DSL service in a short period of time should not be
included in the numerator.

Following a hearing, the Commission determined that when
calculating addressability, FairPoint could include in the
numerator only "those lines that are actually capable of receiving
broadband service plus those lines that can be made ready to
receive it within 15 days following a request for service by a
customer."  The Commission further held that only those lines that
meet the requirements of the 2010 order, including the speed
requirements, may be included in the numerator.

FairPoint took an appeal pursuant to 35-A M.R.S. Sec. 1320 (2012).

The case is, NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC, v.
PUBLIC UTILITIES COMMISSION, PUC-12-91 (Maine).  A copy of the
Supreme Judicial Court's Jan. 24, 2013 decision is available at
http://is.gd/y4832Nfrom Leagle.com.

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. served as financial advisor for the Company; AlixPartners,
LLP, acted as the restructuring advisor; and Paul, Hastings,
Janofsky & Walker LLP served as the Company's counsel.  BMC Group
served as the claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth served as counsel to the Official Committee of
Unsecured Creditors.  Altman Vilandrie acted as the operational
consultant to the Creditors' Committee.  Verrill Dana was the
Creditors' Committee's special regulatory counsel.  Jeffries
served as the Creditors' Committee's financial advisor.

FairPoint on Jan. 24, 2011, completed its balance sheet
restructuring and emerged from Chapter 11.  FairPoint reduced its
outstanding debt by roughly 64%, from roughly $2.8 billion --
including interest rate swap liabilities and accrued interest --
to roughly $1.0 billion.  In addition, the Company has a $75
million revolving credit facility available for working capital
and general corporate purposes.  Existing stock in the Company was
cancelled and holders did not receive any distributions.


FIRST HORIZON: Moody's Rates Non-Cumulative Preferred Stock 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned shelf ratings and a non-
cumulative preferred stock rating to First Horizon National
Corporation (FHN; senior unsecured of Baa2 negative). The
following shelf ratings were assigned: senior unsecured of
(P)Baa2, junior subordinate of (P)Ba1, cumulative preferred stock
of (P)Ba1, and non-cumulative preferred stock of (P)Ba2. Moody's
assigned a rating of Ba2 (hyb) to FHN's non-cumulative perpetual
preferred stock. The outlook on the preferred stock rating is
negative, consistent with the outlook on the debt ratings of FHN
and its lead bank, First Tennessee Bank (standalone bank financial
strength rating/baseline credit assessment of C-/baa1, deposit
ratings of Baa1/Prime-2).

Ratings Rationale

Moody's said that FHN's shelf and non-cumulative perpetual
preferred stock ratings reflect the rating agency's normal
notching practices for hybrid instruments.

FHN is headquartered in Memphis, Tennessee and reported assets of
$26 billion at 31 December 2012.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.


FLAT OUT CRAZY: Restaurant Chain Files for Bankruptcy
-----------------------------------------------------
Lisa Brown, writing for the St. Louis Post-Dispatch, reports that
the Stir Crazy Fresh Asian Grill chain filed for bankruptcy on
Jan. 25.  Stir Crazy is part of Chicago-based Flat Out Crazy LLC,
which operates Stir Crazy and Flat Top Grill locations in several
states.  The chain filed for Chapter 11 bankruptcy in New York.

According to the report, the chain listed both assets and
liabilities ranging between $10 million and $50 million.
Unsecured creditors include landlord, Altus Properties, which is
owed nearly $85,000.


FRANK PARSONS: Response Deadline in Clawback Suits Extended
-----------------------------------------------------------
Bankrutcy Judge Robert A. Gordon signed off on several
stipulations that extend the time for defendants to respond to
lawsuits filed by Edward T. Gavin, the duly appointed Trustee of
the FPI Liquidating Trust.  The Trust sued the defendants to avoid
preferential transfers, recover property, and for related relief.

The stipulations extend the response deadline to Feb. 15, 2013,
for these defendants:

     -- Pro Tech Computer Supply, Inc., which is represented by:

        John J. Lovejoy, Esq.
        SHAPIRO SHER GUINOT & SANDLER
        36 South Charles Street Suite 2000
        Baltimore, MD 21201
        Telephone: (410) 385-4204
        E-mail: jjlovejoy@shapirosher.com

        A copy of the stipulation is available at
        http://is.gd/iju3wKfrom Leagle.com.

     -- Tiger Direct, Inc. and Syx Services Inc., which are
        represented by Tammy Yahiel -- yahiel@tstimpreso.com and
        Seth M. Choset, Esq. -- schoset@wgplaw.com -- at Weinberg,
        Gross & Pergament LLP.  A copy of the Jan. 24-dated
        Stipulation is available at http://is.gd/6JXpH7from
        Leagle.com.

     -- Ribbons Express, Inc. d/b/a WP Wholesale, and Riverside
        Claims LLC, which are represented by:

        CIARDI CIARDI & ASTIN
        Marnie E. Simon, Esq.
        Nicole M. Nigrelli, Esq.
        2005 Market Street, Suite 1930
        Philadelphia, PA 19103
        Telephone: (215) 557-3550
        E-mail: msimon@ciardilaw.com

        A copy of the Jan. 24 stipulation is available at
        http://is.gd/TETe83from Leagle.com.

The response deadline is extended to Feb. 18 for defendants Boise
White Paper, L.L.C., and Boise Inc., which are represented by Alan
Grochal, Esq. -- agrochal@tydingslaw.com -- at Tydings & Rosenberg
LLP.  A copy of the stipulation is available at
http://is.gd/Cu3gcrfrom Leagle.com.

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Judge Robert A. Gordon presides over the case.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, served as the Debtor's bankruptcy counsel.  The
Debtor also tapped SSG Capital as an investment banker to explore
strategic options.  WeinsweigAdvisors LLC served as the financial
advisor to the Debtor.  Delaware Claims Agency, LLC, acted as the
claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, served
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.

Frank Parsons changed its name to "FPI Liquidation Corp." after
closing of the sale of substantially all of its assets to TSRC,
Inc., in May 2011.  Pursuant to an asset purchase agreement, the
Buyer paid $2,000,000, plus 50 % of the book value of the Closing
Inventory, for the purchased assets.

Edward T. Gavin, who serves as trustee of the FPI Liquidating
Trust, is represented by:

          Brent C. Strickland, Esq.
          Stephen B. Gerald, Esq.
          Alan C. Lazerow, Esq.
          WHITEFORD TAYLOR PRESTON LLP
          Seven Saint Paul Street
          Baltimore, MD 21202-1636
          Telephone: (410) 347-8700
          E-mail: bstrickland@wtplaw.com
                  sgerald@wtplaw.com
                  alazerow@wtplaw.com

               - and -

          Andrew W. Caine, Esq.
          Michael R. Seidl, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street P.O. Box 8705
          Wilmington, DE 19899-8705
          Telephone: (302) 652-4100
          E-mail: acaine@pszjlaw.com
                  mseidl@pszjlaw.com


FRANK PARSONS: Chesapeake Mission Response Deadline Extended
------------------------------------------------------------
Bankruptcy Judge Robert A. Gordon signed off on a stipulation that
extend the time for Chesapeake Mission Critical, L.L.C. d/b/a
Mission Critical, to respond to lawsuit filed by Edward T. Gavin,
the duly appointed Trustee of the FPI Liquidating Trust.  The
Trust sued the defendant to avoid preferential transfers, recover
property, and for related relief.  The stipulation extend the
response deadline to Feb. 15, 2013.  A copy of the Jan. 24
stipulation is available at http://is.gd/aGuJSBfrom Leagle.com.

Chesapeake Mission is represented by:

          GIMMEL, WEIMAN, ERSEK, BLOMBERG & LEWIS, P.A.
          Steven T. Blomberg, Esq.
          4 Professional Drive, Suite 145
          Gaithersburg, MD 20879
          Telephone: (301) 840-8565
          E-mail: sblomberg@gweblaw.com

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Judge Robert A. Gordon presides over the case.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, served as the Debtor's bankruptcy counsel.  The
Debtor also tapped SSG Capital as an investment banker to explore
strategic options.  WeinsweigAdvisors LLC served as the financial
advisor to the Debtor.  Delaware Claims Agency, LLC, acted as the
claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, served
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.

Frank Parsons changed its name to "FPI Liquidation Corp." after
closing of the sale of substantially all of its assets to TSRC,
Inc., in May 2011.  Pursuant to an asset purchase agreement, the
Buyer paid $2,000,000, plus 50 % of the book value of the Closing
Inventory, for the purchased assets.

Edward T. Gavin, who serves as trustee of the FPI Liquidating
Trust, is represented by lawyers at Whiteford Taylor Preston LLP,
and Pachulski Stang Ziehl & JONES LLP.


FREDDIE MAC: GE Settles FHFA Suit over Mortgage Bonds
-----------------------------------------------------
David McLaughlin and Clea Benson, writing for Bloomberg News,
reported that General Electric Co. settled a lawsuit filed by the
Federal Housing Finance Agency over losses on mortgage bonds sold
to Freddie Mac, the regulator said.

FHFA, which oversees Fannie Mae and Freddie Mac, sued GE and
underwriters Morgan Stanley (MS) and Credit Suisse Group AG (CS),
saying mortgage loans backing about $550 million in securities
didn't live up to their promised quality, the report related.

"This settlement resolves the dispute between FHFA and GE
consistent with FHFA's responsibilities as conservator of Freddie
Mac," Alfred M. Pollard, FHFA's general counsel, said in a
statement, Bloomberg quoted. "FHFA is pleased this lawsuit has
been resolved and appreciates the work of Freddie Mac in this
matter."

Pollard didn't disclose the terms of the settlement and a
spokesman for Fairfield, Connecticut-based GE couldn't be reached
for comment, Bloomberg related.

The case against GE is among a group of lawsuits FHFA filed
against banks over mortgage securities sold to Fannie Mae and
Freddie Mac, Bloomberg said.  The agency said in a court filing
yesterday that it was dropping claims against GE, Morgan Stanley
and Credit Suisse.

The case is Federal Housing Finance Agency v. General Electric
Co., 11-7048, U.S. District Court, Southern District of New York
(Manhattan).

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at March 31, 2012, showed
$3.20 trillion in total assets, $3.20 trillion in total
liabilities and $268 million in total equity.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GALLANT ACQUISITIONS: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court has granted the motion filed by the U.S.
Trustee to dismiss the chapter 11 case of Gallant Acquisitions Ltd
with prejudice to re-filing for 180 days.

Willis, Texas-based Gallant Acquisitions Ltd. filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-33353) in Houston, Texas,
on May 1, 2012.  In the petition, the Debtor disclosed total
assets of $10 million and total debts of $9.15 million, all on
account of liquidated secured debt.

The Debtor owns various properties in Texas, including a 130-acre
Land & Golf Course and 32-acre multiuse land on Highway 105, in
Conroe, Texas.

Judge Jeff Bohm oversees the case.  Barbara Mincey Rogers, Esq.,
at Rogers & Anderson, PLLC, serves as the Debtor's counsel.  The
petition was signed by Warrant Gallant, president of Gallan GP,
LLC, general partner.


GLACIAS LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GLACIAS LLC, a California Limited Liability Corporation
        1701 Quail Street
        Newport Beach, CA 92660

Bankruptcy Case No.: 13-10657

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Ashishkumar Patel, Esq.
                  LAW OFFICE OF ASHISHKUMAR PATEL, APC
                  2102 Business Center Drive
                  Irvine, CA 92612
                  Tel: (949) 253-4192
                  Fax: (949) 253-4193
                  E-mail: apatelesq@yahoo.com

Estimated Assets: $0 to $50,000

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

The  list of largest unsecured creditors filed with the petition
contains only three entries
http://bankrupt.com/misc/cacb13-10657.pdf

The petition was signed by Tom Krucker, director.


HAWKER BEECHCRAFT: Key Creditors Approve Reorganization Plan
------------------------------------------------------------
Hawker Beechcraft, Inc. on Jan. 25 announced the key creditors
voting in the company's solicitation process have overwhelmingly
approved its proposed Joint Plan of Reorganization.

The company also announced that J.P. Morgan Securities LLC and
Credit Suisse Securities (USA) LLC have agreed to act as joint
lead arrangers and joint bookrunners to structure, arrange and
syndicate $600 million in exit financing, consisting of a term
loan and a revolving line of credit.  The affiliated banks of the
joint lead arrangers, JPMorgan Chase Bank, N.A. and Credit Suisse
AG, have committed to underwrite the financing.  The financing
will be used to repay all claims under the debtor-in-possession
(DIP) post-petition credit facility, pay certain settlement and
cure payments and fund ongoing operations.  The financing is
subject to, among other things, completion of definitive financing
documentation and Bankruptcy Court approval.

Robert S. "Steve" Miller, CEO of Hawker Beechcraft, Inc., said,
"The tremendous show of support of our creditors for the Plan,
which will dramatically reduce Hawker Beechcraft's debt load, and
the financing commitment from JPMorgan and Credit Suisse mark an
important milestone for the company as it moves closer to emerging
from the restructuring process."

Bill Boisture, Chairman of Hawker Beechcraft Corporation, said,
"The reorganized Beechcraft Corporation will emerge from this
process in a strong operational and financial position, with the
working capital and flexibility to execute a strategy built around
our core products like the world-renowned King Air twin engine
turboprop and the T-6 military training aircraft, which will
enable the company to compete well into the future."

Hawker Beechcraft will seek approval from the Court to exit
bankruptcy at the confirmation hearing scheduled for Jan. 31 and
expects to emerge from Chapter 11 in the second half of February.
Upon emergence, pre-petition secured bank debt, unsecured bond
debt, and certain general unsecured claims will be canceled and
holders of such claims will receive equity in the reorganized
company in the percentages negotiated by the major creditor groups
at the time the company commenced its Chapter 11 proceedings.  A
new Board of Directors, to be appointed by the new owners of the
company, will take over on the date of emergence.

Hawker Beechcraft's legal representative is Kirkland & Ellis LLP;
its financial advisor is Perella Weinberg Partners LP; and its
restructuring advisor is Alvarez & Marsal North America, LLC. The
Ad Hoc Committee of Senior Secured Lenders' legal representative
is Wachtell Lipton Rosen & Katz.  Credit Suisse serves as agent
for the lenders under Hawker Beechcraft's secured pre-petition and
debtor-in-possession credit facilities.  Credit Suisse's legal
representative is Sidley Austin LLP and its financial advisor is
Houlihan Lokey.  The Unsecured Creditors Committee's legal
representative is Akin Gump Strauss Hauer & Feld LLP and its
financial advisor is FTI Consulting, Inc.

                      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%.


HAWKER BEECHCRAFT: Thurs. Hearing on Plan, Pensions & Retiree Deal
------------------------------------------------------------------
Molly McMillin, writing for The Wichita Eagle, reports that the
Bankruptcy Court at a hearing Jan. 24 postponed ruling on Hawker
Beechcraft's three pension programs until Jan. 31.  The Court also
postponed ruling on a proposed settlement with an ad hoc group of
retired salaried employees.

The Bankruptcy Court is also slated to consider confirmation of
Hawker Beechcraft's plan of reorganization on Jan. 31.  If
approved, Hawker plans to emerge from bankruptcy in the last half
of February.

The report recounts Hawker is seeking to terminate two of its
retirement plans -- a salaried plan and a base retirement plan --
and for the Pension Benefit Guaranty Corp. to take them over and
pay benefits to vested participants.  Hawker intends to continue a
benefit plan for hourly workers in an agreement reached with the
Machinists union last year.  Under the agreement, accruals for the
hourly workers were to be frozen at the end of 2012 and a new
Retirement Income Savings plan created. That plan would continue
to operate after Hawker Beechcraft emerges from bankruptcy.

According to the report, Hawker agreed to set aside $250,000 a
year for 10 years to cover shortfalls recipients represented by
the ad hoc group would lose as a result of the bankruptcy.  The
settlement covers about 70 former salaried employees whose
benefits would exceed caps the PBGC sets on how much a retiree can
collect in a year.

The report relates the PBGC will pay retirement benefits up to a
legal limit of about $56,000 a year for a 65-year-old, according
to the agency.  Hawker will pay $80,000 for fees and expenses for
legal counsel incurred by the ad hoc retiree group, according to a
court filing.

                      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%.


HAWKER BEECHCRAFT: Asks for Approval of JPMorgan Exit Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 29, 2013, at 12:00 p.m., to
consider Hawker Beechcraft, Inc., et al.'s request to:

   a) enter into (i) the exit financing commitment letter with
      JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC;
      and (ii) the related fee letter; and

   b) incur and pay certain fees and expenses as set forth in the
      exit financing letters.

Objections, if any are due Jan. 29 at 11:30 a.m.

The Debtors stated that they are soliciting votes on their Plan
and a confirmation hearing has been scheduled for Jan. 31, 2013.
In preparation for emergence from bankruptcy, the Debtors have
focused their efforts on procuring the exit financing necessary to
consummate the Plan and to provide sufficient working capital to
the reorganized Debtors for their business operations and other
general corporate purposes.

The exit financing will consist of (a) a $375 million senior
secured term loan facility and (b) a $225 million senior secured
asset-based revolving credit facility.  The Debtors will use the
funds to pay in full all outstanding amounts under the super-
priority $400 million debtor-in-possession facility, pay certain
settlement and cure payments, and provide working capital to the
reorganized Debtors for their business operations and other
general corporate purposes.  The revolving facility likely will
remain undrawn on the effective date of the Amended Plan, and will
be available thereafter to support the Debtors' operating needs.

                      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%.


HERON LAKE: Extends AgStar Forbearance Agreement Until Feb. 28
--------------------------------------------------------------
Heron Lake BioEnergy, LLC, entered into an Amended and Restated
Forbearance Agreement with AgStar Financial Services, PCA, that
provides for a forbearance period until Feb. 28, 2013, relating to
certain covenant defaults and required monthly principal
installment payments.  The Company and AgStar previously entered
into a Forbearance Agreement dated Dec. 21, 2012.

The Company is indebted to AgStar under an Amended and Restated
Term Note dated Sept. 1, 2011, in the principal amount of
$40,000,000, and an Amended and Restated Term Revolving Note dated
Sept. 1, 2011, in the principal amount of $8,008,689.  The
Company's obligations to AgStar are further evidenced by a Fifth
Amended and Restated Master Loan Agreement dated Sept. 1, 2011.
The loans were made by AgStar to the Company for the purpose of
constructing and operating an ethanol production facility in Heron
Lake, Minnesota.

As of Dec. 1, 2012, the outstanding principal balance of the
indebtedness was approximately $36.3 million for the Term Note and
approximately $4.2 million for the Revolving Note.

The Company did not make the required monthly installment of
principal required by the Notes on Dec. 1, 2012, and Jan. 1, 2013,
and will not make the required monthly installment of principal
required by the Notes on Feb. 1, 2013.  The Company also was in
default of certain financial covenants under the MLA.  On account
of those defaults, AgStar had the right to declare the Notes fully
and immediately due and payable without defense or right of setoff
prior to entry into the Forbearance Agreement.  In addition,
AgStar is entitled to collect the late charges and to recover from
the Company its costs and expenses, including reasonable attorney
fees incurred in connection with the negotiation and execution of
the Forbearance Agreement.

On Jan. 3, 2013, the Company entered into an Asset Purchase
Agreement, as the sole member of Lakefield Farmers Elevator, LLC,
under which it has proposed to sell substantially all of the real
property and personal property of Lakefield Farmers Elevator used
in connection with the operation of its grain storage and handling
facilities to FCA Co-op.

Under the Forbearance Agreement, AgStar agreed to forbear from
exercising its legal and contractual rights and remedies provided
in the Loan Documents and by applicable law, including, but not
limited to, the right to foreclose the real estate mortgages and
security agreements and to obtain the appointment of a receiver
pursuant to applicable law, until Feb. 28, 2013, in order to
permit the Company to close on the transactions contemplated by
the Asset Purchase Agreement dated Jan. 22, 2013, between the
Company and Guardian and the Elevator APA.

Advances under the Revolving Note may only be advanced to the
Company for the purpose of funding normal operating expenses
pending the closing of the transactions contemplated by the
Ethanol Plant APA and Elevator APA, including the payment of
interest to AgStar in accordance with the Forbearance Agreement.
Those advances may not exceed $1,750,000.

In connection with the Forbearance Agreement, the Company paid a
forbearance fee of $10,000, plus all other costs and expenses
incurred by AgStar in connection with the preparation, negotiation
and execution of the Forbearance Agreement, including, without
limitation, reasonable attorneys' fees.

                          About Heron Lake

Minnesota-based Heron Lake BioEnergy, LLC, owns and
operates a dry mill corn-based, natural gas fired ethanol plant
near Heron Lake, Minnesota.  The plant has a stated capacity to
produce 50 million gallons of denatured fuel grade ethanol and
160,000 tons of dried distillers' grains (DDGS) per year.

As reported in the Troubled Company Reporter on Feb. 7, 2012,
Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minn.,
expressed substantial doubt about Heron Lake BioEnergy's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Oct. 31, 2011.  The independent auditors
noted that the Company previously incurred operating losses
related to difficult market conditions and operating performance.
The Company was previously out of compliance with its master loan
agreement and had a lower level of working capital than was
desired.

The Company's balance sheet at July 31, 2012, showed $94.1 million
in total assets, $47.1 million in total liabilities, and members'
equity of $47.0 million.


HMC/CAH CONSOLIDATED: Emerges From Chapter 11 Bankruptcy
--------------------------------------------------------
HMC/CAH Consolidated, Inc., emerged from Chapter 11 bankruptcy on
Jan. 17, according to a statement sent to YadkinRipple.com.

According to the statement, HMC/CAH's exit from bankruptcy ended
its 15 months of intense reorganization and HMC/CAH emerged
stronger financially with all 12 hospitals intact.  HMC/CAHs
facilities are located in rural communities across the United
States.

The Joint Plan of Reorganization was filed June 6, 2012.
According to the statement, the major cornerstone of the
reorganization plan was a consensus reached by creditors who voted
for HMC/CAH's reorganization plan that was ultimately approved by
the bankruptcy court.  In addition, HMC/CAH orchestrated the sale
of its management rights to a new company named Rural Community
Hospitals of America, LLC that will operate independent of
HMC/CAH.

Larry Arthur, formerly the CEO of HMC/CAH, has now become the CEO
of Rural Community Hospitals of America.  Mr. Arthur noted that
"HMC/CAH will emerge from bankruptcy a stronger organization."
Arthur also noted his appreciation for the community and for the
hospital employees "without their support our emergence from
bankruptcy would not have been possible."

Mr. Arthur also noted that "through the reorganization process,
HMC/CAH has significantly reduced its debt and emerged with a
sustainable capital structure. Our exit from bankruptcy will
provide liquidity to meet our working capital and capital
investment needs."

In September, the Bankruptcy Court authorized CAH Acquisition
Company #2, LLC, to employ The Olsen Law Firm, LLC, for the
special purpose of providing legal services to CAH 2, in
connection with Claim No. 20 filed in Case No. 11-44740-11 by
Diamond Healthcare West, Inc., upon the terms and conditions
contained in an engagement letter, dated Aug. 22, 2012.

As reported by the Troubled Company Reporter on Sept. 10, 2012,
CAH 2 told the Court that its lead bankruptcy counsel, Husch
Blackwell LLP, has a potential conflict of interest with respect
to Diamond Healthcare West, Inc., and, as such, CAH 2 has
determined it is necessary to employ special legal counsel to
analyze the Claim and prosecute any objection to the Claim.

Jill D. Olsen, Esq., the professional working for CAH 2, charges
$275 per hour.

To the best of CAH 2's knowledge, Olsen does not hold or represent
an interest adverse to its estate and that Olsen is disinterested,
as that term is defined in Section 101(14) of the Bankruptcy Code.

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq.,
Marshall C. Turner, Esq., and Matthew Gartner, Esq., at Husch
Blackwell LLP, in Kansas City, Mo., represent the Debtors as
counsel.  In its petition, the Debtors estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Dennis Davis, chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HOSTESS BRANDS: Bows to Some Union Objections on Claim Process
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. is modifying procedures for
filing claims based on debt arising during the aborted
reorganization process.  The changes mostly affect claims by labor
unions and employees.

According to the report, the baker of Wonder Bread had a hearing
in bankruptcy court Jan. 25 to ask the judge to require creditors
to file claims by March 21 based on unpaid liabilities arising
during bankruptcy.  Hostess needs a fix on the universe of
administrative claims because, as the company said in a court
filing, "it is presently unclear whether these estates are
administratively insolvent," meaning there aren't enough
unencumbered assets to pay debt arising during bankruptcy.

The report relates that Hostess originally wanted to halt
grievance arbitrations with union workers and allow only the
international unions to file claims.  Hostess pulled back on both.

Hostess, the report discloses, bowed to arguments by local unions
that the internationals don't have the right to step into their
shoes on disputes involving 372 collective bargaining agreements.
Consequently, locals will have the right to file claims.  Hostess
is sticking by its demand that individual workers be prohibited
from filing claims, based on the notion that the unions are
individual workers' exclusive representatives on issues arising
under union contracts.  The company will also allow grievance
arbitrations to go ahead, with limitations.  Hostess wants the
bankruptcy judge to rule that arbitrators only determine the
amount of a debt, with the timing of payment to be determined in
bankruptcy court.  Hostess also wants to reserve the right to have
the bankruptcy court halt an arbitration if a union is attempting
to sidestep a prior ruling by the bankruptcy judge saying when
certain categories of claims can be paid.

According to the report, the Jan. 25 hearing will also consider
auction and sale rules for the bread business.  The stalking horse
is Flowers Foods Inc., already under contract to buy 20 bread
plants, 38 depots, and brand names for $390 million.

                      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: Creditors Object to Break-Up Fee in Flowers Deal
----------------------------------------------------------------
Tanya Agrawal, writing for Reuters, reported that Hostess Brands
Inc's bid to sell its bread brands to Flowers Foods Inc has hit a
roadblock with unsecured creditors objecting to the break-up fees
Flowers is entitled to for being appointed as the initial or
"stalking horse" bidder.

The break-up fees is too high and contains an unusual "most
favored nation" provision that gives Flowers a windfall without
conferring an equal benefit to Hostess, a committee representing
unsecured creditors said in its objections filed on Tuesday, the
report related.

Flowers on Jan. 11 agreed to buy Wonder and other well-known bread
brands from Hostess for $360 million as well as its Beefsteak
brand for another $30 million, Reuters related.  The Flowers
purchase is subject to higher bids at a court-supervised auction
and the company is entitled to a break-up fee of $12.6 million for
the bread brands and $1.05 million for the Beefsteak brand.

The committee said the fee is too high and will hamper bidding and
wants the bankruptcy court to reduce the break-up fee to $10
million for the bread brands and $810,000 for the Beeksteak brand,
according to the report. The unsecured creditors committee also
said in its objections the "most favored nation" provision is
highly unusual and inappropriate as it alters established market
practice and gives Flowers additional financial windfall in case
of future events that may take place.

Reuters noted that under the provision, if Hostess were to propose
another sale for a price exceeding $10 million with a break-up fee
of more than 3.5 percent, Flowers would be entitled to an
additional cash payment equal to the difference between the amount
of the break-up fee calculated at 3.5 percent rate and the higher
rate.

                      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: $159MM Antitrust Deal Bodes Well for Creditors
----------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal's
Bankruptcy Beat, reported that a newly reached $159 million
antitrust settlement is good news for creditors of defunct law
firm Howrey LLP, whose former role in the case could entitle it to
a share of the attorneys' fees.

The Wall Street Journal reported Tuesday on the $158.6 million
settlement for dairy farmers. The farmers had sued the farmer
cooperative Dairy Farmers of America for allegedly conspiring with
Dean Foods Co. to undercut competition and thereby depress the
milk prices the farmers received. The cooperative doesn't admit
any wrongdoing under the settlement, which canceled a trial that
was to have begun Tuesday.

Once Howrey's job to represent the farmer plaintiffs, its lawyers
took the case with them to their new home at Baker & Hostetler LLP
following Howrey's March 2011 dissolution, the report said.

All's not lost for Howrey's creditors, however, WSJ added. As
previously reported, the now-liquidating Howrey is currently in
talks to divvy up the $48 million in attorneys' fees and $7
million in expenses awarded in connection with the farmers' $140
million settlement with Dean Foods, reached in July 2011. Court
papers show that lead plaintiffs' lawyer Bob Abrams, the former
Howrey litigation co-chairman and current chairman of Baker's
antitrust group, is in charge of divvying up the fees among the
various firms working for the plaintiffs, including the Howrey
estate, the report said.

The report added that it's likely that the Dairy Farmers of
America settlement will follow the same path as the Dean
settlement. Court papers show that the plaintiffs' lawyers want a
third of the DFA settlement amount, about $53 million, plus
expenses, although it's ultimately up to the judge. Whatever they
get, Baker's role as lead law firm entitles it to a significant
portion of the fees, some of which it could decide to share with
Howrey.

Allan Diamond, the lawyer in charge of Howrey's liquidation, has
long been optimistic about the fees the so-called milk litigation
could bring in for the firm's creditors, according to WSJ. In
court papers filed earlier this month, he said he anticipates
recovering a "substantial" amount of fees from the case.

It could be a while, however, before that dream becomes reality.
Talks continue to portion out the Dean settlement fees, while the
new settlement is slated for an April 3 "fairness" hearing before
the U.S. District Court in Greeneville, Tenn, according to WSJ. It
could be some time before the court decides whether to approve the
settlement, let alone the attorneys' fees.

                         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.


HUNTINGTON INGALLS: Fitch Affirms Issuer Default Rating at 'BB'
---------------------------------------------------------------
Fitch Ratings has affirmed Huntington Ingalls Industries, Inc.'s
Issuer Default Rating (IDR) and senior unsecured debt ratings at
'BB'. Fitch has also affirmed HII's senior secured facilities at
'BBB-'. The Rating Outlook is Stable. The ratings cover
approximately $1.8 billion of outstanding debt.

HII's ratings are supported by a solid liquidity position,
positive free cash flow (FCF; cash from operations less capital
expenditures and dividends), the high level of current Department
of Defense (DoD) spending, and HII's position in the current DoD
spending environment with roles on three of the DoD's top 12
programs in the fiscal 2013 budget. Fitch also considered HII's
role as a sole source manufacturer on about 70% of its revenues,
and its large and highly visible backlog.

Fitch's rating concerns include risks to core defense spending
during and after fiscal 2013, including sequestration, HII's
revenue concentration with the U.S. Navy and Coast Guard, and the
ongoing restructuring at the company's Ingalls operations. HII
generates nearly all of its revenues from the U.S. government,
exposing the company to changes in U.S. Navy and U.S. Coast Guard
plans regarding future fleet needs. Fitch is also concerned by the
company's program execution risks and the high percentage of the
workforce that is unionized. In addition, Fitch is concerned with
future potential cash deployment actions as the company continues
refining its cash deployment strategy.

The notching up of the senior secured credit facility by two
rating notches from the IDR of 'BB' to 'BBB-' is supported by the
coverage provided by HII's tangible assets and operating EBITDA
compared to the fully drawn facility. The collateral for the
facility includes substantially all of HII's assets with the
exception of the Avondale shipyard and a few other exclusions.

HII's leverage was approximately 3.1x for the last 12 months ended
at Sept. 30, 2012. HII's current leverage is in line with Fitch's
initial expectations. Fitch expects HII's leverage will remain in
the 3.0x to 3.1x range over the next couple of years with the
potential for steady improvement after that with some debt
reduction and restructuring-driven margin expansion.

HII has a good liquidity position of approximately $1.4 billion
which includes $766 million in cash and $604 million available
under its $650 million domestic credit revolving facility, after
giving effect to $46 million of outstanding letters of credit.
Fitch expects HII's liquidity to remain strong; however, it will
likely be lower once the company's board makes further decisions
on the cash deployment strategy.

HII generated approximately $433 million of cash flow from
operating activities during the last 12 months ended (LTM) Sept.
30, 2012, down from $528 million at the end of 2011. Lower cash
flow was primarily due to higher pension contributions.
Correspondingly, HII's FCF totaled $263 million during the LTM
ended Sept. 30, 2012, down from $331 million at the end of 2011.
Fitch expects HII's FCF in 2012 to be in line with the results of
2010 and LTM ended Sept. 30, 2011. Fitch also expects FCF margin
to continue improving beyond 2013.

HII focuses its cash deployment towards capital expenditures and
pension contributions. In the fourth quarter of 2012, HII
announced a $150 million share repurchase program and declared a
10c per share quarterly dividend (approximately $5 million). Fitch
expects that HII will refine its cash deployment strategies
following the resolution of sequestration and higher clarity of
future DoD plans.

At year end 2011 the company's pension plans were underfunded by
$801 million (80% funded) while other post-employment benefits
(OPEB) obligations totaled $753 million. The funded status
deteriorated in 2011 due to a decline in the discount rate. As of
Dec. 31, 2010, HII's pension plans were 92% funded. During 2012,
HII expected to contribute $236 million to its defined benefit
(DB) plans, of which $144 million was the expected minimum
contributions for the company's defined benefit (DB) plans. HII
also expected to contribute $33 million for its OPEB plans.
Through the first nine months of the year, HII had contributed
$233 million and $25 million to its DB and OPEB plans
respectively.

The discount rate of 5.23% used to value HII's pension obligations
in 2011 is likely to be lowered at year end 2012 due to market
conditions. Therefore, pension obligations are likely to be
somewhat higher. HII's status as a defense contractor mitigates
some of the risks associated with its pension obligations. Most of
HII's pension contributions are recoverable through government
contracts because they qualify as allowable costs under government
Cost Accounting Standards (CAS).

Most of HII's revenues are derived from the defense industry. High
levels of defense spending currently support HII's ratings, but
the Department of Defense (DoD) budget environment is highly
uncertain after fiscal 2013 because of large U.S. government
budget deficits and the potential for large, automatic spending
cuts during fiscal 2013.

Fitch expects 2013 to be a challenging year for the U.S. defense
contractors. However, it does not anticipate a significant
deterioration in HII's credit profile. Sequestration continues to
be a large threat in the near term, but Fitch's base case is that
it will be avoided, at least in terms of timing. However, DOD
spending reductions are likely to be a part of any deal that
avoids sequestration. The spending environment will likely
continue to be uncertain through 2013. Also, most of the proposed
spending 'cuts' are from projected budget growth and come off of
the existing high spending levels - inflation adjusted spending
will likely decline, but modestly, over 10 years. A key risk in
the sector remains cash deployment to offset the impact on
earnings from lower revenues.

Fitch believes that modest declines in defense spending would not
lead to negative rating actions given the strategic importance of
HII's portfolio, long lead times for program execution and the
amount of DOD funding HII received in both fiscal 2011 and fiscal
2012. The exposure to DoD spending is also mitigated by HII's good
liquidity position.

What Could Trigger a Rating Action:

Fitch may consider a positive rating action if HII decreases its
current leverage by either a reduction of debt or an increase in
EBITDA driven by an execution of its margin improvement
initiatives. A negative rating action may be considered should the
company's leverage (debt to EBITDA) increase to above
approximately 3.6-3.8x; or if defense spending cuts have a more
significant impact on the company's earnings and FCF than
currently anticipated.


ICON HEALTH: S&P Lowers Rating on Senior Secured Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Logan,
Utah-based fitness equipment maker ICON Health & Fitness Inc. to
'B' from 'B+'.

At the same time, S&P lowered its issue-level rating on ICON's
senior secured notes by one notch to 'B-' from 'B'.  The recovery
rating on this debt remains '5', indicating S&P's expectation for
modest recovery (10% to 30%) for lenders in the event of a payment
default.

All ratings have been placed on CreditWatch with negative
implications.

The rating downgrade to 'B' and the CreditWatch listing reflect a
continued decline in operating performance through the first half
of fiscal 2013 (ICON's fiscal year ends May 31) that has resulted
in credit measures deteriorating to levels that are no longer in
line with the previous 'B+' corporate credit rating.  At Dec. 1,
2012, operating lease-adjusted leverage and interest coverage
declined to 8.1x and 1.4x, respectively, compared with adjusted
leverage and coverage of 5.6x and 1.7x at May 31, 2012.  Also, for
the trailing-12-month period ended Dec. 1, 2012, free operating
cash flow generation remained negative.

The weakening of credit measures and cash flow resulted from a 34%
year-over-year decline in EBITDA and a 213 basis point decline in
EBITDA margin in the first half of the fiscal year, despite nearly
flat revenue in the period.  The decline in EBITDA in the period
was driven in part by lower sales of higher margin products and
higher selling expenses.  In addition, ICON has cited reduced
sales to its largest retail customer during the period.  Given
ICON's fairly high concentration of sales to this customer, S&P
believes any further pull back in demand could significantly hurt
ICON's revenue over the intermediate term.  Continued softness in
revenue in conjunction with higher expenses could drive a further
deterioration of free cash flow generation.  This could result in
reduced availability under ICON's asset-based revolver, which the
company relies upon for liquidity, particularly in the first half
of the fiscal year as the company builds inventory and finances
accounts receivables before the holiday selling season.

The EBITDA decline in the fiscal first half of 2013 represented a
meaningful underperformance compared with S&P's prior expectation
for EBITDA growth in fiscal 2013.  S&P had previously anticipated
operating improvements in fiscal 2013 from management's efforts to
address challenges that arose in fiscal 2012 and led to
manufacturing cost inefficiencies related to the many product
updates introduced during the period.

In resolving S&P's CreditWatch listing, it will review management
plans to address the decline in operating performance.  S&P will
consider a downgrade if it do not believe there is a likely and
timely path for improving EBITDA margin in manner that enables
ICON to sustain EBITDA coverage of interest expense in the mid-1x
area and to maintain adequate revolver availability.  Absent
improved profitability, it is unlikely that credit measures or
liquidity will support the 'B' rating.


IMMUCOR INC: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Immucor Inc.  The outlook is stable.

At the same time, S&P affirmed its issue-level rating on the
senior secured debt at 'BB-' with a recovery rating of '2',
indicating its expectation for substantial (70% to 90%) recovery
in the event of a payment default.  S&P also affirmed its issue-
level rating on the senior unsecured debt at 'B-' with a recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery in the event of a default.

The acquisition of LIFECODES is debt leverage neutral as it will
contribute to EBITDA and Immucor will receive equity funding from
its sponsor.  While S&P believes the acquisition is a good
strategic fit given that the businesses are complementary (Immucor
matches patients with blood transfusions, and LIFECODES matches
patients with organ transplants), the acquisition is small
relative to Immucor's existing business.  Both companies have a
core competency in antigen typing and antibody screening and
identification.

The ratings on Norcross, Ga.-based Immucor Inc. continue to
reflect a "fair" business risk profile and "highly leveraged"
financial risk profile, unchanged as a result of this transaction.
Leverage remains high, around 7.3x both before and after the new
debt issue, supporting S&P's financial risk assessment.  S&P
believes the company's business risk profile is characterized by
its important role in blood transfusion procedures and its
position for recovery in demand for its products, which has been
hurt by global economic weakness.  Immucor is a manufacturer of
reagents and automated systems for blood typing and screening.

"We expect Immucor to post low-single-digit organic revenue growth
over the next 12 months, aided by the essential role that its
diagnostic equipment and reagents play in the testing of donor and
patient blood for the purpose of transfusion.  Revenues for the
second quarter fiscal year 2013 (ended Nov. 30, 2012) were up 2.4%
(compared with the same prior-year period), adjusted for foreign
exchange fluctuations and fewer ship cycles.  The LIFECODES
acquisition should add over $46 million in annualized revenues.
Margins in fiscal 2012 and the first half of 2013 were under some
pressure by infrastructure investment that included an expansion
of the U.S. sales force.  Revenues, EBITDA, and EBITDA margins in
the first half of fiscal 2013 were also hurt by one-time events
such as fewer ship cycles and negative exchange rate fluctuations.
In fiscal 2013, we anticipate there will be a normalization of
ship cycles and that, coupled with the acquisition of LIFECODES,
will lead to low double-digit revenue growth. Cash flow generation
(excluding a $22 million legal settlement payment) roughly covered
capital expenditures, which totaled $20 million for the last 12
months," S&P noted.

Immucor provides over one-half of the reagents needed for blood
testing in the U.S. and is the sole supplier for approximately
one-third of its red blood cell reagents.  S&P believes it is
well-positioned to benefit from an eventual firming in customer
demand, which has been soft for the past three fiscal years.  Some
improvement in equipment demand with an increase in economic
confidence by hospitals (80% of sales), blood donor centers (15%
of sales), and reference/clinical laboratories (5% of sales) could
suggest a subsequent pick-up in highly profitable reagent use,
which accounts for about 83% of Immucor's revenues.  While S&P
assumes that this could bolster EBITDA margins in a few years, it
also expects a lag in that pick-up will limit margin improvement
in fiscal 2013.


JACKSONVILLE BANCORP: CapGen Discloses 45.6% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, CapGen Capital Group IV LP, CapGen Capital
Group IV LLC and Eugene A. Ludwig disclosed that, as of Dec. 31,
2012, they beneficially own 2,684,144 shares of common stock
Jacksonville Bancorp, Inc., representing 45.6% of the shares
outstanding.  A copy of the filing is available at:

                         http://is.gd/X2TM5u

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."

Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55
million in total assets, $537.97 million in total liabilities and
$13.57 million in total shareholders' equity.


JETSTAR PARTNERS: Facing Chapter 7 Liquidation
----------------------------------------------
Madison J-Star, Ltd., successor in interest to Symetra Life
Insurance Company, filed a motion to convert the chapter 11 case
of Jetstar Partners, Ltd. to Chapter 7.

Prior to the Petition Date and continuing through Sept. 4, 2012,
the Debtor's principal asset consisted of an office complex
located in Irving, Texas made up of two platted lots on which five
buildings were constructed.

Prior to the Petition Date and pursuant to that certain Real
Estate Note dated Dec. 8, 2006 and executed by the Debtor as
maker, payable to the order of Symetra, as payee, Symetra loaned
the Debtor the original principal sum of $8,460,000.

The Note was secured, among other things, by perfected mortgages,
liens and security interests in the Irving Property and the rental
income from the Irving Property.

As of the Petition Date, Symetra was owed the amount of
$8,196,339.12.

On July 2, 2012, the Court granted Symetra relief from the
automatic stay.

On Sept. 4, 2012, Madison foreclosed its liens in the Irving
Property and the Debtor's personal property. As a result of the
foreclosure, the Debtor has no remaining assets that generate
income.  The Debtor's only remaining asset of any significance
consists of approximately $370,000 of funds in the Debtor's bank
account.  These funds are the cash collateral of Madison.

Madison said cause exists to convert the case to Chapter 7 due to
the absence of a reasonable likelihood of reorganization and
continuing loss to the estate.  The bankruptcy estate is incurring
penalties of approximately $2,500 per month for its unpaid 2011 ad
valorem property taxes.  In January, penalties will begin accruing
on the past due 2012 property taxes.  The tax penalties are
depleting the funds of the estate which would otherwise be
available to pay creditors.

Madison also said the Debtor has no realistic prospects of
reorganizing since it does not have sufficient unencumbered cash
to pay in full the unsecured priority claims of the ad valorem
taxing entities.  In particular, the Debtor owes unpaid ad valorem
taxes in excess of $330,000 for the 2011 and 2012 tax years.  The
Debtor has insufficient funds on hand to pay the administrative
claims and the unsecured priority taxes owed to the ad valorem
taxing authorities, assuming, in arguendo, that such funds are not
encumbered by a lien in favor of Madison.

Madison said the Debtor is not managing its affairs as a fiduciary
by allowing the property tax penalties to continue to diminish the
estate at the rate of $2,500 per month.  The Debtor has sufficient
cash to pay the 2011 taxes in full and avoid the penalties, but
has not done so.

Moreover, in late August 2012, immediately prior to the Sept. 4,
2012 foreclosure, the Debtor made a $24,713 payment to an insider
who was to purchase insurance to cover the Irving Property.  The
bankruptcy estate is owed a sizeable refund from the insider since
insurance coverage was only needed on the Irving Property for four
days due to the foreclosure by Madison.  The Debtor has failed to
recover the insurance rebate owed by the insider to the estate.

Again, this demonstrates the Debtor's failure to manage the estate
as a fiduciary in accordance with the Debtor's fiduciary duties
and responsibilities imposed by 11 U.S.C. Sec. 1106 and 1107 and
constitutes cause to convert the Debtor's case.

Madison also said the Debtor has no reasonable likelihood of
rehabilitation as it has lost its principal asset and has no other
source of continued income.  No legitimate reason exists for the
bankruptcy estate to continue to incur quarterly fees to the U.S.
Trustee and the administrative costs of maintaining the case in
chapter 11.  The Debtor's case can be efficiently administered in
chapter 7.

On April 30, 2012, the Court signed off on a Stipulation Related
to the Authorized Use of Cash Collateral.  Pursuant to the
Stipulation, by no later than May 4, 2012, the Debtor was to
transfer all funds, other than the tax and insurance escrow funds,
in its various Debtor-in-Possession Accounts into one cash
collateral accounts.  As of that date, the Debtor has failed to
comply with the Stipulation by failing to consolidate all of its
accounts into one Debtor-in-Possession Account.

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  In its
schedules, the Debtor disclosed $11,435,476 in total assets and
$7,860,399 in total liabilities.  Judge Harlin DeWayne Hale
oversees the case.

According to the Disclosure Statement, the Reorganized Debtor will
make all distributions required under the Plan.  The Reorganized
Debtor will continue to operate using the funds generated from its
leases and no exit financing will be obtained.


JOHN TIMOTHY EAGAN: NC Developer Wins Confirmation of Exit Plan
---------------------------------------------------------------
Real estate developer John Timothy Eagan III defeated a bankruptcy
administrator's objection to his plan of reorganization and
convinced a bankruptcy judge in Charlotte, N.C., that confirmation
of his plan is in the best interests of the Debtor, his estate,
his creditors, and all other parties in interest.

On Jan. 22, Bankruptcy Judge J. Craig Whitley gave his stamp of
approval on Mr. Eagan's Amended Plan of Reorganization, overruling
objections by the bankruptcy administrator and one creditor.

The appropriate valuation of the Debtor's so-called Corporate
Holdings was a contested issue in the case.  The Debtor retained
The Finley Group as financial advisors to the bankruptcy estate.
The services provided by TFG included valuation of the Corporate
Holdings.

Upon motion of the Bankruptcy Administrator, the Court appointed
Edward P. Bowers of Middleswarth, Bowers and Co., L.L.P. as
examiner, charged with investigating the value of the Corporate
Holdings.

TFG concluded in its amended report filed in November that the
Corporate Holdings had a fair market value of $963,214.  The
Examiner, on the other hand, opined that the fair market value of
the Corporate Holdings was $1,262,815.

The Debtor filed the Amended Plan of Reorganization on Nov. 20.
The Plan generally provided for satisfaction of allowed secured
claims through surrender of the underlying collateral. With
respect to general unsecured claims (Class 13), including the
allowed unsecured deficiency claims of secured creditors, the Plan
afforded creditors an election between two distribution options.

Under Option A, holders of allowed unsecured claims would receive
pro rata distributions of the Debtor's projected disposable income
-- PDI -- in six installments over a five-year period.  The
Debtor's PDI is derived from recurring annual distributions he
receives as a minority member of the commercial real estate
entities, estimated at roughly $180,000 per year. Pursuant to
Option B, holders of allowed general unsecured claims would
receive their respective pro rata shares of $650,000, in a single
payment within 60 days of the Plan's effective date.

The Plan further provided that the treatment afforded to the
unsecured class would be determined according to the distribution
option selected by a majority in number of those unsecured
creditors voting to accept the Plan.

In addition, the Plan called for two alternative new value
contributions from the Debtor's family members.  If the unsecured
class selected periodic distributions under Option A, the Debtor's
mother agreed to contribute $24,489.65 (the amount of the Debtor's
exemption claims in his bankruptcy schedules). The Debtor's
brother also agreed to contribute a separate sum of $200,000.
Thus, the total new value contribution under Option A amounted to
$224,489.65.

If the unsecured class elected a single distribution under Option
B, the new value contribution would include only $200,000 from the
Debtor's brother.  While the Debtor's mother also agreed to loan
the Debtor the principal sum of $450,000 to fund the single
distribution called for under Option B, the loan was not a new
value contribution per se. Rather, it was an obligation that the
Debtor would be required to repay with interest under the terms of
the Plan.

All secured creditors casting ballots voted in favor of
confirmation.  All but one of the unsecured creditors casting
ballots voted to accept the Plan and elected distribution Option B
(the $650,000 lump sum payment).

However, RL Regi-NC Sugarm LLC voted against the Plan.
Simultaneously, RL-NC marked Option A on its ballot (indicating a
preference for periodic distributions).  RL-NC is the holder of a
disputed unsecured claim in the amount of $5,032,743.27 arising
from a pre-petition judgment against the Debtor.  If allowed, RL-
NC's claim would account for approximately 43% of all claims in
the unsecured pool.

The Debtor filed a Modification of Plan on Dec. 17, 2012.  The
Modification bifurcated the class of general unsecured creditors
(Class 13), such that the claim of RL-NC was separately classified
as Class 13A.  The Modification stated that RL-NC would receive
payments equal to its pro rata share of the amounts that would
have been distributed to all unsecured creditors had they elected
Option A as a group under the Plan.  Under the Modification,
distributions to RL-NC are anticipated to total $495,661.

The principal amount of the Option B Loan from the Debtor's mother
increased from $450,000 to $550,000 under the Modification.  The
Modification then provided that the remaining general unsecured
creditors (Class 13B) would receive their pro rata share of
$750,000, rather than the lower $650,000 amount set forth under
Option B in the Plan, less the pro rata share of such amount that
would be distributed to RL-NC if it were included in Class 13B.
Thus, distributions to the claim holders in Class 13B would equal
57% of $750,000, or $427,500.

The Modification would not adversely affect the treatment afforded
to any creditor under the Plan.

After the filing of the Plan, but prior to the Dec. 19
confirmation hearing, the North Carolina Supreme Court effectively
banned operation of Internet sweepstakes businesses such as those
operated by the financial/operating companies in which the Debtor
holds an interest.  This ruling had a negative impact on the
overall valuations of the Corporate Holdings previously rendered
by TFG and the Examiner.

TFG performed a hypothetical liquidation analysis of the Debtor's
estate in connection with the confirmation hearing. It estimated
the estate's fair market value to be in the range of $786,047 to
$979,141 following the North Carolina Supreme Court ruling
referenced above.  After deducting liquidation costs (which the
Examiner did not dispute), TFG concluded that the resulting amount
available for distribution to unsecured creditors in a Chapter 7
liquidation would range from $653,845 to $825,699.

Based on differing views of the appropriate income capitalization
rate to apply when valuing the commercial real estate entities,
how to account for net working capital retained by those
companies, and whether to apply discounts for the Debtor's
minority ownership interests and related lack of control, the
Examiner concluded that the liquidation value of the Debtor's
estate would be $946,000 to $967,000.

According to Judge Whitley, the choice of income capitalization
rate had no material net effect on the experts' competing
conclusions. However, TFG's application of a slightly higher rate
was supported by the testimony of an additional business valuation
expert, W. Andrew Barbee, and other evidence of current market
conditions for the types of assets at issue. It is also consistent
with TFG's treatment of the net working capital of the commercial
real estate entities.

With respect to such net working capital, the Court is persuaded
by TFG's explanation that the assets would be subsumed in
production of the net operating income of the commercial real
estate entities given the ages of their underlying real
properties. Therefore, it would be inappropriate to consider the
net working capital as a separate component of the companies'
overall value.

The Court finds the application of a minority discount proper when
gauging the fair market value of the Corporate Holdings.  The
Court finds that the fair market value of the estate is $786,047
and its liquidation value is $653,845.  The Corporate Holdings
include minority interests in real estate businesses and companies
that can no longer operate legally.  It is speculative to conclude
that a Chapter 7 trustee would yield anything other than the
lowest end of the range presented by the Debtor when trying to
sell such assets under current market conditions.

At the confirmation hearing, the Bankruptcy Administrator asserted
that the Plan is proposed in bad faith in violation of section
1129(a)(3) of the Bankruptcy Code.  The Bankruptcy Administrator's
concerns stem from the fact that the Debtor unilaterally loaned
funds of the estate to one of his development companies without
Court approval during the pendency of his bankruptcy case.  These
loans, which were made without the prior knowledge of Debtor's
counsel, were disclosed in the Debtor's monthly operating reports
and were ultimately repaid.

RL-NC also argued that the Plan fails to satisfy the best interest
test of section 1129(a)(7)(A).  RL-NC also argued that the Plan
violates the absolute priority rule as set forth in section
1129(b)(2)(B).

Judge Whitley, however, held that the unauthorized loans made by
the Debtor to his company are not relevant to whether the Plan
itself was proposed in good faith when all of the circumstances in
this case are considered.  The Plan, if confirmed, would duly
restructure and/or satisfy the claims against the Debtor's estate
and would provide the Debtor with the "fresh start" that is the
underlying goal in any bankruptcy.  Those results, the judge said,
are consistent with the objectives and purposes of the Bankruptcy
Code.

Judge Whitley also pointed out that, as shown in TFG's testimony
and accompanying calculations, the net present value of the
expected distribution to RL-NC under the Plan far exceeds what it
would receive in a liquidation scenario.  Therefore, the Plan
satisfies the best interest test of section 1129(a)(7)(A).

A copy of the Court's Jan. 22, 2013 Order is available at
http://is.gd/xBBhxPfrom Leagle.com.

John Timothy Eagan, III, filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 12-30525) on March 2, 2012.  He is a
real estate developer.  His primary assets consist of ownership
interests in three types of businesses: (a) the "commercial real
estate entities," which own and/or operate subsidized housing
developments throughout North Carolina; (b) the "development
companies," which were the vehicles by which the Debtor and his
business partners developed various residential subdivisions; and
(c) the "financial/operating companies," which hold publicly
traded securities or operate Internet sweepstakes businesses in
conjunction with other investors.  With the exception of certain
of the development companies, the Debtor is a minority equity
holder or member of the various business entities.


KB HOME: S&P Revises Outlook to Stable; Affirms 'B' CCR
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on KB Home
to stable from negative and affirmed its 'B' corporate credit
rating on the company and issue-level ratings on $1.7 billion of
debt.  At the same time, S&P assigned a 'B' issue-level rating and
a '3' recovery rating to KB Home's proposed $150 million
convertible senior notes due 2019.  S&P revised its recovery
rating on the exisiting notes to '3' from '4', which indicates its
expectation that lenders would receive a meaningful (50%-70%)
recovery in the event of default.

KB Home plans to use the net proceeds from the convertible senior
note sale, as well as a concurrent $100 million common equity sale
for general corporate purposes.  In S&P's view, the proceeds will
bolster KB Home's cash liquidity, which the company could use to
fund additional investments in land and possibly repay its 2014
debt maturity.

"Our rating on KB Home primarily reflects the company's "highly
leveraged" financial profile as evidenced by high book and EBITDA
based leverage metrics," said credit analyst George Skoufis.  "Our
"fair" business risk assessment reflects our view that KB Home's
market position in regions experiencing a sound recovery and
investments in new product and communities should contribute to
volume growth in fiscal 2013 and beyond and a return to consistent
profitability."

"Our rating on the company's senior unsecured notes is 'B' (the
same as our corporate credit rating on KB Home), with a recovery
rating of '3', which indicates our expectation that lenders would
receive a meaningful (50%-70%) recovery in the event of default.
The improved prospects for recovery are driven by our expectation
for higher inventory levels and a lower blended discount on its
inventory at the point of default (2015)," S&P added.


LAKELAND DEVELOPMENT: Cour Ruling Says Loeb Not "Disinterested"
---------------------------------------------------------------
The Bankruptcy Court has denied Lakeland Development Company's
application to employ Loeb & Loeb LLP as its special environmental
counsel, without prejudice to the Debtor's filing of a a new
application pursuant to 11 U.S.C. Sec. 327(e).  Based on the
declarations filed in support of the motion, the Court found that
Loeb & Loeb is a professional and is not disinterested as defined
under U.S.C. Sec. 101(14).

The Debtor will be required to demonstrate why Loeb & Loeb is
entitled to nunc pro tunc employment pursuant to existing Ninth
Circuit Law.

As reported in the Nov 12, 2012, Loeb & Loeb is currently a large,
unsecured creditor.  On July 3, 2012, Loeb & Loeb filed an
unsecured proof of claim in the Debtor's estate in the total
amount of $306,448.21, representing Loeb & Loeb's unpaid fees and
costs incurred for pre-petition services rendered to the Debtor.
Loeb & Loeb has not agreed to waive this claim.

Lance N. Jurich, a partner at Loeb & Loeb, attested to the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LARSON LAND: Trustee Employs Cook Martin as Accountants
-------------------------------------------------------
The Bankruptcy Court authorized John L. Davidson, the Chapter 11
trustee for Larson Land Company, LLC, to employ Cook Martin
Poulson, PC, as his accountants.

As reported in the TCR on Dec, 27, 2012, Cook Martin will perform
services consisting of accounting for and preparation of the
estate's tax returns for the period from the petition date to
Dec. 31, 2012.

In addition, Cook Martin will prepare returns for any prepetition
periods for which returns have not been filed by the Debtor, which
the trustee will furnish to the taxing authorities.

Cook Martin would prepare the returns for a flat fee of $12,000.
Upon Court approval of Cook Martin's employment, the trustee would
pay $12,000 to Cook Martin as a retainer for its services.  The
$12,000 retainer would come from the carve-out for professional
fees provided by Ontario Asset Holdings, LLC.

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Other than some dry land wheat, as of the Petition Date there were
no crops growing on the Debtor's farm land.  The Debtor also
ceased processing operations following the Petition ate.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


LAXMEE INC: Principals Hit With $380K Judgment on Contract Breach
-----------------------------------------------------------------
Gita R. Raj and Falguni D. Patel, principals of Laxmee, Inc., are
liable to Baymont Franchise Systems, Inc., for Laxmee's breach
under a franchise agreement, New Jersey District Judge William J.
Martini ruled last week.  According to Judge Martini, Baymont is
entitled to judgment against Messrs. Raj and Patel, as Laxmee's
guarantors, in the amount of $380,837.53 stemming from Laxmee's
breaches.

Baymont is the successor in interest to Amerihost Franchise
Systems, Inc., and a franchisor of a guest lodging facility
franchise system.  Laxmee is a former franchisee.  Laxmee failed
to timely pay recurring fees due to Baymont, and on Feb. 10, 2010,
Laxmee filed for Chapter 11 bankruptcy.  In response, by letter
dated July 28, 2010, Baymont terminated the Franchise Agreement,
effective as of July 20, 2010.

The case is, BAYMONT FRANCHISE SYSTEMS INC., successor in interest
to AMERIHOST FRANCHISE SYSTEMS, INC., a Delaware Corporation,
Plaintiff, v. GITA R. RAJ, an individual; and FALGUNI D. PATEL, an
individual, Defendants, Civ. No. 11-3777 (D. N.J.).  A copy of the
Court's Jan. 22, 2013 Opinion is available at http://is.gd/3rwf8t
from Leagle.com.


LCI HOLDING: Creditors Committee Taps Pachulski Stang as Counsel
----------------------------------------------------------------
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 Pachulski Stang Ziehl & Jones LLP as its counsel.

The hourly rates of PSZJ's personnel are:

         Partners                        $525 - $975
         Of Counsel                      $495 - $745
         Associates                      $395 - $495
         Paralegals                      $185 - $275

The professionals and paralegals designated to represent the
Committee and their standard hourly rates are:

         Laura Davis Jones                   $955
         Bradford J. Sandier                 $695
         James B. O'Neill                    $675
         Peter J. Keane                      $395
         Lynzy McGee                         $275

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

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: Wins Approval for KCC as Claims and Notice Agent
-------------------------------------------------------------
LCI Holding Company Inc., and its affiliates sought and obtained
approval to employ Kurtzman Carson Consultants LLC as notice and
claims agent, nunc pro tunc to the Chapter 11 petition date.  The
Debtors say they need the services of a claims agent because they
have thousands of potential creditors and thousands of other
parties-in-interest.  The fees to be charged by KCC are set forth
in an agreement for services dated Nov. 7, 2012.  Prepetition, the
Debtors paid KCC an initial retainer of $25,000.

KCC will bill the Debtors at a 30% discounted rate for its
consulting services:

                                           Discounted
       Position                            Hourly Rate
       --------                            -----------
       Clerical                             $28 to $42
       Project Specialist                   $56 to $98
       Technology/Programming Consultant    $70 to $140
       Consultant                         $87.5 to $140
       Senior Consultant                 $157.5 to $192.5
       Senior Managing Consultant          $295 to $192.5

As for the noticing services, the firm will charge $0.10 per page
for domestic facsimile, and $50 per 1,000 e-mails for electronic
noticing, and $0.10 per notice for claim acknowledgement cards.
For the claims administration and management, KCC will waive the
fee for a case-specific public website hosting but will charge
$0.10 per creditor per month for license fee and data storage.
For its call center support services, KCC will charge $0.45 per
minute for its interactive voice response (IVR).

Albert Kass, vice president of Corporate Restructuring Services
for KCC, says the firm neither holds nor represents any interest
materially adverse to the Debtors' estates in connection with any
matter on which it would be employed and that it is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                          About LifeCare

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

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

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


LEHIGH COAL: $93,800 in Claims for Wages, Medical Costs Allowed
---------------------------------------------------------------
At the behest of the United Mine Workers of America, Bankruptcy
Judge John J. Thomas allowed:

     -- 36 administrative expense claims totaling $65,237,
        representing unpaid wages owed to certain former employees
        of Lehigh Coal and Navigation Company, and

     -- 13 administrative expense claims totaling $28,635,
        representing medical expenses incurred by certain former
        employees after the Debtor terminated their health
        insurance.

Judge Thomas said UMWA's administrative expense claims in the
amounts of $65,237.25 and $28,634.63, allowed by Orders dated Nov.
22, 2010, are now disallowed.

The 49 administrative expense claims allowed by the Order will
have the same priority as the two administrative expense claims
previously allowed to UMWA.

A copy of the Court's Jan. 24, 2013 Consent Order is available at
http://is.gd/XAfNfffrom Leagle.com.

Lehigh Coal & Navigation Co. -- http://www.lcncoal.com/-- has
been mining anthracite coal since the late 1700s, with 8,000 acres
of coal-producing properties.  Creditors filed an involuntary
Chapter 11 petition against the Company on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  The involuntary filing was the
third filed against the Company in less than four years.  Jeffrey
Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg and Ellers,
LLP, represents the petitioners.  The Debtor consented to being in
Chapter 11 in August 2008.  Lawrence G. McMichael, Esq., and
Jennifer L. Maleski, Esq., at Dilworth Paxson LLP, in
Philadelphia, represent the Debtor.


LERNOUT & HAUSPIE: Goldman Not Liable for Failed $580MM Deal
------------------------------------------------------------
Janelle Lawrence, writing for Bloomberg News, reported that
Goldman Sachs Group Inc. (GS) defeated a $580 million negligence
suit over its role as adviser to speech-recognition pioneer Dragon
Systems Inc. in a doomed merger, one of its biggest victories in a
string of claims by dissatisfied clients since the financial
crisis.

According to the report, a federal jury in Boston on Jan. 23
rejected the claims of Dragon's founders Jim and Janet Baker and
two other shareholders that Goldman Sachs failed to properly vet
Belgium-based Lernout & Hauspie Speech Products NV. The all-stock
deal in June 2000 was rendered worthless months later when the
fraud at Lernout & Hauspie was exposed and the company filed for
bankruptcy, Bloomberg said.

The verdict, Bloomberg noted, relieves Goldman Sachs of
responsibility for a sale that left its clients with worthless
shares in a failed company.  The four Dragon founders sold some
Lernout & Hauspie shares for $11 million before the stock
collapsed and the Bakers lost the technology they spent decades
developing, the report said.

"This was the most important business decision of our lives,"
Janet Baker had said in an interview in May in the couple's home
in West Newton, Massachusetts, Bloomberg recalled. "We chose
Goldman because of their global reach and their reputation as the
world's most important investment bank."  As she left the
courthouse yesterday, Janet Baker said "we're disappointed. I'd
like to know what the jury saw that we didn't," Bloomberg quoted.
Several members of the jury declined to comment as they left the
courthouse.

                       Mishandled Roles

Bloomberg further related that the jury found Goldman Sachs proved
that the Bakers mishandled their roles in the negotiation. The
jury said the Bakers breached their fiduciary duty to Dragon co-
founders Paul G. Bamberg and Robert Roth and made negligent
representations about the deal that went before Dragon's board of
directors, the report added. The jury wasn't asked to assess
damage on those claims.

"We are pleased the jury rejected these claims," Tiffany Galvin, a
spokeswoman for New York-based Goldman Sachs, told Bloomberg in an
e-mailed statement. "We fulfilled all our advisory duties to
Dragon Systems."  "It is regrettable the plaintiffs went to such
lengths to unfairly and publicly attack the reputations of the
Goldman Sachs bankers who advised Dragon Systems," the bank said.
"Those bankers have our full support."

Goldman Sachs's lawyers, Bloomberg noted, said during the trial
that Dragon's leaders ignored the bank's advice to conduct a
comprehensive accounting of the suitor and that Dragon rushed to
sign the deal amid declining sales and cash-flow problems.

                        'Speed, Certainty'

The bank's witnesses during 19 days of evidence included Dragon's
former president John Shagoury, who said the company was focused
on "speed and certainty" when the deal closed, Bloomberg pointed
out. He said he didn't blame Goldman Sachs for the worthless stock
options he was left holding. Deliberations began Jan. 18.

Lawyers for the Bakers, who started the company in their suburban
Boston home in the 1980s, said Goldman Sachs used an unsupervised,
inexperienced team of four bankers on the transaction, according
to Bloomberg. Members of the banking team testified that their
work on the deal was good. Dragon paid Goldman $5 million for the
advice.

The leader of the banking team, Richard Wayner, who has since left
Goldman Sachs, never revealed to Dragon that the bank no longer
had an analyst devoted to following Lernout & Hauspie, Dragon's
lawyers argued, according to Bloomberg. Wayner duped Dragon into
believing another analyst was closely monitoring the company, they
said.  Wayner and other members of the banking team testified they
did good work brokering the deal and weren't hired to render an
opinion on the sale.

                            Earnings Report

One of the clues to the fraud came in an earnings report in
February 2000, when Lernout & Hauspie reported revenue gains in
Asia of 1,500 percent, Bloomberg said, citing attorneys for the
Bakers and Dragon co-founders Bamberg and Roth, who held minority
stakes in the company.

Lernout & Hauspie created bogus customers, booked circular
transactions with shell companies and recorded loans as sales from
1996 to 2000, according to a separate U.S. Securities and Exchange
Commission probe, Bloomberg added. Four executives were sentenced
to prison for fraud.

During the trial against Goldman Sachs, Jim Baker testified that
it "felt like part of me had died" when he learned about the
scandal, Bloomberg quoted. He said he and his wife lost the
technology they had spent 30 years developing.  He tried to buy
back some of the Dragon's intellectual property during Lernout &
Hauspie's bankruptcy proceedings. ScanSoft Inc. bought the
technology.

The Dragon founders sued other companies involved in the Lernout &
Hauspie deal and received more than $70 million in settlements,
according to court records, Bloomberg said.

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

                      About Lernout & Hauspie

Lernout & Hauspie Speech Products and its debtor-affiliates
filed for Chapter 11 protection (Bankr. Del. Case No. 00-04398)
on November 29, 2000.  Judge Judith Wizmur confirmed the
Creditors' Committee's Plan of Liquidation for Lernout & Hauspie
Speech Products, N.V., on May 29, 2003.  Robert J. Dehney, Esq.,
Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell
and Luc A. Despins, Esq., then at Milbank, Tweed, Hadley & McCloy
LLP, as well as Milbank's Matthew S. Barr, Esq., and James C.
Tecce, Esq., represented the Debtors.  Ira S. Dizengoff, Esq., and
James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP, and
Francis A. Monaco, Esq., and Joseph J. Bodnar, Esq., at Monzack
and Monaco, represented the software company's Creditors'
Committee.  Scott Baena, Esq., at Bilzen Sumberg Baena Price &
Axelrod LLP, serves as the Litigation Trustee of the Lernout &
Hauspie Speech Products N.V. Litigation Trust established under
the Debtors' Chapter 11 plan.

Massachusetts-based ScanSoft Inc., now called Nuance
Communications Inc, paid $39.5 million for most of L&H's assets in
2001.  Nuance sells the Dragon line of speech software.


LITHIUM TECHNOLOGY: Appoints Two Directors to Fill Vacancies
------------------------------------------------------------
The sitting members of the board of directors of Lithium
Technology Corporation , pursuant to Section 3.1 of the Company's
bylaws, which authorizes remaining duly sitting board members to
fill vacancies on the board of directors, resolved to appoint
William (Bill) Armstrong Clemens Eppo Marie van Nispen tot
Sevenaerto fill the recent vacancies.

Bill graduated from the University of Newcastle upon Tyne in 1983
with a BSc in Electrical and Electronic Engineering.  His first
role was with Farnell Instruments Ltd. designing switch mode power
supplies.  In 1987 Bill joined FKI Cableform Ltd. as a Senior
Engineer designing controls for industrial electric vehicles.
Bill gained an MBA from the Open University in 1994, and was
promoted to Engineering Manager in 1996.  Bill joined Frazer-Nash
Research Ltd in 1998, and in 2012 was appointed as technical
director.

Clemens van Nispen (The Hague 1940) read law at Leiden University
in The Netherlands and at the University of Pennsylvania Law
School.  Mr. van Nispen practiced law in The Hague and Brussels
and was, before he retired in 2007 i.a the managing resp. senior
partner of the law firm BarentsKrans in The Hague.  He had several
functions related to the law profession.  He sat on the
Disciplinary Court of the Bar in The Hague and is a former
president of the AEA (European Association of Lawyers).  Mr. Van
Nispen is a member of the Supervisory Board of Arch Hill Capital
N.V. since the early 1990s.

The board now consists of Hugorinus C. Nujit (Chairman)
Martin Koster (CEO), William (Bill) Armstrong, and Clemens Eppo
Marie van Nispen tot Sevenaer.

                     About Lithium Technology

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

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

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

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

                           Going Concern

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

                         Bankruptcy Warning

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

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

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


LIVE OAK: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
dismissed the Chapter 11 bankruptcy case of Live Oak Land
Development Ltd., at the behest of Thousand Oaks Property Owners
Association, a creditor and party-in-interest in the Debtor's
case.

Live Oak told the Court that the Debtor's Chapter 11 case was not
filed in good faith.  Jameson Watts, Esq., at Wyatt & Gracey, PC,
counsel for Thousand Oaks, said the Debtor is attempting to use
the provisions of the Bankruptcy Code to gain an unfair advantage
in a dispute between the Debtor and Thousand Oaks.  Mr. Watts
added that the Debtor's only significant assets are undeveloped,
now-separated tracts of real estate and there are no employees of
the Debtor other than its sole owner.

Mongolia, Texas-based Live Oak Development, Ltd., filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 12-35873) Aug. 6,
2012.  The Hon. Letitia Z. Paul presides over the bankruptcy case.
J. Craig Cowgill, Esq., at J. Craig Cowgill & Associates, P.C., in
Houston, represents the Debtor.  In its petition, the Debtor
disclosed assets of between $10 million and $50 million, and debts
of between $1 million and $10 million.


LNR PROPERTY: S&P Puts 'BB-' Issuer Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-' issuer
credit rating on LNR Property LLC on CreditWatch with developing
implications.  S&P also placed its 'BB+' ratings on LNR's senior
secured term loan and revolving credit facility on CreditWatch
developing.

"Our CreditWatch developing reflects our expectation that Starwood
Property Trust will complete its purchase of LNR in the first or
second quarter of 2013 and will repay LNR's senior secured term
loan and revolving credit facility in the process," said Standard
& Poor's credit analyst Brendan Browne.  "We also expect LNR to
operate with little to no recourse debt following the
transaction."

Starwood Property Trust (not rated) agreed to purchase most of
LNR--its special servicing, mortgage origination, and real estate
management operations; its investment securities portfolio; and
half of its ownership in Auction.com--for $856 million in cash.  A
private equity fund run by Starwood Capital Group (not rated), an
affiliated organization of Starwood Property Trust, will purchase
the remaining assets of LNR--the other half of its ownership in
Auction.com and a commercial property investment platform--for
$197 million in cash.

Starwood Property Trust will fund the transaction in part with
debt, but that debt will not reside at LNR.  It will initially
operate LNR as an independent subsidiary, although it may
integrate the company differently over time.

"Our CreditWatch with developing implications reflects our
expectation that LNR's sale to Starwood will close in the first or
second quarter of 2013 and that its senior secured term loan and
revolving credit facility will be fully repaid at that point," S&P
noted.

When the sale closes, S&P will resolve its CreditWatch on LNR by
assessing its business and financial positions under Starwood's
ownership.  At that point, S&P would withdraw its rating on LNR's
senior secured term loan and revolving credit facility since they
would be repaid.


LOCATION BASED TECHNOLOGIES: Amends Report on Accountant Switch
---------------------------------------------------------------
Location Based Technologies, Inc., has amended its current report
on Form 8-K which was filed on Jan. 15, 2013, to amend and restate
Items 4.01, 4.02 and 9.01 thereof in response to certain comments
on the original filing raised by the Securities and Exchange
Commission.

Item 4.01  Changes in Registrant's Certifying Accountant.

At the conclusion of the Aug. 31, 2012, audit, Comiskey & Company,
P.C., the Company's then independent registered public accounting
firm, had discussions with the Company's internal accounting
personnel regarding a legal requirement imposed by the Sarbanes-
Oxley Act of 2002, which calls for the mandatory rotation of the
lead engagement partner and concurring audit partner every five
years.  Comiskey, which had provided auditing services to the
Company since 2007, informed the Company that Comiskey would be
unable to rotate partners as required by the Sarbanes-Oxley Act of
2002 and that therefore, the Company would be required to change
auditors for the Company's financial statements effective for the
quarter ending Nov. 30, 2012.

Acting on that information, on Dec. 14, 2012, the Company
delivered to Friedman LLP an engagement letter signed by the
Company on Dec. 13, 2012, pursuant to which the Company engaged
Friedman as the Company's new independent registered public
accounting firm.  Friedman is located at 1700 Broadway, New York,
NY 10019.

During the period from Sept. 1, 2010, to Dec. 13, 2012, the
Company did not consult with Friedman regarding the application of
accounting principles to any completed or proposed transaction,
the type of audit opinion that might be rendered on the Company's
financial statements or any other matter.

On Jan. 14, 2013, the Board of Directors of the Company formally
approved the termination of Comiskey and the Company formally
dismissed Comiskey.  Since Dec. 14, 2012, Comiskey has not
performed any audit or review services relating to the Company.

During the year ended Aug. 31, 2012, and through the date of
discontinuance of Comiskey's engagement as the Company's
independent registered public accounting firm, there were no
disagreements with Comiskey on any matter of accounting principles
or practices, financial statement disclosure, auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Comiskey, would have caused it to make reference
to the subject matter of the disagreement in its reports on our
financial statements for those periods.

During the period the Company engaged Comiskey, neither the
Company nor anyone on the Company's behalf consulted with Comiskey
regarding either (i) the application of accounting principles to a
specified transaction, either contemplated or proposed, or the
type of audit opinion that might be rendered on the Company's
financial statements or (ii) any matter that was either the
subject of a disagreement or a reportable event.

The Company has authorized Comiskey to respond fully to all
inquiries of Friedman.

Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.

On Jan. 14, 2013, the Board of Directors of the Company, concluded
that previously issued audited financial statements of the Company
for its fiscal year ended Aug. 31, 2012, which were included in
the Company's annual report on Form 10-K which was filed on
Nov. 29, 2012, should no longer be relied upon.

The conclusion of the Board that the financial statements for the
period should not be relied upon was based on statements made by
the Company's chief financial officer, who reported to the Board
that Amendment No. 1 to Company's Annual Report on Form 10-K would
be filed to restate revenue and cost of revenue for PocketFinder
devices sold to the Company's main distributor due to an
accounting error and change in accounting policy.

Revenues are recognized in accordance with Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements, as
amended by SAB No. 104, Revenue Recognition.  The Company has
reevaluated the factors that it used to determine revenue
recognition for devices sold to its distributor and concluded that
it is appropriate to restate revenue and cost of revenue for year
ended Aug. 31, 2012.  Other related accounts affected include
allowance for sales returns, deferred revenue, inventory purchase
commitment, device revenue and cost of revenue.  The Company is
also amending Footnote 1 "Nature of Operations and Summary of
Significant Accounting Policies" and Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" to reflect changes to the financial statements as a
result of the restatement.

An Amendment No. 1 to the Company's Annual Report on Form 10-K was
filed on Jan. 17, 2013, to restate those financials and
Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The net effect of the restatement was a positive impact on the
Company's income statement and balance sheet.

                  About Location Based Technologies

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

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

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


LOCATION BASED TECHNOLOGIES: Director Ronald Warner Dies
--------------------------------------------------------
Ronald Warner passed away suddenly in his home on Jan. 17, 2013.
Mr. Warner has served faithfully on Location Based Technologies,
Inc.'s Board since October 2011 and was a valued member of the
Compensation and Audit Committees as well as Chair of the
Governance and Nominating Committee.  "Ron's expertise and
contribution will be greatly missed," the Company said in a
regulatory filing with the Securities and Exchange Commission.

                 About Location Based Technologies

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

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

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


LOST PENINSULA: Contractor's Insurer Cleared From Liability
-----------------------------------------------------------
In December 2009, David W. Allard, the Chapter 11 Trustee of Lost
Peninsula Marina Development Company LLC, Lost Peninsula Marina
LLC, and Maumee Bay Supplies LLC obtained a default judgment of
$2,558,058.65 against Double D Fire Protection, Inc.  On April 3,
2012, the Trustee filed a garnishment action against West Bend
Mutual Insurance Company, Double D's insurer.  The garnishment
action sought to collect from West Bend the amounts owed on the
default judgment. On Oct. 3, 2012, West Bend filed a Motion for
Summary Judgment, seeking a finding that it is not liable for
payment of the default judgment obtained against Double D.

West Bend argued it had no duty to defend or indemnify Double D
for the claims asserted in the Trustee's action because there was
no "property damage" caused by an "occurrence"; and even if there
were an initial grant of coverage, numerous exclusions in the
Policy exclude coverage.

In a Jan. 17 ruling, Bankruptcy Judge Marci B. McIvor granted
summary judgment in favor of West Bend.  Judge McIvor said Double
D's failure constitutes defective workmanship and relieves West
Bend of an obligation to cover Double D for any damages caused by
Double D's failure. However, even if there is insurance coverage,
West Bend's liability to the Trustee would be limited to any
amounts which could have been recovered directly from Double D for
accepting payment of the bid amount on a contract which could not
be successfully fulfilled.

The lawsuit is, DAVID W. ALLARD, CHAPTER 11 TRUSTEE OF LOST
PENINSULA MARINA DEVELOPMENT COMPANY, LLC, LOST PENINSULA MARINA,
LLC AND MAUMEE BAY SUPPLIES, LLC, Plaintiff, v. DOUBLE D FIRE
PROTECTION, INC., a Michigan corporation, DESIGN ENGINEERS &
CONSULTING ASSOCIATES, INC., an Ohio Corporation, COPPER CREEK
DEVELOPMENT CORP., a Michigan corporation, and MICHIGAN WETLANDS
DEVELOPMENT & CONSTRUCTION, LLC, a Michigan limited liability
company. Defendants, and WEST BEND MUTUAL INSURANCE COMPANY, a
Wisconsin Corporation, Garnishee Defendant, Adv. Proc. No. 09-6788
(Bankr. E.D. Mich.).  A copy of the Court's Jan. 17, 2013 Opinion
is available at http://is.gd/YqXmVsfrom Leagle.com.

Lost Peninsula Marina Development Company, LLC. was the owner of
roughly 82 acres of real property located at 6300 Edgewater Drive,
Erie Township, Michigan, which contains a facility known as the
Lost Peninsula Marina.  Mel Belovicz and Christopher Connolly were
the sole members of LPMDC.   Lost Peninsula Marina Development
Company LLC and affiliates, Lost Peninsula Marina LLC, and Maumee
Bay Supplies LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.
Mich. Case Nos. 07-62230, 07-62333, and 07-62336) on Nov. 27,
2007.  Each of the Debtors listed under $1 million in both assets
and debts.


MASSACHUSETTS LIFECARE: Sale Gives No Immunity From Suit
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge William G. Young in Boston ruled
on Jan. 23 that a bankruptcy court order approving sale of
collateral does not confer immunity on an indenture trustee if
secured bondholders later sue based on a contention the trustee
violated duties to the holders.

The report recounts that the case involved a retirement community
sold during the bankruptcy of Western Massachusetts Lifecare Corp.
begun in 2009.  U.S. Bank NA was indenture trustee for the
bondholders.  The bankruptcy court approved sale of the
bondholders' collateral, given support from the indenture trustee.
Bondholders later sued in state court, contending the bank
violated duties to the holders. The case was transferred to
federal district court.

According to the report, Judge Young denied the bank's motion for
summary judgment, where the bank contended there were no disputed
facts of legal significance.  The bank argued it was entitled to
dismissal of the suit because the sale was approved in bankruptcy
court as being in the best interest of creditors.

Judge Young, the report discloses, concluded that the bank
couldn't rely on the doctrine of "issue preclusion," for several
reasons.  He said that the same issues weren't actually litigated
in bankruptcy court because it's possible the sale was the best
available even though the bank "misled the bondholders and
breached their contract."  Issue preclusion also didn't apply
because the bankruptcy judge took no evidence on fairness of the
sale. He only relied on the parties' agreement, Judge Young said.

In addition, bondholders didn't receive notice of the sale and
weren't individually permitted to appear at the bankruptcy court
hearing and object. The bankruptcy court ruling in any event
wasn't binding on bondholders because individually they likely
didn't have standing, or the right to be heard in bankruptcy
court.  The bank, according to Young, still may win after trial
and beat back the bondholders' argument that the sale approved in
bankruptcy court was a "sweetheart deal."

The opinion by Judge Young was "strictly procedural," bank
spokeswoman Teri Charest said in an e-mailed statement to
Bloomberg News.  She said the bank "acted appropriately" and will
continue to defend the suit "vigorously." She noted there has been
"no finding or decision relating to the underlying facts."

The case is Peterson v. U.S. Bank NA, 12-10009, U.S. Bankruptcy
Court, District of Massachusetts (Boston).

A copy of District Judge William G. Young's Jan. 23, 2013
Memorandum is available at http://is.gd/Rz7eAZfrom Leagle.com.

               About Western Massachusetts Lifecare

Springfield, Massachusetts-based Western Massachusetts Lifecare
Corporation, a/k/a Reeds Landing, provides residential care
services.  The Company filed for Chapter 11 on May 4, 2009 (Bankr.
D. Mass. Case No. 09-30737).  Sean Monahan, Esq., at Choate Hall &
Stewart represents the Debtor in its restructuring efforts.  The
Debtor listed $10 million to $50 million in assets and $50 million
to $100 million in debts.


MEDIA GENERAL: Gabelli Funds Owns 5.9% of Class A Shares
--------------------------------------------------------
In a 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 1,615,000 shares of Class A common stock
Media General, Inc., representing 5.90% of the shares outstanding.
A copy of the filing is available at http://is.gd/35p7oZ

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$773.96 million in total assets, $933.87 million in total
liabilities and a $159.91 million stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MENDOCINO COAST: Jerry Seelig Named Patient Care Ombudsman
----------------------------------------------------------
Jerry Seelig is serving as the patient care ombudsman in the
chapter 11 case of Mendocino Coast Health Care District.  The U.S.
Bankruptcy Court has approved the appointment of Mr. Seelig in a
Nov. 20 order.

Mendocino Coast Health Care District, the operator of a 25-bed
acute-care hospital in Fort Bragg, California, filed for Chapter 9
municipal bankruptcy protection (Bankr. N.D. Calif. Case No.
12-12753) on Oct. 17, 2012.  Andrea T. Porter, Esq., at Friedman
and Springwater LLP, serves as counsel to the Chapter 9 Debtor.

Bankruptcy ensued when mediation failed to reach agreement with
the union.  The hospital district complied with California law
requiring negotiations before filing a Chapter 9 petition.

The petition showed that assets and debt both exceed $10 million.


MERIDEN HOTEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Meriden Hotel Partners, LLC
        900 E. Main Street
        Meriden, CT 06450

Bankruptcy Case No.: 13-30139

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Timothy D. Miltenberger, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: (203) 243-4488
                  E-mail: tmiltenberger@coanlewendon.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-30139.pdf

The petition was signed by Bhupen Yaduvanshi, member.


MOLYCORP INC: S&P Assigns 'CCC' ICR to Proposed Sr. Notes Due 2018
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
issue-level rating to Colorado-based Molycorp Inc.'s proposed
convertible senior notes due 2018.  The recovery rating on the
notes is '5', indicating its expectation for modest (10%-30%)
recovery in the event of payment default.  The company is issuing
the notes under its shelf registration for well-known and seasoned
issuers filed on Aug. 16, 2012.

The convertible notes will be senior unsecured obligations and
will rank equal to all of Molycorp's existing and future senior
unsecured indebtedness.  The company intends to use the proceeds
from this offering, along with net proceeds from the concurrent
offering of common stock, expected to collectively generate at
least $300 million, to fund capital expenditures and other cash
requirements for 2013, including capital expenditures at the
Molycorp Mountain Pass facility.

The 'CCC+' corporate credit rating and developing outlook on
Molycorp, a miner, processor, and producer of rare earth elements,
reflect what S&P considers to be the combination of the company's
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.  Molycorp is aggressively pursuing a
strategy to become one of the world's most integrated producers of
rare earth products, including oxides, metals, alloys, and magnets
used in high tech, defense, clean energy, and water treatment
technology.

RATINGS LIST

Molycorp Inc.
Corporate Credit Rating             CCC+/Developing/--

New Ratings

Molycorp Inc.
Senior Unsecured due 2018          CCC
  Recovery Rating                   5


MONROEVILLE TAVERN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Monroeville Tavern Company
          dba Tolerico's Ristorante
        3417 Universal Road
        Monroeville, PA 15235

Bankruptcy Case No.: 13-20307

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Jeffery A. Deller

Debtor's Counsel: Gary William Short, Esq.
                  436 Seventh Avenue
                  2317 Koppers Building
                  Pittsburgh, PA 15219
                  Tel: (412) 765-0100
                  Fax: (412) 765-2211
                  E-mail: gwshort@verizon.net

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/pawb13-20307.pdf

The petition was signed by Anthony (Casey) G. Tolerico, president.


MOORE FREIGHT: Hires Baker Donelson as Special Counsel
------------------------------------------------------
Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. ask the
U.S. Bankruptcy Court for permission to employ Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC as special counsel.

The firm attests that it is a "disinterested person" as the term
is defined.

The firm's rates are:

    Professional                        Rates
    ------------                        -----
    Members                         $290-465/hour
    Associates                      $185-250/hour
    Paralegals                      $115-150/hour

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MUSCLEPHARM CORP: Has Agreement to Sell 1.5MM Preferred Shares
--------------------------------------------------------------
MusclePharm Corporation entered into a placement agency agreement
with GVC Capital LLC pursuant to which the Placement Agent agreed
to use its best efforts to arrange for the sale of up to an
aggregate of 1,500,000 shares of Series D Convertible Preferred
Stock in a registered direct offering.  The Placement Agent has no
commitment to purchase or sell any of the Preferred Shares.  The
Placement Agency Agreement contains customary representations,
warranties and covenants of the Registrant and the Placement
Agent.

The Placement Agency Agreement requires the Company to indemnify
the Placement Agent and certain of its affiliates against certain
liabilities or to contribute to payments the Placement Agent may
be required to make because of any of those liabilities.

The Preferred Shares offered pursuant to the Offering were
registered under a registration statement on Form S-1
(Registration No. 333-184625), which the Securities and Exchange
Commission declared effective on Jan. 16, 2013.

                         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.


NEW ENGLAND COMPOUNDING: Committee Allowed to Sue Owners
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge called for the appointment of a
Chapter 11 trustee for New England Compounding Pharmacy Inc. and
authorized the official committee of unsecured creditors to file
suit designed for seizing the four owners' assets.

According to the report, the committee joined a request by the
U.S. Trustee for appointment of an independent trustee wresting
control from the chief restructuring officer appointed by the
owners.  As reason for a trustee, the committee pointed to more
than $21 million the owners took out of the company in the year
before bankruptcy on Dec. 21.  The bankruptcy judge called for a
trustee to come on board as quickly as possible.

The report relates the committee says NEC produced and sold
tainted medication causing a fungal meningitis outbreak resulting
in 44 deaths, 678 injuries, and more than 160 lawsuits.
Immediately after the hearing, the committee filed a complaint to
recover the $21 million from President Barry Cadden, shareholder
and director Lisa Conigliaro Cadden, Vice President Gregory
Conigliaro, and shareholder and director Carla Conigliaro.

The committee's complaint, the report discloses, states the owners
continued taking millions out of the company after contaminated
medication was discovered and even after NEC shut down in October.
The complaint also seeks to recover about $4.7 million from
companies controlled by the owners.  The committee will be asking
U.S. Bankruptcy Judge Henry J. Boroff in Boston to freeze all the
owners' assets, except enough to pay "necessary living or
operating expenses."  In addition, they want the judge to freeze
their bank and brokerage accounts while precluding them from
transferring or encumbering assets like real estate.

                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.


NEWLEAD HOLDINGS: Inks One-Year Coal Supply Agreement
-----------------------------------------------------
NewLead Holdings Ltd. on Jan. 24 disclosed that it has signed an
agreement to supply 720,000 metric tons of thermal coal to a third
party buyer.  The contract is expected to generate approximately
$64.0 million in revenue over a 12-month period.

The contract provides for the sale of 60,000 metric tons of coal
per month (720,000 metric tons annually) for the 12 months
beginning February 4, 2013.  All tonnage is subject to a variation
of 10%.  The price was established based on the prevailing market
price for coal at the time the contract was entered into.  The
agreement is subject to satisfactory completion of a trial
shipment of approximately 60,000 metric tons, expected to be
completed in the first quarter of 2013.

Michael Zolotas, Chairman, President and Chief Executive Officer
of NewLead, stated, "We have secured an additional contract to
supply thermal coal to a third party creditworthy counterparty.
This agreement further expands our commodities business."

Michael Zolotas continued, "NewLead has the option to transport
the coal.  We are currently in discussion with a number of
financial institutions to secure financing for fleet expansion to
fulfill the transportation needs of our commodities arm."

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.


NEWLEAD HOLDINGS: Doesn't Know How to Treat Capital in Financial
----------------------------------------------------------------
NewLead Holdings Ltd. previously received a capital contribution
of 3,750 grams of nickel wire valued at $236.4 million for
258,536,585 common shares representing a 36.8% equity interest in
the Company.

The Company intends to use the investment to provide collateral
for loans funding our capital-intensive activities and to provide
a platform upon which to execute our diversified growth strategy.
The Nickel has been certified and is being held with an
internationally known repository for those industrial metals.

Upon completion of this transaction, it is expected that the
Company will have a total of 701,904,963 common shares
outstanding.  The Company will issue, following approval from
NASDAQ Stock Market LLC, unregistered common shares in exchange
for the new investment.  Vasileios Telikostoglou and Essential
Holding LTD, the new shareholders, have agreed, subject to certain
limited exceptions, not to offer, sell, agree to offer or sell,
solicit offers to purchase, grant any call option or purchase any
put option with respect to, pledge, borrow or dispose of the
Company's shares or otherwise transfer ownership of the shares
until June 30, 2014.  Vasileios Telikostoglou and Essential
Holding LTD will not have board representation or other rights.

The value of the Nickel was established on Jan. 7, 2013, by an
independent appraiser.  The foreign currency exchange rate on
Jan. 7, 2013, was used for currency translation.

The Company has not yet determined how this capital contribution
will be reflected on its financial statements.  Further, there can
be no assurance that the Company will, in the future, be able to
sell the Nickel at a price comparable to the value received in
this transaction, or at all.  The value of the Nickel may be
subject to wide fluctuations and is affected by numerous factors
beyond the Company's control, including international economic and
political conditions, levels of supply and demand, the
availability and costs of substitutes, inventory levels maintained
by users, actions of participants in the commodities markets and
currency exchange rates.  In addition, the market price of the
Nickel may also be subject to rapid short-term changes.  These
factors may cause the Company to fail to recover all or a portion
of its investment in the Nickel and may require financial write-
downs adversely impacting the Company;s financial results.

The purchase agreement governing the capital contribution is
available for free at http://is.gd/gSOyOh

                        About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NNN PARKWAY 400: Breakwater Equity Files Suit vs. LNR
-----------------------------------------------------
Breakwater Equity Partners, a commercial real estate consultancy
and investment firm, has filed a contempt-of-court motion against
special servicer LNR Partners, LLC for allegedly violating the
automatic stay provisions of Section 362 of the bankruptcy code
(case 8:12-bk-24593-TA).  The motion was filed on behalf of the 35
tenant-in-common owners of the Parkway 400 buildings in
Alpharetta, Georgia.  Judge Theodor C. Albert of the Santa Ana
Bankruptcy Court (Central District of California) will hear the
motion.  Breakwater alleges that LNR violated the automatic stay
by purportedly foreclosing on the property after bankruptcy was
filed on January 2nd.

"This is an intentional violation of the automatic stay," said
Phil Jemmett, Breakwater CEO.  "LNR has repeatedly flouted the
automatic stay provisions of the bankruptcy code.  We believe that
the court should address this ongoing pattern and practice of
renegade behavior.  The owners of this property are elderly
investors who have been defrauded and are now being victimized a
second time."

"LNR's actions are outrageous," said Ralph Farinas, one of the
tenant-in-common owners.  "This is yet another example of the
greedy behavior that has become so common with lenders.  All we
want is an opportunity to save our investment.  Most of the
investors are depending on this property to provide income for
their golden years."

The 35 tenant-in-common owners purchased Parkway 400 in 2007 for
$33.85MM.  According to Breakwater Equity Partners, the deal
sponsor, Grubb & Ellis, told the mom-and-pop investors that
Parkway 400 was a reliable investment that would produce solid
dividend distributions.  Grubb & Ellis failed to disclose material
adverse information related to the investment.

"We are confident that the owners will prevail on this contempt of
court motion," said Jemmett.  "We have litigated this issue in
other bankruptcies with LNR and it is clear that the law is well
settled.  Breakwater is committed to protecting these vulnerable
investors from predatory lenders."

Breakwater Equity Partners -- http://www.breakwaterequity.com--
is a San Diego-based commercial real estate workout consultancy
and investment firm.  Through Breakwater's extensive experience on
over 200 engagements with loan values in excess of a $3B, the firm
has devised a unique, multidisciplinary approach to uncovering and
resolving distressed assets.  Breakwater's professional team
combines legal, financial, economic, banking, tax, and regulatory
expertise to devise customized strategies for each property
regardless of market (primary to tertiary), asset class (office,
retail, multi-family, industrial, flex, land) or loan type
(portfolio or CMBS).

                       About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.


NORTEL NETWORKS: Has First Approval to End Retiree Welfare Plans
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nortel Networks Inc. and the official committee
representing retirees won approval Jan. 23 from the bankruptcy
court for the first step in a settlement ending retirees' medical
and life insurance benefits.

According to the report, retirees will be given notice of the
proposed settlement and an opportunity to object.  There will be
another hearing on April 2 for approval of the settlement where
Nortel will pay the retiree committee $66.9 million in return for
a release of all claims related to post-employment welfare plans.

The report relates that welfare plans for Nortel's 4,400 retirees
has been costing as much as $1 million a month.  The payment
Nortel will make can be used by retirees to purchase replacement
insurance.

                       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: Creditor Mediation Ends Without Agreement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that mediation among the U.S., U.K. and Canada creditors
of Nortel Networks Inc. was called off Jan. 24.  The chief justice
of Ontario, serving as mediator, said that further talks wouldn't
be worthwhile.

According to the report, failure of the parties to settle means
that creditors are faced with years of delay before they receive
distributions of $9 billion in cash collected from the sale of
assets.  The delay also means tens of millions of dollars of legal
expenses will go to lawyers, not to creditors.

The mediation that began Jan. 14 was intended for forge agreement
on how to carve up the $9 billion among creditors in the countries
where Nortel operated and went bankrupt.

                       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.


OLD REDFORD: S&P Lowers Rating on Series 2005 & 2010 Bonds to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'BB' from 'BBB-' on Michigan Finance Authority's series
2005 and series 2010 bonds, issued on behalf of Old Redford
Academy and placed the ratings on CreditWatch with negative
implications.

"The rating actions reflect our view of Old Redford Academy's
adequate, but weak, financial metrics in conjunction with the
increased credit risk posed by the IRS' revocation of the tax-
exempt status of the Clothilde R. Smith Charitable Foundation, the
school's foundation," said Standard & Poor's credit analyst Avani
Parikh.

The IRS automatically revoked the tax-exempt status, effective
Nov. 15, 2011, for failure to receive the foundation's form 990
filings for the past three fiscal years.  According to management,
the foundation's accounting firm has prepared its form 990s in a
timely manner every year and procedures have since been
implemented so that this situation does not occur again in the
future.

According to the series 2010 and 2005 bond documents, the loss of
the foundation's tax-exempt status constitutes a covenant
violation, which could mature into an event of default, unless
corrected or corrective action is taken and diligently pursued
within 45 days of written notice from the trustee.  According to
management, the trustee has not yet issued such written notice but
has been notified of the situation.  In addition, management
indicates that the foundation has filed the appropriate forms with
the IRS to request retroactive reinstatement of its tax-exempt
status and expects resolution within the next 90 days.

Standard & Poor's expects to receive timely disclosure from school
officials regarding the outcome of the IRS' review and the
financial impact, if any, to the foundation and school.  Should
the covenant violation mature into an event of default, it would
result in immediate acceleration of the bonds.  The outcome of the
IRS' decision will also indicate whether there is any taxable
impact to bondholders.  Standard & Poor's will continue to monitor
the school's performance and complete a full review pending the
outcome of the IRS' decision, which, as previously noted,
management expects within the next 90 days.

The downgrade reflects Standard & Poor's opinion of the increased
vulnerability to the school's credit profile, especially due to
its limited liquidity position and operational flexibility, as
well as the need for stronger management and governance practices,
in light of the nature of this issue and the delay in making this
information public.  Currently, Standard & Poor's deems the
school's financial profile still adequate, with breakeven to small
operating surpluses posted in each of the past three fiscal years;
maximum annual debt service coverage greater than 1x; and a weak,
but adequate liquidity position.  In Standard & Poor's view, the
school's enrollment and demand profile provides rating support,
with continued enrollment growth for the past several years, a
healthy waiting list, stabilizing student retention and strong
graduation rates.


OLD SECOND BANCORP: Reports 4th Quarter Net Income of $253,000
--------------------------------------------------------------
Old Second Bancorp, Inc., reported net income available to common
stockholders of $253,000 on $17.56 million of total interest and
dividend income for the three months ended Dec. 31, 2012, compared
with a net loss available to common stockholders of $4.20 million
on $19.97 million of total interest and dividend income for the
same period during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
available to common stockholders of $5.05 million on $75.08
million of total interest and dividend income, compared with a net
loss available to common stockholders of $11.22 million on $85.42
million of total interest and dividend income during the preceding
year.

The Company's balance sheet at Dec. 31, 2012, showed $2.04 billion
in total assets, $1.97 billion in total liabilities and $72.55
million in total stockholders' equity.

"Fourth quarter and full year results reflect ongoing progress on
both improved credit quality and overall sustainable
profitability," said Bill Skoglund, Chairman and CEO.  "Our
problem loan remediation work resulted in nonaccrual loans
declining by 39% since December 31, 2011 (down 16% since September
30, 2012).  Net charge offs continued at levels consistent with
the improved results seen in third quarter and are much improved
from results seen in 2011."

"We had some unusual items in fourth quarter earnings, including
sizable gains on sales of OREO properties and loan prepayment fee
income.  For the second consecutive quarter, a provision for loan
loss was not taken as our credit quality continued to show
improvements.  Further, I am confident that our restored loan
pipeline will benefit future core earnings and lead to cross sell
opportunities enabling us to expand our services to current and
prospective customers in our chosen markets.  While that business
develops, we have increased our portfolio of investment securities
89% or $272 million since December 31, 2011.  Growing franchise
value and sustained core profitability remain our main
objectives."

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

                         http://is.gd/nnvhYF

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.


PACKAGING DYNAMICS: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Packaging Dynamics.  At the same time, S&P
affirmed its 'B' issue-level rating on the company's $425 million
senior secured notes due 2016.  S&P's '4' recovery rating
indicates its expectation for average (30%-50%) recovery in the
event of a payment default.

"The rating on Packaging Dynamics reflects our assessment of the
company's financial risk as aggressive and its business risk as
weak," said Standard & Poor's credit analyst James Fielding.

Standard & Poor's aggressive financial risk assessment reflects
its view that Packaging Dynamics' leverage will remain near 5x
EBITDA over the next several fiscal quarters due to weak organic
sales growth and modestly higher debt levels following a 2012
acquisition.  S&P's weak business risk assessment acknowledges the
company's limited operating diversity and participation in small
and mature niche specialty paper and packaging end markets.

"The stable outlook reflects our expectation for steady demand for
most of Packaging Dynamics' products and relatively flat pricing
and input costs.  We expect our ratings to hold even if revenues
were to decline 5% to 10% over the next year.  We would lower our
rating if revenues dropped 20% or more, because leverage would
likely climb to about 6x EBITDA.  We view an upgrade to be less
likely over the next 12 months, given our relatively subdued
economic forecast.  However, we would raise our rating if leverage
dropped and stayed below 4.5x.  This could occur if the economy
recovers more quickly than we currently anticipate and input costs
fall significantly.  Still, any upgrade would be limited to one
notch given the indeterminate financial policies associated with
the company's private equity ownership.


PARADISE VALLEY: Can Hire Patten Peterman as Counsel
----------------------------------------------------
Paradise Valley Holdings LLC sought and obtained permission from
the U.S. Bankruptcy Court to employ Patten, Peterman, Bekkedahl &
Green as its legal counsel.

The firm's professionals who will be working on the case are James
A. Patten, Craig D. Martinson, W. Scott Green, Patricia D.
Peterman, Bruce O. Bekkedahl, Michael McGuinness, and Benjamin J.
Halverson.

Services rendered by attorneys James A. Patten, Patricia D.
Peterman, Bruce O. Bekkedahl, W. Scott Green, and Craig D.
Martinson will be paid at $315 per hour.  Services rendered by
Michael McGuinness will be compensated at $150 per hour.  Services
rendered by attorney, Benjamin J. Halverson will be compensated at
$125 per hour.

Services rendered by paralegals Diane S. Kephart and April J.
Boucher will be compensated at $125 per hour.  Services rendered
by paralegals Valerie Cox, Phyllis Dahl, Marcia Berg, and Leanne
Beatty will be compensated at $110 per hour.

To the best of the Debtor's knowledge, neither Patten Peterman nor
its professionals have any connection with the creditors, or any
other party in interest, or their attorneys and accountants, the
United States Trustee, or any person employed in the office of the
United States Trustee, and are "disinterested persons" as defined
in 11 U.S.C. 101(14).

The firm received $1,046 for the filing fee and $5,532 for
prepetition legal fees.  The firm also holds $28,527 as retainer.

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PARADISE VALLEY: Court Approves Holmes & Turner as Accountants
--------------------------------------------------------------
Paradise Valley Holdings LLC sought and obtained permission from
the Bankruptcy Court to employ Holmes & Turner, P.C., of Bozeman,
Montana, as accountants to prepare income tax returns, financial
statements and reports for the Debtor.

To the best of the Debtor's knowledge, Holmes & Turner has no
connection with the creditors, or any other party in interest, or
their respective attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee, and is a "disinterested person" as defined in 11 U.S.C.
101(14).

The firm's hourly rates are:

          Ernest J. Turner                $250
          Duane Moulton                   $165
          Carol Dismore                   $150
          Rosalie Barndt                  $140
          Kristine Yakawich                $95
          Amanda Flohr                     $90
          Chandra Inman                    $40

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PARADISE VALLEY: Court Approves Timothy Murphy as Realtor
---------------------------------------------------------
Paradise Valley sought and obtained permission from the U.S.
Bankruptcy Court to employ Timothy Murphy of Hall & Hall Partners
LLP as realtor.

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

Commission will be 4% with 3% going to the broker that also
represents a buyer.  In the event that an outside broker shall
receive a 2% of the fee and the balance shall be split equally
between the two listing parties.  Applicants said they have no fee
sharing agreement.

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PATRIOT COAL: UMWA and Sureties' Motions to Transfer Venue Denied
-----------------------------------------------------------------
On Jan. 23, 2013, the U.S. Bankruptcy Court for the Southern
District of New York entered orders denying motions to transfer
the venue of Patriot Coal Corporation's case to the U.S.
Bankruptcy Court for the Southern District of West Virginia.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.


PEAK RESORTS: Court Approves Bonadio & Co as Accountant
-------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York authorized Peak Resorts, Inc.,
et al., to employ Bonadio & Co., LLP, as accountant.

According to the Troubled Company Reporter on Dec. 26, 2012,
Bonadio will:

      a. prepare federal and New York State income tax returns for
         the year ending Sept. 30, 2012, and going forward for the
         Debtors; and

      b. perform audits in accordance with generally accepted
         auditing standards of the financial statements of: (i)
         Hope Lake Investors, LLC, and (ii) the consolidated
         financial statements of Peak Resorts, Inc., for the year
         ended Sept. 30, 2012, prepared in accordance with
         generally accepted accounting principles.

Bonadio said it believes that the work will be completed at these
costs:

     Peak Resorts
     ------------
     a. audit of financial statements for the year-ended Sept. 30,
        2012: $25,000

     b. preparation of Federal and New York State Income Tax
        Returns for the year ended Sept. 30, 2012: $3,000

     Hope Lake
     ---------
     a. audit of financial statements for the year ended Sept. 30,
        2012: $25,000

     b. preparation of Federal and New York State Income Tax
        Returns for the year ended Sept. 30, 2012: $3,000

Out-of-pocket travel costs which will be billed in addition to the
fees will not exceed $2,000.

Prior to commencement of this engagement, Bonadio required a
$15,000 retainer to be paid.  The funds will be held in escrow
by Bonadio until the accountant is awarded fees by the Court.

James J. Zielinski, a partner at Bonadio, said the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Court Okays BDO Capital as Investment Banker
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized Peak Resorts Inc. et al. to employ BDO Capital Advisors
LLC as investment banker and financial advisor.  Jeffrey R.
Manning attested that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PENNFIELD CORP: Can Use Fulton Cash Collateral Until Feb. 2
-----------------------------------------------------------
In a fourth interim order, the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Pennfield Corporation
to use cash collateral of Fulton Bank during the period from
Jan. 19, 2013, through Feb. 2, 2013.

As of the Petition Date, the unpaid aggregate liability of the
Debtor to the Bank is $9,974,167.

As adequate protection, the Bank is granted post-petition
replacement liens on the Debtor's assets acquired after the
Petition Date.  The Replacement Liens will have the same priority
and validity as pre-petition security interests and liens held by
Fulton Bank in the collateral as of the Petition Date.

                    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.


QBEX ELECTRONICS: Can Employ GrayRobinson P.A. as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized QBEX Electronics Corporation to employ GrayRobinson
P.A. as bankruptcy counsel to the Debtor.

As reported in the TCR on Nov. 22, 2012, the firm's Robert A.
Schatzman will lead the engagement.  The firm will, among others,
represent the Debtor in negotiations with its creditors in the
preparation of a bankruptcy plan.

                      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.


RESIDENTIAL CAPITAL: To Pay $297.6-Mil. to Fannie Mae
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC settled with Federal National
Mortgage Association by agreeing to pay Fannie Mae $297.6 million
on completion of the sale of the mortgage servicing business.

The report recounts that Fannie Mae had objected to the sale,
which the bankruptcy court approved in November.  The sale will
generate $4.5 billion for ResCap from sale of the loan-servicing
business and the primary loan portfolio.

In consultation with the creditors' committee, ResCap agreed that
Fannie Mae should be paid the $297.6 million when the sale is
completed.  From the total, $265 million is for curing payment
defaults under Fannie Mae agreements being acquired by the
purchaser.

The settlement is scheduled for approval on Jan. 30 by the
bankruptcy judge in New York unless someone objects.

ResCap's $2.1 billion in third-lien 9.625% secured notes due 2015
traded at 1:52 p.m. Jan. 24 for 106.65 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The $473.4 million of
ResCap senior unsecured notes due April 2013 traded at 3:52 p.m.
Jan. 24 for 30.20 cents on the dollar, a 29% increase since
Dec. 19, according to Trace.

                     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).


RICHARD C. SINCLAIR: Calif. Appeals Court Rules in Katakis Dispute
------------------------------------------------------------------
The Court of Appeals of California, Fifth District, issued a
ruling in the case, RICHARD C. SINCLAIR et al., Plaintiffs and
Appellants, v. ANDREW KATAKIS et al., Defendants and Appellants,
No. F058822 (Calif. App. Ct.).  The case includes three appeals
from the judgment and the postjudgment orders following litigation
over the ownership of eight lots in the Fox Hollow subdivision in
Turlock, California.  A copy of the Jan . 23, 2013 decision is
available at http://is.gd/fgrUpQfrom Leagle.com.

Richard C. Sinclair, who serves as counsel for some of the
plaintiffs on appeal; his company Lairtrust, LLC; Mr. Sinclair's
son, Brandon Sinclair; Brandon's company, Capstone, LLC; Stanley
Flake, as an individual and as trustee of Capstone Trust; and
Gregory Mauchley.  Each plaintiff has had an ownership interest in
the Fox Hollow property.

The defendants are Andrew Katakis, his company California Equity
Management Group, Inc., and the Fox Hollow of Turlock Owners
Association.  Mr. Katakis and CEMG acquired the properties that
the plaintiffs lost through foreclosures.  The FHOA foreclosed on
two of plaintiffs' properties for delinquent dues and special
assessments.

The plaintiffs claimed they were deprived of their property by
wrongful foreclosures and the defendants' tortious acts.  The
Defendants denied the allegations and asserted that the
plaintiffs' unclean hands precluded recovery.  The Defendants also
cross-complained for abuse of process.  A California trial court
found against the plaintiffs on their complaint and concluded the
plaintiffs' unclean hands barred their recovery as well.  The
trial court found against defendants on their cross-complaint.

On appeal (1) the plaintiffs challenge essentially all of the
trial court's rulings against them, (2) Stanley Flake, as an
individual and as trustee of Capstone Trust, challenges the
unclean hands findings and the denial of a motion to enforce a
settlement agreement, and (3) the defendants cross-appeal and
challenge the trial court's ruling that some of the plaintiffs'
claims were not barred by the doctrine of res judicata.

In 1993, Mr. Sinclair and his wife filed a chapter 11 bankruptcy
proceeding.  Eventually, the bankruptcy court granted Stockton
Savings and Loan Association relief from the automatic stay, and
the bank foreclosed on Fox Hollow.


ROCMEC MINING: Delays Filing of Annual Financial Statements
-----------------------------------------------------------
Rocmec Mining Inc. on Jan. 24 disclosed that it will not be able
to file its annual financial statements, accompanying management's
discussion and analysis and related CEO and CFO certifications for
the financial year ended September 30, 2012, within the period
prescribed for the filing of such documents under Parts 4 and 5 of
Regulation 51-102 respecting Continuous Disclosure Obligations and
pursuant to Regulation 52-109 respecting Certification of
Disclosure in Issuers' Annual and Interim Filings, namely within
120 days of year-end, being January 28, 2013.

Despite its efforts, the Corporation is currently not in a
position to timely file the 2012 Annual Financial Statements,
primarily as a result of the time and costs required for auditors
in Peru to complete the audit of the annual financial statements,
such audit being required due to the mining operations conducted
by Rocmec during the financial year ended September 30, 2012 on
the Rey Salomon property located in Peru.

Rocmec has made an application to the Autorite des marches
financiers (the "AMF") for a management cease trade order (the
"MCTO"), which would restrict all trading in securities of the
Corporation, whether direct or indirect, by management of the
Corporation.  The MCTO would not affect the ability of
shareholders who are not insiders of the Corporation to trade
their securities.  There is no certainty that the MCTO will be
granted.  If the MCTO is not issued by the AMF, the applicable
Canadian securities regulatory authorities could issue a general
cease trade order against the Corporation for failure to file the
2012 Annual Financial Statements within the prescribed time
period.

Rocmec's board of directors and its management are working
expeditiously to meet Rocmec's obligations relating to the filing
of the 2012 Annual Financial Statements.  The Corporation expects
to file the 2012 Annual Financial Statements on or about February
25, 2013.

The Corporation confirms that it intends to satisfy the provisions
of the alternative information guidelines found at sections 4.3
and 4.4 of Policy Statement 12-203 respecting Cease Trade Orders
for Continuous Disclosure Defaults for so long as it remains in
default as a result of the late filing of the 2012 Annual
Financial Statements.  During the period of default, Rocmec will
issue bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR.  The
Corporation confirms that there are no insolvency proceedings
against it as of the date of this press release.  The Corporation
also confirms that there is no other material information
concerning the affairs of the Corporation that has not been
generally disclosed as of the date of this press release.

Rocmec is active in the exploration and the development of gold
resources in Quebec and Peru.


SAMUEL ADAMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Samuel Adams Enterprises, LLC
        38-11 Ditmars Boulevard, Suite 364
        Astoria, NY 11105

Bankruptcy Case No.: 13-40381

Chapter 11 Petition Date: January 23, 2013

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Richard S. Feinsilver, Esq.
                  One Old Country Road, Suite 125
                  Carle Place, NY 11514
                  Tel: (516) 873-6330
                  Fax: (516) 873-6183
                  E-mail: feinlawny@yahoo.com

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

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

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

The petition was signed by Gerardo Sanchez, managing member.


SATCON TECHNOLOGY: Revised Sale Procedures Motion Filed
-------------------------------------------------------
BankruptcyData reported that Satcon Technology filed with the U.S.
Bankruptcy Court an emergency motion for approval of revised bid
and sale procedures with respect to the sale of substantially all
of the Debtors' assets.

Satcon explains, "As the Debtors have been unsuccessful in
obtaining a stalking horse bidder and are in default under the
Final Cash Collateral Order, the schedule proposed in the Original
Bid Procedures Motion is no longer advisable or achievable. Thus,
the Debtors, after discussions with SVB, Horizon/Velocity and the
Committee, determined that an expedited Sale process represented
the best resolution of these chapter 11 cases. Therefore the
Debtors, in consultation with SVB, Horizon/Velocity and the
Committee, are seeking an expedited Auction and Sale to allow
potentially interested parties to submit bids for either the
Debtors' business as a going-concern or for individual aspects of
the Debtors' business, including bids submitted by parties
interested in potentially liquidating the Assets," BData related,
citing court papers.

The Debtors withdrew their previously-filed motion for sale
procedures, and the Court scheduled a January 28, 2013 hearing on
this revised motion, the report added.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SATCON TECHNOLOGY: Committee's Challenge Period Extended
--------------------------------------------------------
The Hon. Kevin Gross has approved a stipulation between Satcon
Technology Corporation, et al., and the Debtors' prepetition
lenders, Silicon Valley Bank, and Horizon Credit I LLC and
Velocity Venture Funding, LLC, pertaining to the deadline for the
Official Committee of Unsecured Creditors to initiate certain
claims on behalf of the Debtors' estates challenging the validity,
amount, priority, among others, of the lenders.  Pursuant to the
Stipulation, the period established in the Final Cash Collateral
Order for the Committee to bring Claims is extended through and
including Jan. 25, 2013 at 5:00 p.m. (EST).

As reported in the Troubled Company Reporter on Dec. 20, 2012,
the U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized Satcon to use the cash collateral of senior
secured creditor Silicon Valley Bank until March 2, 2013.  The
Debtors may use the cash collateral to fund the daily operation of
their business.  The Debtors had been unable to obtain financing
from sources on terms more favorable than provided in the final
order.

Pursuant to a stipulation dated Oct. 16, 2012, the Debtors are
liable to the senior secured creditor in the approximate amount of
$14,536,165 plus accrued interest of $88,896 and other fees.

The Debtors relate that Compass Horizon Funding Company LLC has
transferred agreements to Horizon Credit LLC and Velocity Venture
Funding, LLC.  The subordinated secured creditors assert that the
Debtors owe (i) Horizon Credit LLC -- $5,277,964 in principal plus
$101,638 in interest plus $21,601 for other fees; and (ii)
Velocity Venture Funding, LLC -- $1,055,592 in principal plus
$20,327 in interest plus $4,320 in other fees, costs and expenses.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtors will grant the senior secured
creditor and subordinated secured creditors  replacement liens in
all assets, superpriority administrative claim status, subject to
carve out on certain expenses.

Additionally, the Debtors will pay postpetition interest.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SCOTTS MIRACLE-GRO: S&P Lowers Unsecured Debt Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
unsecured debt rating to 'BB-' from 'BB' on Ohio-based Scotts
Miracle-Gro Co.'s existing 7.25% senior notes due 2018 and 6.625%
senior notes due 2020.  At the same time, S&P is revising the
recovery rating to '6' from '5', indicating its expectation for
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.

S&P also assigned its preliminary 'BB-' unsecured debt rating to
the company's Rule 415 shelf registration.  The 'BB+' corporate
credit rating on Scotts remains unchanged.  The outlook is stable.

"We are lowering our issue-level rating to reflect a lower
enterprise value as a result of the decline in EBITDA for fiscal
2012 (ended September 2012).  The company's credit metrics also
declined modestly due to weakened operating performance for fiscal
2012, with debt to EBITDA increasing to about 2.9x from 2.5x one
year ago.  However, we believe leverage could decline back toward
the mid-2x area over the next 12 months, given management's
renewed focus on increasing profitability and reducing leverage in
line with its unadjusted leverage target of 2.0x to 2.5x.  Scotts'
leverage remains low relative to our indicative ratio of debt to
EBITDA of 3x to 4x for a "significant" financial risk profile.  We
believe this provides some cushion to support ongoing fluctuations
in operating performance," S&P said.

The ratings on Scotts reflect Standard & Poor's view that the
company's financial risk profile continues to be "significant,"
particularly given the company's moderate financial policy and
S&P's expectations for credit metrics to improve modestly.  In
addition, S&P believes the company's business risk profile
continues to be "fair," reflecting the company's strong market
positions, well-recognized brand names, and favorable long-term
demographic trends in the consumer lawn and garden care segment.
S&P's business risk assessment also incorporates the fluctuation
in operating performance due to the highly seasonal and weather-
dependent nature of the industry, as well as fluctuations in
commodity and energy costs.

RATINGS LIST

Scotts Miracle-Gro Co.
Corporate credit rating                       BB+/Stable/--

Issue Rating Lowered/Recovery Rating Revised
                                               To       From
Unsecured debt                                BB-      BB
  Recovery rating                              6        5

Rating Assigned
Unsecured debt
  Rule 415 shelf registration                  BB- (Prelim)


SEDONA ASSOCIATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sedona Associates, LLC
        1445 Wampanoag Trail, Suite 203
        E. Providence, RI 02915

Bankruptcy Case No.: 13-10150

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Diane Finkle

Debtor's Counsel: John Boyajian, Esq.
                  BOYAJIAN HARRINGTON RICHARDSON & FURNESS
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600
                  E-mail: john@bhrlaw.com

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

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

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

The petition was signed by Patrick T. Conley.


SESAC HOLDCO: Moody's Assigns 'B2' CFR; Rates 1st Lien Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned to SESAC Holdco II LLC a B2
Corporate Family Rating (CFR), B2-PD Probability of Default Rating
(PDR), B1 rating to the company's proposed 6-year $220 million
senior secured first-lien term loan and 5-year $15 million senior
secured revolving credit facility, and Caa1 rating to the proposed
6.5 year $105 million senior secured second-lien term loan. The
rating outlook is stable.

New issue proceeds together with $190 million of new equity and
$94 million of rollover equity will be used to permanently fund
the acquisition of SESAC by private equity firm Rizvi Traverse for
a total purchase price of $590.5 million. The new credit
facilities will refinance a $325 million bridge loan that was
underwritten by Jefferies Finance LLC in December 2012 when the
acquisition closed. The Jefferies bridge loan was used to repay
SESAC's approximately $104 million royalty backed notes and to
fund the buyout.

The transaction will result in pro-forma leverage of about 6.6x
(as of September 30, 2012 and including Moody's adjustments) and
is expected to increase cash interest expense by approximately $20
million annually. The B2 CFR reflects SESAC's high pro-forma
leverage, relatively small scale, and key-man risk associated with
Chairman & CEO Stephen Swid's historic influence on the company,
as well as a history of debt-financed shareholder-friendly
transactions. Despite the increase in leverage and negative impact
on free cash flow, Moody's expects SESAC will continue to grow
revenue and EBITDA in the mid-to-low single digit range and
generate positive free cash flow. The stable contractual nature of
the business model and high barriers to entry also support the
rating.

Ratings Assigned:

  Issuer: SESAC Holdco II LLC

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$220 Million Senior Secured First-Lien Term Loan due 2019 -- B1
(LGD-3, 33%)

$15 Million Senior Secured Revolving Credit Facility due 2018 --
B1 (LGD-3, 33%)

$105 Million Senior Secured Second-Lien Term Loan due 2019 --
Caa1 (LGD-5, 87%)

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale

SESAC's B2 rating reflects the company's high leverage of around
6.6x (Moody's adjusted) pro-forma for the proposed transaction and
small scale. Moody's projects the company will de-lever to the
high 5x range over the next 18 months aided by EBITDA growth as
well as the scheduled amortization and mandatory excess cash flow
sweep on the term loan. The company generated LTM revenue of
approximately $151 million through September 30, 2012,
representing a small percentage of the market, which is dominated
by its much larger Performing Rights Organization (PRO)
competitors, ASCAP and BMI. SESAC's ratings also capture the
history of aggressive financial behavior, including dividend
payments and preferred share redemptions totaling over $175
million through fiscal year 2008. Moody's anticipates the terms of
the credit agreement (which have not been finalized as of the date
of this publication) will attempt to limit the company's ability
to distribute cash to shareholders, but are mindful that
amendments, use of incremental credit facilities or changes to the
final terms of the credit agreement are possible. The historic
influence of its Chairman and CEO, Stephen Swid, provides some
additional concern, though mitigated by SESAC's new majority
owner, Rizvi Traverse. The potential for prolonged litigation
associated with the current antitrust allegations against SESAC is
also factored in the B2 CFR.

SESAC's ratings are supported by Moody's expectation for positive
free cash flow generation, stable EBITDA margins and continued
revenue and EBITDA growth. Moody's believes this will be driven by
SESAC's further share gains in an underpenetrated PRO market,
growth in higher margin segments and negotiated price increases in
existing contracts. Ratings are also supported by the stable
contractual nature and diversification of its growing licensee
contracts, with the two largest licensees accounting for just
under 7% of total revenue, and the relatively high barriers to
entry in the PRO space. The contractual nature of the business
provides the company not only with a stable and relatively
predictable revenue stream, but also consistent annual increases
and automatic renewals which help drive growth year over year.

With approximately $31 million in cash on the balance sheet (as of
September 30, 2012), free cash flow projected to be around $15
million annually, and a fully available $15 million revolver,
Moody's expects SESAC will maintain a good liquidity profile over
the next 12 to 15 months. The proposed transaction will increase
cash interest by around $20 million, but after accounting for a
reduction in cash taxes, the expected reduction in dividend
payments, and higher EBITDA, Moody's believes SESAC will generate
sufficient free cash flow to cover all of its mandatory near-term
debt payments under the credit facilities. Although Moody's does
not expect the company will rely on its proposed $15 million
revolving credit facility over the next 12 months, given its cash
balance, positive free cash flow, and low maintenance capex, the
facility improves the company's liquidity profile. Moody's
anticipates the credit agreement will include total leverage and
minimum interest coverage tests with initial cushions set in the
25% to 30% range, allowing the company to comfortably remain in
compliance over the next 12 to 18 months.

Rating Outlook

SESAC's stable rating outlook reflects Moody's expectation of
continued top line revenue and EBITDA growth in the mid-to low-
single digit range resulting in modest de-leveraging over the
rating horizon. Moody's projects free cash flow to be around $15
million, allowing SESAC to de-lever to the high 5x range over the
next 18 months.

What Could Change the Rating -- Up

Given the company's high pro-forma leverage of 6.6x (Moody's
adjusted), SESAC is weakly positioned in the B2 rating category.
Moody's would consider an upgrade if the company were to
meaningfully reduce leverage to the low 4x range driven by
expectation of continued revenue and EBITDA expansion. Moody's
would also look for continued free cash flow generation resulting
in free cash flow to debt around 10%.

What Could Change the Rating -- Down

Ratings could see downward pressure if leverage were to remain
above 6x (Moody's adjusted) or if EBITDA growth is insufficient to
keep free cash flow as a percentage of debt around 5%. Additional
leveraging transactions or sizable distributions to shareholders
could also result in a downgrade. To the extent any plaintiff is
successful in the pending lawsuits against the company resulting
in significant damages above the contemplated litigation escrows,
Moody's could lower the rating.

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

Headquartered in Nashville Tennessee, SESAC is a performing rights
organization (PRO) which represents songwriters, music publishers
and other creators of music. The company is the third largest PRO
in the US and generates revenue by tracking the public performance
of their affiliates' music , collecting licensing income from
broadcasters and other users of music ,and distributing royalties
to its affiliate base of writers, publishers and composers.
Revenue for the twelve months ended September 30, 2012 totaled
approximately $151 million.


SNO MOUNTAIN: Chapter 11 Trustee Hires SSG Advisors as Bankers
--------------------------------------------------------------
Gary F. Seitz, the chapter 11 trustee of Sno Mountain LP, asks the
U.S. Bankruptcy Court for permission to employ SSG Advisors, LLC
as investment banker.

The firm, among other things, will provide these services:

a. prepare an information memorandum describing the Debtor, its
   historical SSG Managing Director J. Scott Victor attests that
   it is a "disinterested person" as the term is defined in
   Section 101(14) of the Bankruptcy Code;

b. assist the Trustee in compiling data room of any necessary and
   appropriate documents related to the Sale; and

c. assist the Trustee in developing a list of suitable potential
   buyer who will be contracted on a discreet and confidential
   basis after approval by the Trustee.

The parties agreed to this compensation package:

a. Monthly Fees.  Monthly fees if $25,000 per month payable
   beginning Jan. 1, 2013 and continuing on Feb. 1, 2013, March 1,
   2013 for a total of 4 monthly fees.  All monthly fees paid will
   be credited against the transaction fee.

b. Sale Fee. Upon the consummation of a Sale Transaction, SSG
   shall be entitled to a fee (the Sale Fee), payable in cash, in
   federal funds via wire transfer or certified check, at and as a
   condition of closing of such Sale, equal to four and one half
   percent of Total Consideration.

c. Financing Fee. Upon the closing of a Financing, SSG shall be
   entitled to a fee equal to $40,000 which shall be paid directly
   from the Financing proceeds prior to payment to any super
   priority claim, secured claim, or administrative claim.

e. In addition to the Transaction Fee, SSG will be entitled
   to accrue and seek reimbursement for all of SSG's reasonable
   out-of-pocket expenses incurred from the estate in the event
   of a Sale, Financing or Restructuring.

In a separate ruling, the U.S. Bankruptcy Court approved the
employment of Maschmeyer Karalis PC as counsel to the trustee.

The Bankruptcy Court also has approved Deloitte Financial Advisory
Services LLP; McColgan and Company LLC as real estate appraisers;
and Bederson & Company as accountants in the case.

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) on Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.


SORENSON COMMUNICATION: Moody's Withdraws '(P)Caa2' Corp. Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the provisional (P)Caa2
Corporate Family and other ratings from Sorenson Communication as
the exchange offer and related new financings upon which the
ratings were premised are not currently being pursued.

Ratings Rationale

Moody's last rating action on Sorenson was on December 13, 2012 to
issue a provisional (P)Caa2 Corporate Family rating and
provisional instrument ratings of (P)B1 to then proposed Senior
Secured Revolving Credit Facility, (P)B2 to the then proposed
Senior Secured Term Loan and First Lien Senior Secured Notes and
(P)Caa3 to the then proposed Exchange Notes.

Sorenson is the leading provider of IP-based video communication
technology and services to the deaf and hard of hearing. The
company's sign language interpreters join telephone calls by or to
deaf customers via its videophones. The service is provided free
of charge to qualified deaf individuals as mandated by the
Americans with Disabilities Act of 1990. Moody's expects 2013
revenues of over $500 million.

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


SOUTHERN AIR: Disclosure Statement Hearing on Jan. 29
-----------------------------------------------------
Southern Air Holdings Inc. and its affiliates filed a disclosure
statement in support of its second amended joint plan dated
Jan. 18, 2013.

The hearing on the disclosure statement is scheduled on Jan. 29,
2013, at 10:00 A.M.

Pursuant to the Disclosure Statement, on the effective date of the
Plan, the Oak Hill Leases will be amended pursuant to the Oak Hill
Lease Amendments, in accordance with the terms set forth in the
Plan Support Agreement, and assumed as executory contracts.

From and after the Effective Date, subject to the terms and
conditions of the OHAA Funding Agreement, the Oak Hill Entities
will make these payments:

     a. the Oak Hill Entities will make monthly payments on the
        first Business Day of each month in the amount of
        $833,333.33 to Reorganized Southern Air, until Southern
        Air has received $10,000,000 of 12-Month Payments.  The
        OHAA Escrow Account will at all times be funded with at
        least $833,333.33 and OH Acquisition LLC (OHAA) will
        promptly fund additional amounts necessary to maintain the
        OHAA Escrow Minimum Amount.

     b. within one Business Day following OHAA's receipt of
        confirmation that Reorganized Southern Air has timely paid
        a monthly lease payment due under the applicable Oak Hill
        Leases, the Oak Hill Entities shall pay to Reorganized
        Southern Air $41,666.66, in four separate installments,
        representing one installment per Oak Hill Lease, in the
        aggregate amount of $166,666.66 per month ($2,000,000 per
        year), up to an aggregate amount of $10,000,000.
        Additionally, OHAA shall create an escrow for the benefit
        of Reorganized Southern Air containing $500,000 as
        security for the remaining Additional Monthly Payments.

     c. the Oak Hill Entities shall pay to Reorganized Southern
        Air $875,000, which shall be included in the Creditor Cash
        and be distributed to holders of Allowed General Unsecured
        Claims in accordance with the provisions of the Plan.

Pursuant to the Oak Hill 1110 Stipulation, the Oak Hill Entities
will assist the Debtors to utilize OHAA's deposit with The Boeing
Company in the amount of $1,925,000.  Boeing US Training and
Flight Services LLC asserted a general unsecured claim against
Southern Air in the amount of $2,739,174.77 for services rendered
prepetition.  Boeing Commercial Airplanes also asserted a general
unsecured claim against Southern Air in the amount of $659,997.91
for goods delivered prepetition.  The Debtors and Boeing are in
discussions regarding the reconciliation of these claims.
Additionally, the Oak Hill Entities, the Debtors, and Boeing are
engaged in discussions with respect to the utilization of the
Boeing Credit to offset the general unsecured claims asserted by
Boeing's affiliates, as they may be reconciled.

OHAA will receive shares of Reorganized Southern Air Parent Common
Stock, representing 17.5% of the duly authorized common stock of
Reorganized Southern Air Parent to be issued as of the Effective
Date, distributable in shares of Class A-2 Common Stock.  OHAA
will also receive the Oak Hill Warrants, which will have a term of
10 years from the Effective Date to be exercisable in two equal
tranches.  On the Effective Date, the proofs of claim filed by Oak
Hill Capital Partners II LP will be deemed withdrawn.

In satisfaction of the Prepetition Lender Claims, which exceeded
$295,000,000 and secured by first priority liens against
substantially all of the Debtors' assets, the Prepetition Lenders
have agreed to exchange their Prepetition Lender Claims for a Pro
Rata Share of (i) the Exit Term Loans in the aggregate principal
amount of $17,500,000, and (ii) a portion of the Reorganized
Southern Air Parent Common Stock, representing 82.5% of the
authorized common stock, a portion of which may be issued in the
form of the Prepetition Lender Warrants.  The Consenting Lenders
have also agreed to provide the Debtors with necessary DIP
financing, committing to provide up to $25,000,000 pursuant to the
terms of the DIP Agreement, and to forego a portion of their
recoveries.

On the Effective Date, Southern Air Management will receive a
grant of 400,000 shares of Reorganized Southern Air Parent Common
Stock, representing 4% of the shares of Reorganized Debtor, and
the Southern Management Warrants.

On the Effective Date, all of the Debtors' outstanding obligations
related to the DIP Agreement will be satisfied as follows:

Each DIP Lender will be entitled to receive its Pro Rata Share of:

    (a) Exit Term Loans in the original principal amount of
        $62,500,000, the repayment of which will be pari passu in
        recovery to the indebtedness to the Exit Term Loans to be
        issued on account of Allowed Prepetition Lender Claims;
        and

    (b) a cash payment equal to the greater of 5% of the total
        equity value of the Reorganized Debtors, and 5% of the
        total equity value of the Reorganized Debtors pursuant to
        the transactions contemplated by the Plan.

The Debtors will be relieved of any and all other obligations with
respect to the DIP Agreement and all Liens and other encumbrances
granted pursuant the Final DIP Order with respect to the property
and interests in property claimed by the Debtors will be released.

On the Effective Date, the Oak Hill Entities will have an Allowed
Claim against each Debtor for the Secured OHAA Payment
Obligations, in the aggregate amount of the payments received by
the Debtors pursuant to the Oak Hill 1110 Stipulation during the
Chapter 11 Cases, to the extent permitted pursuant to the Interim
DIP Order and the Final DIP Order.

The Debtors will create a Delaware limited liability corporation
named Cargo 360, LLC, under which all of the capital stock in
Southern Air and Air Mobility will be contributed.  Cargo LLC will
enter into a senior secured exit facility consisting of $20
million in Exit Revolving Credit Facility and $80 million in Exit
Term Loans; provided, however, that notwithstanding the foregoing,
the Debtors shall use commercially reasonable efforts to enter
into a new money facility so that the DIP New Money Loans and the
DIP Roll Up Loans, or both, are paid in full, in Cash.

The Plan documents say 10 million shares of Reorganized Southern
Air Parent will be issued as of the Effective Date, comprised of
Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common
Stock, Class B Common Stock, Class C-1 Common Stock, and Class C-2
Common Stock, each having a par value of $0.01 per share and, to
the extent applicable, governed by the provisions of the
Reorganized Debtors By-Laws, Reorganized Debtors Certificate of
Incorporation, and the Reorganized Southern Air Parent
Stockholders Agreement.

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

                        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 and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


SOUTHLAKE HOLDINGS: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Southlake Holdings, LLC
        c/o Kim G. Linville, Manager
        14041 Clarendon Point Court
        Huntersville, NC 28078

Bankruptcy Case No.: 13-30126

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: G. Martin Hunter, Esq.
                  G. MARTIN HUNTER, ATTORNEY AT LAW
                  301 S. McDowell Street, Suite 1014
                  Charlotte, NC 28204
                  Tel: (704) 377-8764
                  Fax: (704) 377-0590
                  E-mail: mhunter@martinhunterlaw.com

Scheduled Assets: $2,245,023

Scheduled Liabilities: $1,831,717

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ncwb13-30126.pdf

The petition was signed by Kim G. Linville, manager.


SPECIALTY PRODUCTS: Asbestos Creditors Tap Counsel for Bondex Suit
------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants and
Eric D. Green, the Future Claimants' Representative of Specialty
Products Holdings Corp., ask the Bankruptcy Court for authority to
retain Keating Muething & Klekamp PLL as Ohio litigation counsel,
nunc pro tunc to Dec. 21, 2012.

The PI Committee and Future Claimants' Representative want to hire
the firm in connection with the filing and prosecution of a Motion
to Intervene filed Dec. 21, 2012, in the matter captioned Bondex
International, Inc. v. Hartford Accident and Indemnity Company,
Case No. 1:03 CV 1322, in the United States District Court for the
Northern District of Ohio.  The Ohio District Court issued its
ruling denying the Motion to Intervene on Dec. 28, 2012.
Consequently, KMK's engagement has substantially concluded,
subject to the prosecution of this Application and any subsequent
fee application, and its fees and expense reimbursements currently
total approximately $6,000.

The Committee and Future Claimants' Representative are familiar
with the professional standing and reputation of KMK and
understand and recognize the value of KMK's experience in
practicing before the Ohio District Court.  KMK's limited-duration
services are necessary to enable the Applicants to prosecute the
Motion to Intervene and prepare effectively for the Estimation
Hearing.  Payment of KMK's compensation and expenses is the
obligations of the Debtors' estates and, as such, the Committee
and Future Claimants' Representative will not be personally
responsible for providing compensation or expenses to KMK under
any circumstances.

The Applicants have selected KMK based on their extensive
experience practicing before the Ohio District Court and the
Applicants believe that KMK is well qualified to represent them
regarding the Motion to Intervene.  Additionally, KMK has
significant experience in mass tort bankruptcy proceedings and the
representation of victims' trusts resulting from such proceedings.

KMK has agreed to be retained by the Committee and Future
Claimants' Representative in exchange for payment of its fees at
its normal rates and reimbursement of reasonable out-of-pocket
costs.  The rates of KMK's professionals are:

     Professional           Position       Rate
     ------------           --------       ----
     Kevin E. Irwin         Partner        $800
     Michael L. Scheier     Partner        $495
     Brandi Stewart         Associate      $230

To the best of KMK's knowledge, information, and belief (i) KMK is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code, and holds no interest adverse to the Debtors or
their estates, and (ii) KMK has no connection with the Debtors,
their creditors, the U.S. Trustee, or other parties in interest in
the Debtors' Chapter 11 cases.

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100 million to
$500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


SPIRIT REALTY: Inks Merger Agreement with Cole Credit Property
--------------------------------------------------------------
Spirit Realty Capital, Inc., Spirit Realty, L.P., Cole Credit
Property Trust II, Inc., and Cole Operating Partnership II, LP,
entered into an Agreement and Plan of Merger on Jan. 22, 2013.
The Merger Agreement provides for the merger of the Company with
and into Cole with Cole continuing as the surviving corporation
and the merger of the Cole Partnership with and into the Spirit
Partnership with the Spirit Partnership continuing as the
surviving limited partnership.  The board of directors of the
Company has unanimously approved the Merger Agreement, the Mergers
and the other transactions contemplated by the Merger Agreement.

Pursuant to the Merger Agreement, at the effective time of the
Company Merger, each outstanding share of common stock, par value
$0.01 per share, of the Company will be converted into the right
to receive 1.9048 shares of common stock, par value $0.01 per
share, of the Surviving Corporation.  At and after the Company
Merger Effective Time, each share of common stock, par value $0.01
per share, of Cole, issued and outstanding immediately prior to
the Company Merger Effective Time will remain outstanding.  At the
effective time of the Partnership Merger, (i) each outstanding
partnership unit in the Cole Partnership will automatically be
converted into one validly issued share of Surviving Corporation
Common Stock; (ii) each outstanding partnership unit in the Spirit
Partnership will remain outstanding; and (iii) the general partner
interest of the Spirit Partnership will constitute the only
general partner interests in the Surviving Partnership.

Under the terms of the Merger Agreement, at the Company Merger
Effective Time, the Surviving Corporation will assume the
Company's 2012 Incentive Award Plan and the number and kind of
shares available for issuance under the Plan will be converted
into shares of Surviving Corporation Common Stock, after giving
effect to the Exchange Ratio, in accordance with the provisions of
the Plan.  Similarly, all outstanding shares of Company Common
Stock that are subject to vesting and other restrictions will
convert into restricted shares of Surviving Corporation Common
Stock, after giving effect to the Exchange Ratio, with the same
terms and conditions as were applicable to those shares of Company
Common Stock immediately prior to the Company Merger Effective
Time.

The completion of the Company Merger is subject to customary
conditions, including, among others: (i) approval by the holders
of a majority of the outstanding shares of Company Common Stock;
(ii) approval by the holders of a majority of the outstanding
shares of Cole Common Stock; (iii) the authorization of the
listing on the New York Stock Exchange of the Surviving
Corporation Common Stock, including the Surviving Corporation
Common Stock to be issued in connection with the Mergers; (iv) the
registration statement on Form S-4 registering the applicable
Surviving Corporation Common Stock to be issued as consideration
for the Mergers having been declared effective by the Securities
and Exchange Commission; and (v) the obtaining of certain third
party consents.

At the Company Merger Effective Time, the size of the board of
directors of the Surviving Corporation will be set at nine, and
all of the directors of the Company immediately prior to the
consummation of the Company Merger and up to two individuals
designated by Cole and reasonably satisfactory to the Company,
will comprise the board of directors of the Surviving Corporation.
In addition, at the Company Merger Effective Time, the charter and
bylaws of the Surviving Corporation will be amended and restated
to be substantially identical to the charter and bylaws of the
Company, as in effect immediately prior to the Company Merger
Effective Time.  The name of the Surviving Corporation will be
"Spirit Realty Capital, Inc."

The Merger Agreement provides that, in connection with the
termination of the Merger Agreement under specified circumstances,
one party may be required to pay to the other a termination fee of
$55,000,000 or reimburse the other party's transaction expenses up
to an amount equal to $10,000,000.

A copy of the Merger Agreement is available for free at:

                        http://is.gd/LDdENd

Voting Agreements

Concurrently with the execution of the Merger Agreement, Macquarie
Group (US) Holdings No. 1 Pty Ltd., TPG-Axon Partners, LP, and
TPG-Axon Spirit Holdings Ltd. have each entered into a voting
agreement with Cole and the Cole Partnership pursuant to which
each of Macquarie, TPG-AXON Partners and TPG-AXON Spirit, who
together own approximately 15% of the currently outstanding shares
of Company Common Stock, has agreed to vote its shares of Company
Common Stock in favor of the Company Merger and the other
transactions contemplated by the Merger Agreement, upon the terms
and subject to the conditions set forth in such agreements.

Advisory and Property Management Matters Agreement

In connection with the Mergers, on Jan. 22, 2013, Cole and Cole
Partnership entered into an Advisory and Property Management
Matters Agreement with Cole REIT Advisors II, LLC, Cole Realty
Advisors, Inc.  The Company is a signatory to the agreement as an
express third party beneficiary.  The agreement provides, among
other things, that the Advisor Parties' current agreements with
Cole and Cole Partnership will terminate upon closing of the
Company Merger.  The Advisor Parties will continue to be paid the
asset management, property management and other fees payable
pursuant to the current agreements, as applicable, for services
rendered between the date of the Merger Agreement and the closing
of the Mergers, but agree to waive any fees due upon the
termination of their current agreements, including (i) any fees
due upon listing of the Surviving Corporation Common Stock on the
NYSE; (ii) any performance fees due upon the consummation of the
Mergers; and (iii) any other fees that would be payable under the
current agreements with respect to the Mergers and the other
transactions contemplated by the Merger Agreement.

First Amendment to Change of Control Severance Plan

On Jan. 22, 2013, the Company executed a First Amendment to the
Change of Control Severance Plan for Certain Covered Participants
of Spirit Finance Corporation.  The Severance Plan was amended to
provide that the Merger Agreement, the Mergers and the other
transactions contemplated by the Merger Agreement will not
constitute a "change of control" as defined in, and for purposes
of, the Severance Plan.

Executives Waivers

In connection with the Mergers, Thomas H. Nolan, Jr., chief
executive officer; Peter M. Mavoides, president and chief
operating officer; Michael A. Bender, chief financial officer and
senior vice president; Mark Manheimer, senior vice president -
Head of Asset Management; and Gregg A. Seibert, senior vice
president each entered into waiver agreements, dated Jan. 22,
2013, which provide that (i) the Mergers will not constitute a
"change in control" for purposes of the Executive's employment
agreement and related restricted stock agreement(s) and (ii) any
change in position that occurs in connection with the Mergers will
not constitute "good reason" or a termination without "cause"
(each, as defined in the Executive's applicable employment
agreement) for purposes of the Executive's employment agreement
and related restricted stock agreements.  In addition, under the
Waivers executed by Messrs. Nolan, Mavoides and Bender, each
waived his entitlement to a tax gross-up payment under Internal
Revenue Code Section 280G as a result of any payments made to the
individual in connection with the Mergers.

A complete copy of the Form 8-K is available for free at:

                        http://is.gd/tw34bJ

                        About Spirit Realty

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."


ST. JOSEPH CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings for Old
National Bank and its principal banking subsidiary Old National
Bank, NA at 'BBB'.

Fitch notes that there has been no material change in ONB's credit
risk profile since the bank's ratings were affirmed at the
Community Bank Peer committee in October 2012. At the beginning of
2013, ONB announced that it will be purchasing 24 bank branches
from Bank of America which will include $780 million in deposits
and $8 million in loans. The deal is expected to close in 3Q'13.
Fitch does not view this event as a primary rating driver.

Fitch is withdrawing ONB's ratings as the ratings are no longer
relevant to Fitch's rating coverage.

Fitch has affirmed and withdrawn the following ratings:

Old National Bancorp
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Support Floor at 'NF';
-- Support '5'

Old National Bank
-- Long-term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Long-term Deposit at 'BBB+';
-- Short-Term Deposit 'F2';
-- Viability Rating at 'bbb';
-- Support Floor at 'NF';
-- Support '5'.

St. Joseph Capital Trust I and II
-- Preferred stock at 'BB-'.


STAGECOACH INN: Files Bankruptcy to Halt Seizure of Liquor License
------------------------------------------------------------------
Audrey Dutton, writing for The Idaho Stateman, reports that
Stagecoach Inn, a steakhouse restaurant and lounge in Garden City,
has filed for bankruptcy in federal court.  The restaurant has 28
employees.

Ther report recounts Stagecoach Inn opened in 1959.  Current
owners Rick and Jennifer Fraser bought it in 2007, but fell behind
on tax payments to the state.  The state pulled the restaurant's
liquor license the Friday afternoon before New Year's Eve,
Jennifer Fraser said.  Ms. Fraser said the bankruptcy "was our
only recourse to keep our [liquor] license."  She also said
Stagecoach now has the money to pay its back taxes and wants to
make good on its debts -- it just couldn't get the funds together
before losing its license.

According to the report, court filing shows a total of $515,886 in
debts owed by Stagecoach Inn's company, including many that are
related to business expenses.  The company has about $360,000 in
assets, and the liquor license accounts for about two-thirds of
that.

The report notes the license could then be resold.  According to
court papers, the license is worth $250,000.

The report says the bankruptcy filing also lists tax-related debts
to the Idaho Department of Labor and Ada County Assessor's Office;
$120,000 of 2010 taxes to the Internal Revenue Service; and
$75,000 of unsecured debts to the Idaho State Tax Commission.  It
listed as one of its debts about $6,000 in unpaid state sales tax.
Getting behind on sales tax is what led to the license seizure,
according to Ms. Fraser.

Idaho Stateman also reports that another local restaurant has
closed: European bistro and bakery La Vie en Rose has closed in
Downtown Boise.  Its last day of business was Sunday.


SUPERMEDIA INC: To Discuss Proposed Merger Plans with Sr. Lenders
-----------------------------------------------------------------
Certain members of management of Dex One Corporation and
SuperMedia Inc. will be conducting a teleconference for the
benefit of the Dex Media East, Inc., Dex Media West, Inc., R.H.
Donnelley Inc. and SuperMedia Inc. senior secured lenders to
discuss synergies and integration planning in connection with the
proposed merger transactions previously announced by the Company
and SuperMedia on Aug. 21, 2012.

Numerous assessments of synergy opportunities from the merger over
the last six months established and confirmed expected synergies
of $150 million to $175 million over the next three years.

The Company disclosed in the filing that the challenges of the
proposed merger are, among other things: (a) to maintain focus on
continuing to manage these companies as separate and independent
enterprises thereby impeding the Companies' ability to take full
advantage of their combined scope prior to close, (b) executive
leadership are not named yet thereby slowing recommendations and
decision making, and (c) both companies still have individual 2013
commitments to achieve.

A copy of the discussion materials to be used during that
teleconference is available at http://is.gd/VGPxe0

                       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.

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.


TERVITA CORP: Moody's Affirms 'B3' CFR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service affirmed all ratings of Tervita
Corporation (B3 corporate family (CFR), B3-PD probability of
default, B1 senior secured, Caa2 senior unsecured, Caa2 senior
subordinate and SGL-3 speculative grade liquidity rating) and
changed the company's outlook to negative from stable.

"We are concerned that the company's EBITDA has declined over the
past few quarters despite anticipated earnings contributions from
the significant growth capital spent in 2011 and 2012," said
Darren Kirk, a Vice President and Senior Credit Officer with
Moody's. "The negative outlook signals that we will lower
Tervita's rating if we fail to gain confidence that the company
will improve its earnings and reduce its significant leverage
through 2013."

Ratings Rationale

Tervita's B3 CFR primarily reflects the company's very high
leverage (7.5x adjusted Debt/ EBITDA) which Moody's expects will
increase towards 8x through 2013 as stable industry demand
inhibits meaningful earnings growth and the company funds up to
$100 million in negative free cash flow with revolver drawings.
The ratings also incorporate Moody's view that Tervita's execution
has been weak as its earnings growth has been limited over the
past couple of years despite generally favorable market conditions
and after a significant amount of debt-funded growth capital has
been spent. Moody's views Tervita's business profile as a positive
to the rating. The company is one of the largest providers of
waste management services to the Canadian oil & gas sector, long-
term industry fundamentals are favorable, barriers to entry are
high, and Tervita has a diverse list of blue chip customers.
Tervita nevertheless is exposed to the cyclical land drilling
business with a concentration in western Canada.

The negative outlook reflects Moody's expectation that Tervita's
leverage will remain elevated for its B3 rating through 2013 and
that the company's rating will be lowered if this metric fails to
improve. The rating could be upgraded if debt to EBITDA trends
towards 5.5x and the company generates sustainable positive free
cash flow. The rating could be downgraded if it appears likely
debt to EBITDA will remain above 7x or if the company's liquidity
becomes strained.

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


TERVITA CORP: S&P Lowers Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Rating Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based integrated
environmental service company Tervita Corp. (formerly CCS Corp.)
to 'B-' from 'B'.  At the same time, Standard & Poor's lowered its
issue-level rating on the company's senior secured debt to 'B-'
from 'B', and its issue-level ratings on the company's unsecured
and subordinated debt to 'CCC' from 'CCC+'.  The '3' recovery
rating on the secured debt and '6' recovery rating on the
unsecured and subordinated debt are unchanged, and indicate S&P's
expectation of meaningful (50%-70%) and negligible (0%-10%)
recovery, respectively, in its default scenario.  The outlook is
stable.

"We expect Tervita's balance sheet to remain overleveraged into
2013; in fact, we do not expect any deleveraging through mid-
2014," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  In September 2012, we had expected the company to
exit end with debt-to-EBITDA of 5.5x-6.0x; we have revised our
expectations for 2013 and expect that Tervita's leverage and cash
flow protection measures will remain at elevated levels (that is,
debt-to-EBITDA at about 7.0x and EBITDA-interest coverage below
2x) through 2013.  Weak EBITDA in the fourth quarter of 2012,
partially due to weaker drilling activity and lower-than-expected
EBITDA generation from growth projects and acquisitions, have
caused us to revise our expectations for Tervita's 2013 cash flow.
We forecast 2013 EBITDA to be C$400 million-C$430 million, down
from our expectation of C$470 million-C$500 million; we project
the company to end 2013 with 7.0-7.5x debt to EBITDA.

The ratings on Tervita reflect Standard & Poor's view of the
company's "fair" business risk profile and "highly leveraged"
financial risk profile.  S&P's ratings take into account Tervita's
high debt leverage due to management's aggressive financial
policy, participation in the competitive and cyclical oilfield
services market, and lack of long-term contracts.  The ratings
also incorporate S&P's positive assessment of the company's
relatively stable operating margins and integrated strategy that
provides cross-selling opportunities.  In S&P's opinion, the
highly leveraged financial risk profile constrains the ratings.

Tervita is an integrated environmental service company that
provides services in various fields, including energy-related
waste management, environmental remediation, and well servicing.
Most of its operations are in western Canada (85% of gross
profit), with some in the U.S. As of Sept. 30, 2012, the company
had about C$2.66 billion in adjusted debt (adjusted mostly for
operating leases and asset-retirement obligations), compared with
C$2.36 billion of balance-sheet debt.

The stable outlook reflects S&P's view that Tervita's debt-to-
EBITDA will remain at 7.0-7.5x as it exits 2013.  Despite improved
EBITDA compared with 2012 levels, S&P forecasts the company's
debt-to-EBITDA will remain elevated throughout its forecast period
due to its high balance sheet debt.  S&P deems Tervita's leverage
metric as high relative to its overall business risk profile and
S&P regards management's financial strategy as risky.  At current
EBITDA and debt, the company has little flexibility in adding debt
without affecting the ratings.

"We would downgrade Tervita if the company's credit measures
continues to deteriorate more than expected, such that debt-to-
EBITDA ratios deteriorates above 7.5x in 2013.  This could also
occur if 2013 gross profit increases less than 25% from 2012
level.  Also, debt-financing of growth initiatives, either
acquisition or capital expenditures, without prospects for rapid
deleveraging, could lead us to revisit our ratings and outlook on
Tervita.  Deterioration in the company's liquidity position could
also affect the ratings," S&P said.

A positive action for Tervita would depend on an improving
financial risk profile--for example, if the company's debt-to-
EBITDA improves to 5.0x-5.5x by reducing debt post-IPO.  From an
operational perspective, if S&P expects Tervita to continue with
EBITDA growth, either through lower overhead costs or more cross-
selling opportunities, such that S&P expects debt-to-EBITDA to
improve below 5.5x, S&P could take a positive rating action.
Given S&P views on industry conditions, it believes this is
unlikely in 2013.


THQ INC: Section 341(a) Meeting Set for Today
---------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a
meeting of creditors in THQ Inc.'s Chapter 11 case today, Jan. 28,
2013, at 1 p.m.

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

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

                          About 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,
Inc., serves as financial advisors, and Centerview Partners LLC as
investment banker.  Kurtzman Carson Consultants is the claims and
notice agent, and administrative agent.

The Court approve a sale of the majority of THQ's assets to
multiple buyers.

The Official Committee of unsecured Creditors is represented by
Landis Rath & Cobb LLP, and Andrews Kurth LLP.




THQ INC: Asset Sale Triples Value of Unsecured Notes
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that THQ Inc. held a 22-hour auction this week with
10 bidders who made offers for the entire business and individual
titles.  When the dust cleared, the company will be broken up
because the bankruptcy court held a hearing approving sales to
five buyers for a combined $72 million.

The report relates that as a result of the sale, the price of
THQ's unsecured notes more than tripled in value since the Chapter
11 filing in December.  THQ's unsecured notes last traded Jan. 23
for 40 cents on the dollar, about double the price on Jan. 11,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The notes more than
tripled in price since the date of bankruptcy.

According to the report, THQ said it expects the bankruptcy judge
in Delaware to sign an order Jan. 24 formally approving the sales.
Some of the assets didn't sell.  Those that didn't are worth about
$29 million, a company lawyer said at the Jan. 23 hearing.

Before bankruptcy, Clearlake Capital Group LP signed a contract to
buy Agoura Hills, California-based THQ for a price said to be
worth $60 million.  Clearlake offered $6.65 million cash and a $10
million seven-year note bearing 2% interest.  In addition,
Clearlake would have assumed about $15 million in debt while
paying off financing for the Chapter 11 effort estimated to be
$29 million.

                         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.


UNI-PIXEL INC: Sets Conference Call on Feb. 26 to Discuss Results
-----------------------------------------------------------------
UniPixel, Inc., will hold a conference call on Feb. 26, 2013, at
4:30 p.m. Eastern time to discuss the fourth quarter and full year
ended Dec. 31, 2012.  Financial results will be issued in a press
release prior to the call.

UniPixel President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.

Date: Tuesday, February 26, 2013
Time: 4:30 p.m. Eastern time (3:30 p.m. Central time)
Dial-In Number: 1-877-941-4774
International: 1-480-629-9760
Conference ID#: 4593770
Webcast: http://public.viavid.com/index.php?id=103296

The conference call will be broadcast live and available for
replay via the Investors section of the Company's Web site at
www.unipixel.com.

Please call the conference telephone number 5-10 minutes prior to
the start time.  An operator will register your name and
organization.  If you have any difficulty connecting with the
conference call, please contact Liolios Group at 1-949-574-3860.

A replay of the call will be available after 7:30 p.m. Eastern
time on the same day through March 26, 2013.

Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay pin number: 4593770

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities and
$16.29 million in total shareholders' equity.


VELATEL GLOBAL: Unregistered Securities Sale Exceeds 5% Threshold
-----------------------------------------------------------------
Since its most recent report filed on any of Forms 8-K, 10-K or
10-Q, VelaTel Global Communications, Inc., has made sales of
unregistered securities, namely shares of the Company's Series A
common stock and shares of the Company's Series B common stock
and warrants granting the holder a right to acquire one Series A
Share for each warrant.  The Company filed a Form 8-K on Jan. 23,
2013, because the aggregate number of Series A Shares sold exceeds
5% of the total number of those shares issued and outstanding as
of the Company's latest filed Report in which the Sale of Series A
Shares was reported, on Form 8-K filed on Dec. 17, 2012.

Series A Shares Under SEC Rule 144

On Dec. 18, 2012, the Company issued 3,328,082 Series A Shares to
Asher Enterprises, Inc., in partial payment of a promissory note
in the amount of $500,000 in favor of Isaac Organization, Inc.,
and assigned by Isaac to America Orient, LLC, and partially
assigned by America Orient to Asher.  This sale of Shares resulted
in a principal reduction of $150,000 in notes payable of the
Company, and payment of $0 of accrued interest.  The Company also
issued 3,328,082 Warrants to America Orient as consideration for
its assignment to Asher.  Each Warrant has an exercise price of
$0.045071 and an exercise term of three years.

On Jan. 4, 2013, the Company issued 578,501 Series A Shares to
Continental Equities, LLC, in partial payment of a promissory note
in the amount of $500,000 in favor of Isaac Organization, Inc.,
and assigned by Isaac to America Orient, LLC, and partially
assigned by America Orient to Continental.  This sale of Shares
resulted in a principal reduction of $33,000 in notes payable of
the Company, and payment of $0 of accrued interest.  The Company
also issued 578,501 Warrants to America Orient as consideration
for its assignment to Continental.  Each Warrant has an exercise
price of $0.057044 and an exercise term of three years.

On Jan. 11, 2013, the Company issued 1,540,832 Series A Shares and
1,540,832 Warrants to James Shaw in partial payment of a line of
credit promissory note of up to $1,052,631 in favor of Weal Group,
Inc. and partially assigned to James Shaw.  Each Warrant has an
exercise price of $0.0649 and an exercise term of three years.
This sale of Shares resulted in a principal reduction of $100,000
in notes payable of the Company, and payment of $0 of accrued
interest.

On Jan. 11, 2013, the Company issued 1,304,859 Series A Shares to
Steve O. Smith in payment of accrued compensation owed to Steve O.
Smith as an independent contractor.  This sale of Shares resulted
in a reduction of $97,733 in accounts payable of the Company.

On Jan. 11, 2013, the Company issued 501,519 Series A Shares to
Continental Equities, LLC in partial payment of a promissory note
in the amount of $500,000 in favor of Isaac Organization, Inc. and
assigned by Isaac to America Orient, LLC, and partially assigned
by America Orient to Continental.  This sale of Shares resulted in
a principal reduction of $33,000 in notes payable of the Company,
and payment of $0 of accrued interest.  The Company also issued
501,519 Warrants to America Orient as consideration for its
assignment to Continental.  Each Warrant has an exercise price of
$0.0658 and an exercise term of three years.

On Jan. 15, 2013, the Company issued 4,990,151 Series A Shares and
4,990,151 Warrants to Jane M. Morrell Revocable Trust in partial
payment of a promissory note of $684,210 in favor of Kevin J.
Morrell Revocable Trust.  Each Warrant has an exercise price of
$0.0649 and an exercise term of three years.  This sale of Shares
resulted in a principal reduction of $265,000 in notes payable of
the Company, and payment of $58,860 of accrued interest.

On Jan. 15, 2013, the Company issued 787,106 Series A Shares and
2,505,319 Warrants to Kenneth L. Waggoner in payment of accrued
compensation owed to Kenneth L. Waggoner as an independent
contractor.  All of the Warrants have an exercise term of three
years.  1,718,213 of the Warrants have an exercise price of
$0.0291 and 787,106 of the Warrants have an exercise price of
$0.0759.  This sale of Shares resulted in a reduction of $59,741
in accounts payable of the Company.

On Jan. 15, 2013, the Company issued 389,754 Series A Shares and
389,754 Warrants to David S. (Sean) McEwen in partial payment of a
line of credit promissory note of up to $1,052,631 in favor Sean
McEwen.  Each Warrant has an exercise price of $0.08477, and an
exercise term of three years. This sale of Shares resulted in a
principal reduction of $22,852 in notes payable of the Company,
and payment of $10,187 of accrued interest.

On Jan. 17, 2013, the Company issued 200,000 Series A Shares to
Dian Griesel as an incentive payment pursuant to a consulting
contract for investor relations services between the Company and
Dian Griesel, Inc.  This sale of Shares resulted in a reduction of
$14,000 in accounts payable of the Company.

Series A Shares Under Section 3(a)(10) of 1933 Act

On Jan. 17, 2013, the Company issued 9,000,000 Series A Shares to
Ironridge Global IV, Ltd.  The Sixth Issuance was pursuant to an
Order for Approval of Stipulation for Settlement of Claims
between the Company and Ironridge, in settlement of $1,367,693 of
accounts payable of the Company which Ironridge had purchased from
certain creditors of the Company, in an amount equal to the
Assigned Accounts, plus fees and costs.

The Sixth Issuance followed five prior issuances totaling
13,595,000 Series A Shares for purposes of the calculations.  The
Order, as amended, provides for an adjustment in the total number
of shares which may be issuable to Ironridge based on a
calculation period for the transaction, defined as that number of
consecutive trading days following the date on which the Initial
Shares have been issued, received in Ironridge's account in
electronic form, and fully cleared for trading required for the
aggregate trading volume of the Series A Shares, as reported by
Bloomberg LP, to exceed $6.5 million.  Pursuant to the Order,
Ironridge will receive an aggregate of (a) 1,000,000 Series A
Shares, plus (b) that number of Series A Shares with an aggregate
value equal to (i) the sum of the Claim Amount plus a 6% agent
fee, plus Ironridge's reasonable attorney fees and expenses (less
$10,000 previously paid), (ii) divided by 80% of the following:
the volume weighted average price of the Series A Shares during
the Calculation Period, not to exceed the arithmetic average of
the individual daily VWAPs of any five trading days during the
Calculation Period.  The Order further provides that if at any
time during the Calculation Period the total Series A Shares
previously issued to Ironridge are less than any reasonably
possible Final Amount, or a daily VWAP is below 80% of the closing
price on the day before the Issuance Date, Ironridge shall have
the right to request (subject to the limitation below), and the
Company will upon Ironridge's request reserve and issue additional
Series A Shares, subject to a 9.99% beneficial ownership
limitation specified in the Order. At the end of the Calculation
Period, (a) if the sum of the Initial Issuance and any Additional
Issuance is less than the Final Amount, the Company shall issue
additional Series A Shares to Ironridge, up to the Final Amount,
and (b) if the sum of the Initial Issuance and any Additional
Issuance is greater than the Final Amount, Ironridge will promptly
return any remaining Series A Shares to the Company and its
transfer agent for cancellation.

Ironridge demonstrated to the Company's satisfaction that it was
entitled to an Additional Issuance, and that following the Sixth
Issuance Ironridge will own less than 9.99% of the total Series A
Shares then outstanding.

Series B Shares Under SEC Rule 144

On Jan. 15, 2013, the Company issued 20,000,000 Series B Shares to
Kenneth Hobbs, the Company's Vice-President of Mergers &
Acquisition.  Each Series B Share has the right to cast ten votes
for each action on which the Company's shareholders have a right
to vote, whereas each Series A Share has the right to cast one
vote.  The Company believes it is in its best interests to
maintain management voting control of the Company, including
avoidance of the expense of soliciting proxies for corporate
actions requiring shareholder approval.  The Series B Shares do
not participate in any declared dividends and are not convertible
into Series A Shares.  The consent of 80% of the holders of issued
and outstanding Series B Shares is required in order to sell,
assign or transfer any of the Series B Shares.  The Series B
Shares are redeemable on May 23, 2023 at par value of $0.001 per
share.  The issuance of 20,000,000 Series B Shares therefore
constitutes compensation to Kenneth Hobbs equal to the $20,000
redemption value of those shares in 2023.

On Jan. 14, 2013, Kenneth Hobbs issued an irrevocable proxy in
favor of George Alvarez, the Company's Chief Executive Officer, of
all 20,000,000 Series B Shares issued to him on Jan. 15, 2013,
plus 220,606 Series B Shares previously issued to him.  On
Jan. 15, 2013, Kenneth L. Waggoner, the Company's General Counsel,
and Carlos Trujillo, the Company's Chief Financial Officer, each
issued irrevocable proxies in favor of George Alvarez of 220,605
and 220,606 Series B Shares previously issued to each of them,
respectively.  In total, George Alvarez holds irrevocable proxies
for 21,330,909 Series B Shares.  Colin Tay, the Company's
President, owns 18,669,091 Series B Shares.

Reliance on Exemptions

The restricted Series A and Series B Shares issued to the
individuals and entitles described above relied upon exemptions
from registration requirements provided for in Sections 4(2) and
4(5) of the 1933 Act, as amended, including Regulation D
promulgated thereunder, based on the knowledge of such persons of
our operations and financial condition, and their respective
experience in financial and business matters that allowed them to
evaluate the merits and risk of receipt of these securities.

Total Shares Outstanding

As of Jan. 17, 2013, and immediately following the issuances the
Company has 124,445,928 shares of its Series A common stock
outstanding, with a par value of $0.001, and 40,000,000 shares of
its Series B common stock outstanding, with a par value of $0.001.

A copy of the Form 8-K is available at http://is.gd/hIgD4H

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $21.55
million in total assets, $26.54 million in total liabilities and a
$4.99 million total stockholders' deficiency.


VELO HOLDINGS: Plan Okayed, Secured Lenders Taking Ownership
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that first-lien lenders are on the cusp of taking
ownership of Velo Holdings Inc. given signature by the bankruptcy
judge on a Jan. 23 confirmation order approving the reorganization
plan for the direct marketer.

The report relates that Velo sought Chapter 11 reorganization in
April already planning for senior secured lenders to assume
ownership in exchange for debt.  The disclosure statement
accompanying the plan projected a 57% to 60% recovery by first-
lien lenders initially owed $386 million.  Second-lien creditors
owed $210 million receive nothing.  Unsecured creditors owed
$36 million carve up $375,000, for a 1% recovery.  First-lien
lenders receive the new stock with an expected value ranging
between $30 million and $40 million, according to the disclosure
statement. In addition, senior creditors take home a new
$80 million term loan payable in 5 years with interest at 15%.

According to the report, the lenders' recovery is supplemented by
$20 million that was transformed into a post-bankruptcy secured
loan and $75.5 million in payments made on secured debt during
bankruptcy.

                        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.


VERSO PAPER: S&P Lowers Sr. Unsecured Term Loan Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Verso Paper Finance Holdings LLC's (HoldCo) senior unsecured
term loan to 'CC' from 'CCC'.  All other ratings, including Verso
Paper Holdings LLC's (Verso Paper) corporate credit rating, are
unchanged.  The rating action follows Verso Paper's announcement
that it intends to enter privately negotiated transactions with
certain lenders that hold the HoldCo's senior unsecured term loan.
Pursuant to this transaction, Verso Paper and Verso Paper Corp.
would issue new first lien notes to the HoldCo lenders in exchange
for the assignment to Verso Paper of their HoldCo loans and the
cancellation of such HoldCo loans.  Verso Paper also announced
that it can provide no assurance that any such transactions will
be consummated.

As of Sept. 30, 2012, about $89 million was outstanding on the
HoldCo term loan.  The HoldCo loan matures Feb. 1, 2013, and Verso
Paper's first lien notes mature Jan. 15, 2019.  According to S&P's
criteria, it would view this as a distressed exchange and
tantamount to a default.  The offer, in S&P's view, implies the
investor could receive less value than the promise of the original
securities and the new securities' maturities extend beyond the
original maturity date.  S&P previously lowered its ratings on
Verso Paper Holdings LLC and Verso Paper Finance Holdings LLC to
'SD' and subsequently raised them following a series of debt
exchanges completed in 2012 that S&P viewed as tantamount to
default.

Ratings List

Ratings Unchanged

Verso Paper Holdings LLC
Verso Paper Finance Holdings LLC
Corporate Credit Rating           B-/Stable/--

Ratings Lowered/Recovery Rating Unchanged
                                  To                 From

Verso Paper Finance Holdings LLC
Senior Unsecured                  CC                 CCC
Recovery Rating                   6                  6


VERTIS HOLDINGS: Has Authority to Continue Using Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has issued
a bridge order authorizing Vertis Holdings, Inc., et al., to use
cash collateral of the prepetition term loan lenders up to Feb. 1,
2013.

The Bankruptcy Court earlier authorized, in a final basis, Vertis
Holdings, Inc., et al., to use cash collateral of the prepetition
term loan lenders led by General Electric Capital Corporation as
administrative agent and collateral agent, and Wells Fargo Capital
Finance LLC.

Under the terms of the final term loan adequate protection order,
the Debtors' authorization to use Cash Collateral terminates
automatically upon consummation of the sale of the Debtors' assets
to Quad/Graphics Inc.  The Prepetition Term Loan agents have
agreed to extend the period through which the Debtors are
authorized to use Cash Collateral beyond the date of consummation
of the Quad Sale.

Quad/Graphics on Jan. 16 disclosed it completed the acquisition of
substantially all of the assets of Vertis Holdings for a net
purchase price of $170 million.  This assumes the purchase price
of $267 million less the payment of $97 million for current assets
in excess of normalized working capital  requirements.  Quad/
Graphics used cash on hand and drew on its revolving credit
facility to finance the acquisition.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Can Hire FTI as Communications Consultant
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has authorized Vertis Holdings Inc., et
al., to employ FTI Consulting, Inc., as communications consultants
nunc pro tunc to the Petition Date.

FTI will assist the Debtors in developing and implementing
effective communications strategies to preserve continuity,
maximize value and facilitate the orderly administration of the
Debtors' cases.  In this regard, among others things, FTI will
support the Debtors with respect to:

  (a) ensuring consistency of messaging across all communications,
      including appropriate levels of coordination with the buyer;

  (b) providing ongoing employee updates to preserve the workforce
      and ensure continued focus during the Debtors' busiest
      season and throughout this transition;

  (c) developing ongoing updates as well as specific presentations
      and letters, to address customer and vendor concerns,
      preserve these critical relationships and meet sale
      conditions;

  (d) coodinating with vendor and employee support center
      operators to ensure accurate, up-to-date information is
      provided to all who use these resources;

  (e) serving as primary media representative for all inquiries
      related to the Chapter 11 and sales processes; and

  (f) performing other services commonly associated with strategic
      communications.

FTI's current hourly billing rates are:

           Senior Managing Director          $650
           Managing Director                 $600
           Sr. Director                      $525
           Director                          $425
           Sr. Consultant                    $350
           Consultant                        $250
           Paraprofessional                  $125

FTI attests that the firm (i) is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b), and holds no interest adverse to the Debtors
or their estates, and (ii) has no connection with the Debtors,
their creditors, the U.S. Trustee, or other parties in interest in
the Debtors' Chapter 11 cases.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

Quad/Graphics on Jan. 16, 2013, disclosed it completed the
acquisition of substantially all of the assets of Vertis Holdings
for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.


VORNADO REALTY: Fitch Rates $300MM Series L Preferred Stock 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BB+' to the
$300 million 5.40% series L preferred stock issued by Vornado
Realty Trust (NYSE: VNO). Net proceeds from the offering are
expected to be used for general corporate purposes including the
redemption of all of the 6.75% series F and 6.75% series H
preferred stock ($262.5 million in aggregate). The issuance will
have no impact on VNO's leverage and will result in a negligible
improvement in fixed charge coverage.

Fitch currently rates VNO and Vornado Realty, L.P. (collectively,
Vornado) as:

Vornado Realty Trust:
--Issuer Default Rating (IDR) 'BBB';
--Preferred stock 'BB+';

Vornado Realty, L.P.:
--IDR 'BBB';
--Unsecured revolving credit facility 'BBB';
--Senior unsecured notes 'BBB'.

The Rating Outlook is Stable.

The ratings reflect Vornado's credit strengths, including its
strong access to capital, exceptional unencumbered assets to
unsecured debt ratio, and maintenance of leverage appropriate for
the rating category, a high-quality portfolio of properties,
manageable lease maturities and granular tenant base.

These positive rating elements are offset by the likelihood for
declining recurring operating EBITDA and higher recurring capital
expenditures as the Base Realignment and Closure statute (BRAC)
related leases expire resulting in a lower fixed charge coverage
ratio. Fitch also notes the company's debt maturity schedule has
sizable concentrations of secured debt in 2013 but should be
refinanced and not negatively impact liquidity. Fitch will also
monitor whether Vornado's future investments deviate from its
renewed focus on its core New York and Washington, D.C. office and
retail markets.

Leverage Appropriate For Rating

Vornado's leverage ratio remains consistent with a 'BBB' rating
and was 6.5 times (x) for the trailing 12 months (TTM) ended Sept.
30, 2012, down from 6.7x and 6.8x as of Dec. 31, 2011 and 2010,
respectively. Leverage including Fitch's estimate of recurring
cash distributions from partially owned entities (namely dividends
from ownership interests in Alexander's Inc. and Lexington Realty
Trust) in recurring operating EBITDA lowers leverage to 6.3x for
the TTM ended Sept. 30, 2012. Fitch forecasts leverage including
distributions from partially owned entities to remain around the
6.5x level through 2014 and the preferred issuance does not change
Fitch's forecast. Fitch defines leverage as net debt divided by
recurring operating EBITDA.

Coverage Slightly Low For Rating

The company's fixed-charge coverage ratio was 1.9x for the TTM
ended Sept. 30, 2012, consistent with 2.0x in 2011 and in 2010.
Fitch expects coverage to decline to 1.8x in 2014 due to BRAC, and
be modestly higher than 1.8x when incorporating Fitch's estimate
of recurring cash distributions from partially owned entities.
Fitch defines fixed-charge coverage as recurring operating EBITDA
less recurring capital expenditures and straight-line rents,
divided by interest incurred and preferred stock and OP unit
distributions.

BRAC Exposure Offsets Tenant Diversity

The company's portfolio benefits from tenant diversification with
the top 30 tenants representing only 26% of total revenue.
However, the largest tenant is the United States Government which
accounts for 5% of total revenue and the implementation of BRAC
for the Department of Defense, coupled with the move by related
contractors have caused this exposure to become a temporary credit
negative. Offsetting this exposure is the otherwise manageable
lease expiration schedule (as measured by annual escalated
expiring rent) with no segment's expiring rent (excluding
Merchandise Mart) surpassing 17% annually through 2017.

Strong Unencumbered Asset Coverage

The ratings are further supported by VNO's unencumbered property
coverage of unsecured debt, which gives the company significant
financial flexibility as a source of contingent liquidity.
Consolidated unencumbered asset coverage of net unsecured debt
(calculated as annualized first-quarter 2012 unencumbered property
EBITDA divided by a blended 7.7% stressed capitalization rate)
results in coverage of 3.8x. The ratio is strong for the rating,
particularly given the unencumbered Manhattan office and retail
properties are highly sought after by secured lenders and foreign
investors, resulting in stronger contingent liquidity relative to
many asset classes. The company's investments in public companies
improves coverage by a half-turn after a 50% haircut although they
are not captured under Fitch's criteria.

Preferred Stock Notching

The two-notch differential between VNO's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch's research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's Web site at www.fitchratings.com,
these preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

Stable Outlook

The Stable Rating Outlook is driven in part by Fitch's expectation
that VNO will maintain appropriate credit metrics in light of the
BRAC related earnings erosion, in addition to its average
liquidity profile. For the period Oct. 1, 2012 to Dec. 31, 2014,
the company's sources of liquidity (cash, availability under the
company's unsecured revolving credit facility, and Fitch's
expectation of retained cash flows from operating activities after
dividends and distributions) covered uses of liquidity (debt
maturities and Fitch's expectation of committed development and
recurring capital expenditures) by 1.5x.

What Could Trigger A Rating Action

Although Fitch does not anticipate positive ratings momentum in
the near to medium term, the following factors may result in
positive momentum on the rating and/or Outlook:

-- Fitch's expectation of net debt to recurring operating EBITDA
    sustaining below 5.5x (leverage was 6.5x as of Sept. 30,
    2012);
-- Fitch's expectation of fixed-charge coverage sustaining above
    2.7x (coverage was 1.9x for the TTM ended Sept. 30, 2012).

These factors may result in negative momentum on the rating and/or
Outlook:

-- Fitch's expectation of leverage sustaining above 7.5x;
-- Fitch's expectation of fixed-charge coverage sustaining below
    1.8x;

-- Fitch's expectation of a sustained liquidity coverage ratio
    below 1.0x.


WEEKLEY HOMES: S&P Assigns 'BB-' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Weekley Homes LLC and its subsidiary Weekley
Finance Corporation (together David Weekley).  The outlook is
stable.  At the same time, S&P assigned a 'BB-' issue-level rating
and a '3' recovery rating to the homebuilder's proposed offering
of $200 million of senior unsecured notes due 2023.  The '3'
recovery rating indicates prospects for meaningful recovery
(50% to 70%) of principal in the event of payment default.  The
company will use proceeds from the notes to repay all outstanding
borrowings under its secured revolving credit facilities and for
general corporate purposes including investment in new home
construction and finished lots.

S&P's ratings on Houston, Texas-based David Weekley reflect the
company's "fair" business risk profile.  David Weekley is a
privately held company that ranks among the 17 largest North
American homebuilders as measured by 2011 new home deliveries.
The company was founded in 1976 by current chairman, David
Weekley.  The Weekley family currently owns the majority of the
company, with management owning the remainder.  "Unlike many of
the homebuilders that we rate, David Weekley does not carry
significant land inventory positions and instead relies primarily
on option contracts to acquire finished lots," said credit analyst
Susan Madison.  "In our view, the use of option contracts affords
the company more flexibility to respond to market downturns than
direct land ownership and development.  This "land light" strategy
proved beneficial during the recent severe housing downturn,
enabling David Weekley to quickly right-size inventory levels to
meet significantly reduced demand for new homes.  The company's
"significant" financial profile, characterized by more consistent
profitability and relatively modest leverage compared with most of
its homebuilding peers, also provides support for the 'BB-'
corporate credit rating."

The outlook is stable.  S&P expects David Weekley will be able to
drive meaningful sales growth over the next two years, while
continuing to minimize direct land investment, primarily through
the use of options to acquire finished lots.  However as the
housing industry recovers and competition for well-located land
parcels intensifies, S&P expects the need to fund larger option
deposits, pay higher lot prices, and in some instances use its own
balance sheet to acquire land in desirable locations may pressure
revenue growth and operating margins, as well as require higher
than anticipated debt capital to fund inventory investment.

S&P could lower its rating if expansion into some new markets is
less profitable than expected or debt-to-EBITDA materially exceeds
5x on a sustained basis, which S&P believes is not likely.
Alternatively, S&P could raise its rating if revenue growth and
margin expansion result in better than expected EBITDA growth such
that debt-to-EBITDA approaches the mid-3x area on a sustained
basis, and the company is able to continue utilizing primarily
options, rather than direct land investment and development to
acquire a sufficient supply of finished lots to support continued
revenue growth.


WELLNESS CENTER: Li and Company Raises Going Concern Doubt
----------------------------------------------------------
Wellness Center, USA, Inc., filed on Jan. 16, 2013, its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2012.

Li and Company, PC, in Skillman, N.J., the Company's independent
accountants, expressed substantial doubt about the Company's
ability to continue as a going concern.  Li and Company noted
that the Company had an accumulated deficit at Sept. 30, 2012, and
had a net loss and net cash used in operating activities for the
fiscal year then ended.

The Company reported a net loss of $404,885 on $89,825 of net
revenues in fiscal 2012, compared with a net loss of $109,186 on
$312 of net revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $8.2 million
in total assets, $1.1 million in total liabilities, and
stockholders' equity of $7.1 million.

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

Schaumburg, Ill.-based ,Wellness Center USA, Inc., was
incorporated in the State of Nevada on June 30, 2010.  Since that
date, it has been engaged in the development of an internet online
store business to market customized vitamins and other nutritional
supplement solutions and has expanded into additional businesses
within the healthcare and medical sectors through two
acquisitions, CNS-Wellness LLC, and Psoria-Shield Inc.  CNS is a
cognitive neuroscience company specializing in the treatment of
brain-based behavioral health disorders including developmental,
emotional and stress-related problems.  PSI is a developer and
manufacturer of Ultra Violet (UV) phototherapy devices for the
treatment of skin diseases such as; psoriasis, eczema, vitiligo,
and others.


WEX INC: S&P Assigns 'BB' ICR; Rates $1.1BB Credit Facility 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' long-
term issuer credit rating, with a stable outlook, on South
Portland, Maine-based WEX Inc.  S&P also assigned a 'BB' rating on
the company's existing $1.1 billion senior credit facility and
proposed $350 million, fixed-rate, 10-year senior unsecured notes.

"Our ratings on WEX, previously known as Wright Express Corp.,
reflect risks associated with the company's growth strategy,
reliance on dividends and other payments from WEX Bank, WEX's
exposure to volatility in fuel prices, and the competition in the
fleet cards market," said Standard & Poor's credit analyst
Igor Koyfman.  "Offsetting factors include the company's strong
market position in the fleet cards market, high margins, well-
managed credit risk, and more diverse funding profile compared
with other finance companies."

"The stable outlook reflects our expectation that WEX will
maintain its strong operating performance and continue to benefit
from low-cost bank funding.  We may lower the rating if
competition leads to significant losses in market share or steep
declines in pricing power.  A sustained deterioration in debt
protection metrics, with debt to adjusted EBITDA (excluding bank
deposits) of more than 2.75x, could also lead to a downgrade.  We
consider it unlikely that we would raise the rating over the next
12 months.  A higher rating would depend on the company's ability
to diversify into businesses that are less capital intensive--
thereby lowering its dependence on bank funding--and to
maintain strong margins," S&P added.


WORLDCOM INC: 2nd Cir. Split on Allowing Untimely Appeal
--------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit ruled, 2-1, to
deny a request by Communications Network International, Ltd., to
take an appeal from an order in WorldCom Inc.'s bankruptcy case.

CNI claimed that it never received notice under Federal Rule of
Civil Procedure 77(d) and therefore failed to file a timely notice
of appeal.  Pursuant to Federal Rule of Appellate Procedure
4(a)(6), the U.S. Court for the Southern District of New York
granted CNI's request to reopen the time within which to file an
appeal.

District Judge Lewis A. Kaplan, U.S. District Judge for the
Southern District of New York, sitting by designation, said a
district court's latitude to relieve litigants of the consequences
of failures to file timely notices of appeal is not boundless.

"We agree with the district court that CNI met the express
preconditions of Rule 4(a)(6).  Nevertheless, we hold that relief
under that rule is discretionary and its grant in this case was
inappropriate.  The failure to receive Civil Rule 77(d) notice was
entirely and indefensibly the fault of CNI's counsel.  Granting
relief in such circumstances was at odds with the purposes and
structure of the procedural scheme.  Accordingly, we reverse the
order granting the motion to reopen and dismiss CNI's appeal as
untimely," said Judge Kaplan, who penned the majority opinion.

Circuit Judge Robert A. Katzmann also voted to dismiss CNI's
appeal.

Circuit Judge Gerard E. Lynch dissented, pointing out that Rule
4(a)(6) was designed to grant district courts the discretion to
allow parties to file untimely notices of appeal under certain
circumstances, notwithstanding neglect of their obligation to
monitor court dockets to be aware of developments in their cases.
According to Judge Lynch, the unwritten requirement the majority
reads into Rule 4(a)(6) is at odds with the intended purpose of
the Rule.  The Rule was designed to allow judges to relieve
litigants of a type of negligence: failure to monitor the docket.
And in today's world, that means it allows judges to excuse
failure to monitor the electronic docket.

"In this case, appellant's counsel's first mistake was failing to
check that docket on a regular basis. His second mistake was
failing to update his attorney profile in the district court's
electronic notification system on a regular basis. But this second
mistake is simply a more specific example of the kind of
negligence that, as the majority acknowledges, Rule 4(a)(6) is
intended to excuse. . . . A rule that gives district courts
discretion to excuse failure to use the electronic monitoring
system at all is surely broad enough to excuse failure to use that
system correctly," Judge Lynch said.

"I am sure there are some cases in which granting leave to reopen
the time to file an appeal would be an abuse of discretion.
Notably, however, I am not aware of any cases, and the majority
cites none, in which a court of appeals has found that a grant of
this relief, where the Rule's conditions were satisfied, was such
an abuse.  This garden-variety case of attorney error hardly seems
the place to start.  Although the district court could have better
stated its reasons for exercising its discretion in the way that
it did, those reasons are not difficult to discern. There is no
indication, for example, that the appellee was prejudiced in any
way by the delayed filing of the notice of appeal, or that the
appellant acted in a reckless or malicious way," continued Judge
Lynch.  "This is not even a case in which a member of the district
court's bar, who regularly appears before the court, failed to
comply with the requirement of keeping the court advised of his
address; rather, counsel is an out-of-state lawyer, admitted pro
hac vice, who carelessly (but perhaps understandably) either
forgot that the e-mail address he provided in his only previous
appearance in the district was now outdated, or believed that his
motion for admission on this occasion, which provided his current
e-mail address, was sufficient notice to the Clerk of Court of his
new contact information. This was an error, but it does not seem
to be one that should terminate his client's appellate rights, or
preclude him and his client from taking advantage of a rule the
entire point of which is to allow a district court to excuse
errors of this very type."

"I would defer to the good judgment of an experienced district
judge in exercising a discretion granted to him by the rules, in a
case in which that discretion cannot fairly be said to have been
abused," said Judge Lynch.

MCI WorldCom Communications, Inc., an affiliate of WorldCom, Inc.,
had sued CNI in U.S. Bankruptcy Court for the Southern District of
New York, to recover for allegedly unpaid telecommunications
services.  CNI counterclaimed for fraud, intentional
nondisclosure, breach of contract, and defamation and sought both
compensatory and punitive damages.

The appellate case is, COMMUNICATIONS NETWORK INTERNATIONAL, LTD.,
Defendant-Appellant-Cross Appellee, v. MCI WORLDCOM
COMMUNICATIONS, INC., f/k/a WORLDCOM TECHNOLOGIES, INC.,
Plaintiff-Appellee-Cross Appellant, 11-0408(XAP) (2nd Cir.).  A
copy of the Second Circuit's Jan. 24 decision is available at
http://is.gd/BqGHrIfrom Leagle.com.

William Mark Mullineaux, Esq. -- mmullineaux@astorweiss.com -- at
Astor Weiss Kaplan & Mandel, LLP, represents CNI.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection on July 21, 2002 (Bankr.
S.D.N.Y. Case No. 02-13532).  On March 31, 2002, WorldCom
disclosed $103,803,000,000 in assets and $45,897,000,000 in debts.
The Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


ZINCO DO BRASIL: Incurs $1.7-Mil. Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
Zinco Do Brasil, Inc., formerly Turkower Corporation, filed its
quarterly report on Form 10-Q, reporting a net loss of
$1.7 million for the three months ended Nov. 30, 2012, compared
with a net loss of $4.1 million for the three months ended
Nov. 30, 2011.

For the six months ended Nov. 30, 2012, the Company had a net loss
of $3.9 million as compared to a net loss of $5.7 million for the
six months ended Nov. 30, 2011.

The Company's balance sheet at Nov. 30, 2012, showed $14.7 million
in total assets, $5.2 million in total liabilities, and
stockholders' equity of $9.5 million.

The Company had a net loss of $3.9 million for the six months
ended Nov. 30, 2012, and had a working capital deficit as of
Nov. 30, 2012, of $5,232,600.  "These conditions raise substantial
doubt about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/HfVP4I

                       About Zinco Do Brasil

New York based Zinco Do Brasil, Inc., formerly Turkpower
Corporation, was incorporated in the State of Delaware on Nov. 4,
2004, as Global Ink Supply Company and was organized for the
purpose of forming a vehicle to pursue a business combination.
The Company has been a Turkish-American consulting and service
operations firm and junior mining company whose operations in
Turkey were discontinued in November 2011.

On Aug. 14, 2012, the Company entered into a Binding Agreement
with Ouro do Brasil Holdings Ltd. ("OBH") and IMS Engenharia
Mineral Ltda. ("IMS") for the proposed acquisition of 99.9% of the
capital stock of Zinco do Brasil Mineracao Ltda., a company to be
formed under the laws of Brazil ("ZBM"), which will be owned by
OBH and IMS.  Pursuant to the Agreement, the Company will acquire
99.9% of the total capitalization of ZBM.

On Sept. 28, 2012, an amendment was filed with the Secretary of
State of Delaware to, among others, change the name of the Company
to Zinco do Brasil, Inc.

As of the date of the filing of the Company's quarterly report for
the fiscal second quarter ended Nov. 30, 2012, ZBM has not been
formed and the transaction has not been completed.


* Dems Want Private Student Loan Discharges in Bankruptcies
-----------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that Democratic
senators said Wednesday that they planned to introduce legislation
that would allow borrowers to discharge private student loans in
bankruptcy, a move that comes as the industry receives heightened
scrutiny from federal regulators.

The Senate's number two Democrat, Sen. Dick Durbin of Illinois,
said the measure was necessary as the total volume of student debt
in the U.S. economy continues to balloon while the U.S. Consumer
Financial Protection Bureau puts a spotlight on some of the
private student lending industry's allegedly questionable
practices, the report related.


* Moody's Says JOBS Act's Investment Sector Implications Mixed
--------------------------------------------------------------
The increased ability of private investment managers to solicit
investors through public advertising will be credit positive for
alternative asset managers but may create risks for inexperienced
investors in private investments, says Moody's Investors Service
in its new special comment "Impact of JOBS Act on Alternative
Investment Managers."

The US Securities and Exchange Commission (SEC) recent proposal
that the 80-year old ban on public advertising for private
investment funds be lifted is a byproduct of the JOBS Act signed
into law in April, and has positive credit implications for
alternative investment managers, says Moody's. The final ruling is
expected sometime in 2013.

"Alternative investment managers' wider communication with
investors will boost capital raising, but may present investors
with risk from misleading advertising and increased fraudulent
activity," says Rory Callagy, a Moody's Vice President -- Senior
Analyst and an author of the report. "Still, in a highly
competitive market, advertising also provides investors with
information that can help them differentiate previously opaque
providers."

But a large media blitz from alternative investment managers upon
the SEC's approval of final rules is unlikely, says Moody's. The
rating agency expects alternative investment managers to take a
measured approach to advertising given their lack of experience
communicating openly with investors and the broader public, as
well as to ensure brand preservation and the related exclusivity
of these products.

"While the alternative investment industry appears to be a key
beneficiary of the JOBS Act, many firms lack fully developed
marketing and distribution capabilities," notes Ram
Saravanapavaan, a Moody's analyst and co-author of the report.


* Financial Market Turmoil in Europe Hits Banks' Credit Profiles
----------------------------------------------------------------
Recent financial market turmoil and subsequent sovereign crises
across Europe took a heavy toll on many banks' credit profiles
resulting in a substantial number of downgrades in 2012, but bank
ratings are expected to be relatively stable during 2013, says
Moody's Investors Service in its report, "Global Banking Outlook -
- 2013."

"While there has been strengthening in many banks' financial
performance, there are a number of interconnected themes with
material implications for bank credit that we will closely follow
in 2013," said Moody's Global Banking Managing Director Greg
Bauer.

Moody's will monitor key themes in 2013 that include:

1. Continued weak global recovery and still-elevated sovereign
   risk for many European banking systems

2. Unprecedented low interest rates that dampen profitability and
   can encourage excessive risk-taking

3. Still-fragile investor confidence deriving from uncertainty
   over banks' risk profiles

4. Nascent regulatory reforms that impact risk-taking, capital,
   liquidity and the resolution of troubled banks

The report also provides regional overviews of the key issues
facing banks operating in Europe, North America, Asia, Emerging
Europe and Latin America.


* U.S. Auto ABS Losses End 2012 Higher, Fitch Reports
-----------------------------------------------------
Seasonal patterns drove losses on both U.S. prime and subprime
auto loan ABS higher last month, according to the latest index
results from Fitch Ratings.

Despite this, Fitch expects prime asset performance to remain
strong in 2013. However, losses will normalize and increase off of
record low rates recorded in 2012 throughout the course of the
year.

Prime losses closed out 2012 within historically low levels and
18% below the rate seen in December 2011. Fitch predicts
cumulative net losses in the range of 0.50%-1.20% in 2013 (within
range of the 2004-2005 vintages). Factors supporting performance
in 2013 include healthy used vehicle values albeit at marginally
lower values, and continued strong performance of the 2009-2012
vintage transactions.

Fitch's 2013 outlook for ratings performance is positive. Fitch
expects the number of positive rating actions to increase this
year given the higher number of transactions coming up for review.
Strong asset performance with lower-than-projected loss rates will
also help spur upgrades and potentially outlook revisions.

Prime 60+ day delinquencies rose 8.3% to 0.39% in December from
0.36% the previous month. Prime auto ABS delinquencies were still
22% improved year-over-year (YOY). Prime annualized net losses
(ANL) rose 11.1% month-over-month (MOM) to 0.40% in December,
still well below the rate in December 2011. Prime Cumulative Net
Losses (CNL) remained flat month-over-month (MOM) at 0.29% in
December, recording a solid 46.3% improvement over the same period
in 2011.

Subprime auto ABS displayed some weakness during the latter half
of 2012. Subprime 60+ days delinquencies were up 3.1% MOM to 3.64%
in December, and were 14.1% higher YOY. Subprime ANL rose to 6.92%
in December (the seventh consecutive increase) and were 8.8% above
December 2011. The December rate was the highest ANL rate in over
a year (November 2011).

Subprime losses, outside seasonal trends, are more prone to
volatility due to the weaker credit metrics prevalent in this
sector. Marginally weaker asset performance along with slightly
looser underwriting in recently issued transactions contributed to
higher loss rates. Despite the rise in subprime ANL in late 2012,
overall loss rates in the 2009-2011 vintages are still well below
the 2006-2008 vintage losses. Further, upcoming tax refunds will
support obligors who typically use this income to pay down debts
which supports performance in the coming spring months.

Used vehicle values were healthy in late 2012 and consumer demand
strong as sales levels remained elevated relative to 2011. The
Manheim Used Vehicle Value Index, which tracks values of used
vehicles at auction, ended the year at 124.1, up 1.2% from 122.6
in November. Inventory levels of new vehicles dropped in December
over November, while incentives were low historically, supporting
used vehicle values.

Fitch's auto ABS indices comprise of $63.86 billion of outstanding
notes issued from 117 transactions. Of this amount, 75% comprise
prime auto loan ABS and the remaining 25% subprime ABS.


* Mary Jo White Named Securities & Exchange Commission Chair
------------------------------------------------------------
Julie Pace and Marcy Gordon, writing for The Associated Press,
reported that President Barack Obama sent his strongest signal yet
Thursday that he wants the government to get tougher with Wall
Street, appointing a former prosecutor to head the Securities and
Exchange Commission for the first time in the agency's 79-year
history.

Mary Jo White, former U.S. attorney in Manhattan, has an extensive
record of prosecuting white-collar crime, won convictions in the
1993 World Trade Center bombing and the 1998 terrorist attacks on
two U.S. embassies in Africa and put crime boss John Gotti away,
the report related.  f confirmed, she will have the job of
enforcing complicated regulations written in response to the worst
financial crisis since the Depression, Reuters added.

"You don't want to mess with Mary Jo," the president said at the
White House with White at his side, Reuters cited. "As one former
SEC chairman said, Mary Jo does not intimidate easily, and that's
important because she's got a big job ahead of her."

White would take over at the SEC from Elisse Walter, who has been
interim chairwoman since Mary Schapiro resigned in December,
according to Reuters.

Obama also renominated Richard Cordray as head of the Consumer
Financial Protection Bureau, created after the financial meltdown,
according to the same report.  The president used a recess
appointment last year to circumvent Congress and install Cordray,
the report noted.  That appointment expires at the end of this
year.

Colleagues and politicians describe White as tough, no-nonsense
and fiercely competitive, according to Reuters.


* CAS Recognized as Best Attorneys in Foreclosure Defense
---------------------------------------------------------
Homeowners in danger of losing their homes to foreclosure are
often advised to seek legal consul.  More often than not, these
desperate individuals turn to their local Yellow Pages or the
Internet, pick a Foreclosure Defense attorney at random, and hope
for the best.  Given this, a recent poll asked homeowners who beat
foreclosure which attorneys they would turn to if once again faced
with the prospect of losing their home.  The answer given by the
majority of participants was Consumer Attorney Services (CAS) and
its network of Ohio based lawyers.

Poll takers praised CAS's attorneys for the myriad of repayment
and refinancing options it offers clients.  Most people don't know
that the average person in danger of going into foreclosure would
be able to afford his or her mortgage if the monthly payment were
only a small percentage less.  Recognizing this, the CAS team
offers clients several refinancing alternatives. Allowing
homeowners to apply for a new loan that replaces their existing
mortgage, or a repayment plan at a reduced monthly payment, these
options have helped hundreds of CAS's clients save their homes.

For those in more perilous situations, CAS advices its clients to
consider more radical alternatives, such as forbearance.
Effectively freeing clients from making payments for a period of
time, forbearance affords clients the necessary time they so
desperately need to get back on their feet.

Even in the worst case scenario where clients are advised to leave
their homes, attorneys in the CAS Ohio network can and will help
clients avoid foreclosure.

Poll participants also recognized CAS's Ohio attorneys as some of
the most experienced in the field.  Many of its members come from
a long pedigree of attorneys, and almost all of them graduated at
or near the top of their class.  In addition, only lawyers who
specialize in Consumer Law, Chapter 7 and 13 proceedings,
Foreclosure Defense or a related field are permitted into the
firm.

Finally, lawyers were commended for their commitment to clients.
As one former client eloquently stated, "Each individual case is
examined very carefully, and the attorneys consult with you until
a solution that is both reasonable and beneficial to your long
term outlook is agreed upon."

             About Consumer Attorney Services Ohio

Customer Attorney Services --
http://www.consumerattorneyservices.com/ohio-attorneys-- is a
customer advocacy law firm with over 215 attorneys across the U.S.
Its primary areas of practice include bankruptcy, foreclosure
defense, debt settlement programs and contract disputes.


* BOND PRICING -- For Week From Jan. 21 to 25, 2013
---------------------------------------------------

  Company              Coupon      Maturity  Bid Price
  -------              ------      --------  ---------
1ST BAP CHUR MEL        7.500    12/12/2014    5.000
AES EASTERN ENER        9.000      1/2/2017    1.750
AES EASTERN ENER        9.670      1/2/2029    4.125
AGY HOLDING COR        11.000    11/15/2014   49.500
AHERN RENTALS           9.250     8/15/2013   61.000
ALION SCIENCE          10.250      2/1/2015   50.125
ALLY-CALL02/13          6.375      8/1/2013  100.253
AMBAC INC               6.150      2/7/2087    8.090
ATP OIL & GAS          11.875      5/1/2015    7.125
ATP OIL & GAS          11.875      5/1/2015    7.125
ATP OIL & GAS          11.875      5/1/2015    7.125
BANK ONE CORP           5.250     1/30/2013  100.000
BUFFALO THUNDER         9.375    12/15/2014   34.125
CENTRAL EUROPEAN        3.000     3/15/2013   65.000
CHAMPION ENTERPR        2.750     11/1/2037    1.000
DELTA AIR 1992B2       10.125     3/11/2015   30.000
DOWNEY FINANCIAL        6.500      7/1/2014   64.250
DYN-RSTN/DNKM PT        7.670     11/8/2016    4.500
EASTMAN KODAK CO        7.000      4/1/2017   12.250
EASTMAN KODAK CO        7.250    11/15/2013   13.370
EASTMAN KODAK CO        9.200      6/1/2021   15.000
EASTMAN KODAK CO        9.950      7/1/2018   12.678
EDISON MISSION          7.500     6/15/2013   48.877
ELEC DATA SYSTEM        3.875     7/15/2023   95.000
ENTERPRISE PRODU        6.375      2/1/2013  100.032
FAIRPOINT COMMUN       13.125      4/1/2018    1.000
FAIRPOINT COMMUN       13.125      4/1/2018    1.000
FAIRPOINT COMMUN       13.125      4/2/2018    1.220
FIBERTOWER CORP         9.000      1/1/2016   28.000
GEN ELECTRIC CO         5.000      2/1/2013  100.000
GEOKINETICS HLDG        9.750    12/15/2014   57.000
GEOKINETICS HLDG        9.750    12/15/2014   56.400
GLB AVTN HLDG IN       14.000     8/15/2013   18.900
GLOBALSTAR INC          5.750      4/1/2028   61.938
GMX RESOURCES           4.500      5/1/2015   54.050
GMX RESOURCES           5.000      2/1/2013   99.750
HAWKER BEECHCRAF        8.500      4/1/2015    6.000
HAWKER BEECHCRAF        8.875      4/1/2015   16.000
HORIZON LINES           6.000     4/15/2017   30.000
HUTCHINSON TECH         8.500     1/15/2026   66.250
JAMES RIVER COAL        4.500     12/1/2015   42.200
JEHOVAH-JIREH           7.800     9/10/2015   10.000
KROGER CO/THE           5.500      2/1/2013  100.044
LBI MEDIA INC           8.500      8/1/2017   25.625
LEHMAN BROS HLDG        0.250    12/12/2013   21.125
LEHMAN BROS HLDG        0.250     1/26/2014   21.125
LEHMAN BROS HLDG        1.000    10/17/2013   21.125
LEHMAN BROS HLDG        1.000     3/29/2014   21.125
LEHMAN BROS HLDG        1.000     8/17/2014   21.125
LEHMAN BROS HLDG        1.000     8/17/2014   21.125
LEHMAN BROS HLDG        1.250      2/6/2014   21.125
MF GLOBAL LTD           9.000     6/20/2038   68.750
MOHEGAN GAMING          6.125     2/15/2013   96.040
ONCURE HOLDINGS        11.750     5/15/2017   43.000
OPENSL-CALL02/13        9.750      2/1/2015   90.125
OVERSEAS SHIPHLD        8.750     12/1/2013   36.770
PLATINUM ENERGY        14.250      3/1/2015   62.100
PLATINUM ENERGY        14.250      3/1/2015 #N/A N/A
PMI CAPITAL I           8.309      2/1/2027    0.125
PMI GROUP INC           6.000     9/15/2016   30.500
POWERWAVE TECH          1.875    11/15/2024    3.500
POWERWAVE TECH          1.875    11/15/2024    3.500
POWERWAVE TECH          3.875     10/1/2027    3.500
POWERWAVE TECH          3.875     10/1/2027    3.500
RADISYS CORP            2.750     2/15/2013  100.000
RESIDENTIAL CAP         6.875     6/30/2015   29.500
REVEL AC INC           12.000     3/15/2018    5.750
SAVIENT PHARMA          4.750      2/1/2018   28.000
SCHOOL SPECIALTY        3.750    11/30/2026   31.500
TERRESTAR NETWOR        6.500     6/15/2014   10.000
TEXAS COMP/TCEH        10.250     11/1/2015   28.564
TEXAS COMP/TCEH        10.250     11/1/2015   28.375
TEXAS COMP/TCEH        10.250     11/1/2015   29.500
TEXAS COMP/TCEH        15.000      4/1/2021   35.000
TEXAS COMP/TCEH        15.000      4/1/2021   35.375
THQ INC                 5.000     8/15/2014   34.000
TL ACQUISITIONS        10.500     1/15/2015   35.000
TL ACQUISITIONS        10.500     1/15/2015   34.250
TOUSA INC               7.500     1/15/2015    0.001
UAL 1991 TRUST         10.020     3/22/2014   11.250
USEC INC                3.000     10/1/2014   42.000
VERSO PAPER            11.375      8/1/2016   41.500
WCI COMMUNITIES         6.625     3/15/2015    0.875
WESTERN EXPRESS        12.500     4/15/2015   63.625
WESTERN EXPRESS        12.500     4/15/2015   63.625



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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