TCR_Public/130129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 29, 2013, Vol. 17, No. 28

                            Headlines

ACTIVECARE INC: Amends Fiscal 2012 Annual Report for Typos
AFFIRMATIVE INSURANCE: Michael Moss Discloses 14.5% Equity Stake
AHERN RENTALS: Loses Another Round in Preserving Exclusivity
ALL WASHED UP: Case Summary & 20 Largest Unsecured Creditors
ALTEGRITY INC: S&P Lowers Corporate Credit Rating to 'CCC+'

AMERICAN AIRLINES: $290-Mil. in Claims Traded Hands in December
AMERICAN AIRLINES: Debuts New Look, To Have New Planes This Year
AMERICAN AIRLINES: Posts $262MM Net Profit in Fourth Quarter
AMERICAN AIRLINES: Merger Deal May Come in Two Weeks, Sources Say
AMERICAN PETROLEUM: Voluntary Chapter 11 Case Summary

AMERICAN REALTY: Hearing on Transfer of Venue Reset to Feb. 7
AMERICAN SUZUKI: AlixPartners Approved as Committee Advisor
AMERICAN SUZUKI: Imperial Capital Approved as Investment Banker
AMERICAN SUZUKI: PricewaterhouseCoopers Okayed as Tax Accountant
AMF BOWLING: Projects Plan Confirmation in June

AMPAL-AMERICAN: Trading to be Transferred to the OTCQB Market
ARCHDIOCESE OF MILWAUKEE: Is Being Bled Dry by Lawyers
ARCHDIOCESE OF MILWAUKEE: Claimants Want Protective Order Lifted
ARRIS GROUP: Moody's Assigns 'Ba3' CFR; Outlook Stable
ATLANTIC BROADBAND: S&P Raises Corporate Credit Rating to 'BB-'

ATP OIL: 7 Members of Official Equity Owners Committee
AVANTAIR INC: Sportech Managing Director Appointed COO
AXION INTERNATIONAL: Touts Decreased Net and Operating Net Loss
BERRY PLATICS: Amends Fiscal 2012 Annual Report
BIG M INC: Owner's Loan Requires Sale Within Six Months

BION ENVIRONMENTAL: Benefits of Competitively-Bid RFP Released
BOSTON GENERATING: US Power Contends Lawsuit Is 'Implausible'
BRIER CREEK: Court Rules on Objection to Bank of America Claims
BUSINESS DEVELOPMENT: Files for Chapter 11 in San Jose
BUSINESS DEVELOPMENT: Voluntary Chapter 11 Case Summary

CARL'S PATIO: Wins Interim Approval of DIP Financing
CARL'S PATIO: Amends List of 20 Largest Unsecured Creditors
CARL'S PATIO: Section 341(a) Meeting Scheduled for Feb. 27
CCC ATLANTIC: Has Interim Access to Cash Collateral Until Feb. 6
CENTRAL EUROPEAN: Mark Kaufman Wants Compulsory Annual Meeting

CEREPLAST INC: Ironridge to Resell 49 Million Common Shares
CINCINNATI BELL: Fitch Affirms 'B' IDR, Off Rating Watch
COCOPAH NURSERIES: Rabobank Wants to Foreclose on Collateral
COMMUNITY FINANCIAL: Ithan Creek Discloses 21.5% Equity Stake
COMMUNITY FINANCIAL: Wellington Discloses 25.4% Equity Stake

COMMUNITY FINANCIAL: Ithan Creek II Discloses 6.2% Equity Stake
CONVERGEX GROUP: S&P Puts 'B' CCR on CreditWatch
DAVID M. ANDERSON: Lessley, Victoria Place May Proceed With Suit
DCB FINANCIAL: Incurs $146,000 Net Loss in Fourth Quarter
DELUXE CORP: Reports $42.6 Million Net Income in Fourth Quarter

DENNY'S CORP: Appoints AT&T Executive to Board of Directors
DIAL GLOBAL: Cancels Registration of Convertible Debentures
DIGITALGLOBE INC: S&P Retains 'BB' CCR over $600 Million Notes
DINEEQUITY INC: Moody's Says Amendment No Impact on Ratings
DTE ENERGY: Fitch Affirms 'BB+' Junior Subordinated Notes Rating

DUNLAP OIL: Disclosure Statement Hearing on Jan. 30
DYNEGY HOLDINGS: Operating Debtors to Seek Confirmation March 12
EAGLE POINT: U.S. Bank Opposes Debt-for-Dirt Plan, Wants Lift Stay
EASTBRIDGE INVESTMENT: Completes Reincorporation to Delaware
EDISON MISSION: Wells Fargo, as Trustee, Part of Committee

EDISON MISSION: May Pay $8.2-Million to Critical Vendors
EDISON MISSION: Can Employ Kirkland & Ellis as Counsel
EDUCATION HOLDINGS: Wins Interim Approval of DIP Financing
EDUCATION HOLDINGS: Objections to Confirmation Due Feb. 28
EDUCATION HOLDINGS: Equity Restrictions Have Interim Approval

EUROFRESH INC: Returns to Chapter 11 to Sell to NatureSweet
EUROFRESH INC: Voluntary Chapter 11 Case Summary
EXTENDED STAY: JPMorgan, Deutsche Bank Marketing $3BB in Bonds
EVERGREEN INTERNATIONAL: S&P Lowers Corporate Credit Rating to 'D'
FIBERTOWER NETWORK: To Make $12-Mil. Payment to 1st Lien Trustee

FIRST BANKS: Reports $3.4 Million Net Income in Fourth Quarter
FLAT OUT CRAZY: Files for Chapter 11 Without DIP Financing
FLAT OUT CRAZY: J.H. Chapman to Look for Buyers of Flat Top Biz.
FLAT OUT CRAZY: Seeks to Reject Leases of Closed Restaurants
FLAT OUT CRAZY: Case Summary & 30 Largest Unsecured Creditors

FLORIDEL LLC: Case Summary & 20 Largest Unsecured Creditors
FLOWER STREET: Case Summary & 10 Largest Unsecured Creditors
FREESEAS INC: Has 3.9MM Shares Investment Agreement with Granite
FRONTIER COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'BB-'
FW VALENCIA: LSREF2 Baron v. Aguilar Transferred to El Paso Court

GEOMET INC: Two Board Members Leave to Cut Costs
GLOBAL ARENA: FireRock Has Until Feb. 5 to End Due Diligence
GPS GLOBAL: Case Summary & 6 Unsecured Creditors
GRANT FAMILY: Former Employee, Farmer Sue for Unpaid Debt
GREAT BASIN: Terminates Registration of Common Stock

H&M OIL: Trustee Taps Claro Group as Financial Advisor
H&M OIL: Chapter 11 Trustee Taps Okin Adams as Counsel
HAWKER BEECHCRAFT: Can Hire TCG as Consultant on Compliance Issues
HAWKER BEECHCRAFT: Expects to Emerge From Bankruptcy in February
HEALTHWAREHOUSE.COM INC: Karen Singer Amends Schedule 13D

HOSTESS BRANDS: McKee Said to Be Offering $30MM for Drake's Brand
HOSTESS BRANDS: Selects McKee, U.S. Bakery as Lead Bidders
HW HEARTLAND: Can Access Hillcrest Bank Cash Collateral
INFOGROUP INC: S&P Puts 'B' CCR Rating on CreditWatch Negative
INSPIRATION BIOPHARMACEUTICALS: Court to OK Sale to Baxter

INTELLICELL BIOSCIENCES: Receives $75,000 from Securities Sale
JACKSONVILLE BANCORP: To Transfer Stock Listing to NASDAQ Capital
JACKSONVILLE BANCORP: Amends Current Report to Address Comments
JASPAR ASSOCIATES: Case Summary & 6 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Curtis Mallet Is Committee's Conflicts Counsel

LARSON LAND: Court Converts Bankruptcy Case to Chapter 7
LENNAR CORP: S&P Raises Corporate Credit Rating to 'BB-'
LIFECARE HOLDINGS: Auction Scheduled for March 20
LIGHTSQUARED INC: LP Lenders Oppose 2nd Extension of Exclusivity
LODGENET INTERACTIVE: Files Prepackaged Chapter 11 in New York

LODGENET INTERACTIVE: To Seek Prepack Plan Confirmation in March
LODGENET INTERACTIVE: Case Summary & 30 Top Unsecured Creditors
LONG ISLAND POWER: ABLI Calls for Investigating Bankruptcy Option
MDU COMMUNICATIONS: Whetstone Capital Discloses 5.6% Equity Stake
MICROBILT CORP: Confirms Plan of Reorganization

MODERN PRECAST: Wants Access to M&T Bank Cash Until April 6
NATIONAL HOLDINGS: Completes $8.8 Million Common Stock Offering
NORTEL NETWORKS: Sixth Amendment to Ernst & Young's SoW
NSG HOLDINGS: S&P Assigns 'BB' CCR, Rates $146MM Term Loan 'BB+'
OCEAN DRIVE: Hearing on Disclosures Scheduled for Feb. 25

OCEAN DRIVE: Ridge Hill Objects to Extension of Exclusive Periods
OM GROUP: Moody's Maintains 'Ba2' CFR; Business Sale Positive
OTANGELES LLC: Voluntary Chapter 11 Case Summary
OVERSEAS SHIPHOLDING: Technicality Ruins Owners' Setoff Rights
PARADISE HOSPITALITY: Plan Confirmation Hearing Today

PEREGRINE FINANCIAL: Trustee Sues Wasendorf's Ex-Wife
PHARMACEUTICAL PRODUCT: Amendment No Impact on Moody's 'B2' CFR
PHARMACEUTICAL PRODUCT: S&P Rates $1.455 Billion Term Loan 'B+'
PINNACLE AIRLINES: Headquarters Will Relocate to Minnesota
POTOMAC SUPPLY: Morgan Joseph Assisted in Sale to AIP

POWERWAVE TECHNOLOGIES: Files Chapter 11 in Delaware
PRECISION OPTICS: Stockholders Demand $719,000 for Damages
PRM REALTY: Plan Confirmation Hearing Set for Feb. 6
QUANTUM FUEL: Signs $1.8 Million Bridge Notes Purchase Agreement
RANCHO HOUSING: American West OK'd to Foreclose on Collateral

RESIDENTIAL CAPITAL: Evidentiary Hearing on Bonuses Today
RESIDENTIAL CAPITAL: Seeks Approval of $297MM Fannie Mae Deal
RESIDENTIAL CAPITAL: Final Hearing on Hudson Hiring on Feb. 28
RESIDENTIAL CAPITAL: Pepper Hamilton Hiring Has Feb. 28 Hearing
RESPONSE BIOMEDICAL: Has New Distribution Agreement with Fisher

ROBERT OTIS GRIFFITH: Ch.7 Trustee May Conduct Short Sale
SAGAMORE PARTNERS: Wins Plan Confirmation, Seeks Attorneys Fees
SAMUEL ADAMS: Bankruptcy Filing Stalls Auction of Jones Block Bldg
SAMSON AND MOCHI: Case Summary & 8 Largest Unsecured Creditors
SCHOOL SPECIALTY: Files Chapter 11 to Facilitate Sale Process

SEALY CORP: Incurs $3.9 Million Net Loss in Fourth Quarter
SEARS HOLDINGS: Terminates Registration of Kmart Plan
SESAC HOLDCO: S&P Gives Prelim. 'B' CCR, Rates $235MM Loan 'BB-'
SKINNY NUTRITIONAL: Director Quits for Loss of Confidence
SNO MOUNTAIN: Ski Resort Going to Auction on Feb. 28

SOUTHERN MONTANA: Kroll Okayed as Electronic Discovery Vendor
SOUTHERN MONTANA: MR Valuation OK'd to Perform Appraisal
STANFORD INT'L: Judge's Order Prompts Clawback Discussions
SUMMIT MATERIALS: S&P Lowers CCR to 'B+'; Outlook Negative
SUNVALLEY SOLAR: Director Anyork Lee Resigns

TAILOR MADE: Case Summary & 20 Largest Unsecured Creditors
TALON THERAPEUTICS: Has 12.5-Mil. Shares Issuable Under 2010 Plan
TENET HEALTHCARE: Moody's Corrects Jan. 22 Rating Release
THERAPEUTICSMD INC: Offering $125 Million Worth of Securities
THQ INC: Creditors Committee Taps Andrews Kurth as Counsel

THQ INC: Committee Retains Landis Rath as Co-Counsel
THQ INC: Has Until Feb. 4 to File Schedules and Statements
THOMPSON CREEK: Gets Final Approval on Tailings Deposition
TIGER MEDIA: Regains Compliance with NYSE Requirement
TRANSCARIBE FREIGHT: Case Summary & 6 Largest Unsecured Creditors

TRAVELPORT HOLDINGS: Board OKs $4.2MM Incentive Awards for Execs.
TRAVELPORT HOLDINGS: In Talks With Bondholder Group
UNITED AMERICAN: Amends Fiscal 2012 Form 10-K
USEC INC: To Sell NAC International to Hitachi Zosen for $45MM
VENTANA 20/20: Plan's Disclosure Statement Hearing Today

VENTANA 20/20: Authority to Use Cash Collateral Due to End Jan. 31
VITESSE SEMICONDUCTOR: Raging Capital Lowers Equity Stake to 17%
WELCH ENTERPRISES: Files for Chapter 11 in Alabama
WELCH ENTERPRISES: Case Summary & 13 Unsecured Creditors
WEX INC: S&P Retains 'BB' Rating Following $400MM Upsized Notes

ZEN ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors

* Moody's Says Dec. US Credit Card Deliquency Rating Down 2.28%
* Durbin to Reintroduce Bill Discharging Private Student Loans

* Large Companies With Insolvent Balance Sheets



                            *********

ACTIVECARE INC: Amends Fiscal 2012 Annual Report for Typos
----------------------------------------------------------
ActiveCare, Inc., filed an amended annual report for the fiscal
year ended Sept. 30, 2012, with the U.S. Securities and Exchange
Commission, for the sole purpose of correcting typographical
errors on the Company's balance sheet as follows:

(1) Total stockholders' deficit should read $(7,715,390).  As
    originally filed, the last digit was incorrectly and
    unintentionally typed as a 9 instead of as a 0.

(2) Total liabilities and stockholders' deficit should read
    $5,875,954.  As originally filed, the last two digits were
    incorrectly and unintentionally transposed to read $5,875,945.

No other corrections or changes are made to the Annual Report.
Certifications of the officers of the Company have been updated
through the date of filing of the Amendment.

A copy of the amended Annual Report is available at:

                       http://is.gd/R3jO0K

                         About ActiveCare

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

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

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.

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

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


AFFIRMATIVE INSURANCE: Michael Moss Discloses 14.5% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Michael J. Moss and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 2,226,656 shares
of common stock of Affirmative Insurance Holdings, Inc.,
representing 14.5% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/yLEnbp

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125.0 million.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AHERN RENTALS: Loses Another Round in Preserving Exclusivity
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc., a privately owned equipment
supplier, lost another round in its continuing fight in federal
district court to stop secured lenders from filing a competing
reorganization plan.

According to the report, the company won what turned out to be a
temporary victory in district court, only to find the judge
reverse himself when better apprised by the lenders about the
facts and the governing law.  If Ahern is to stop creditors from
filing a plan and presumably taking ownership away from 97% owner
Don F. Ahern, the company's last hope for success lies in the U.S.
Court of Appeals in San Francisco.

The report recounts that in December the U.S. Bankruptcy Judge in
Reno, Nevada, ended Ahern's exclusive right to propose a
reorganization plan, concluding that the company failed to
negotiate in good faith after a year in Chapter 11.  The
bankruptcy judge also said Ahern's plan was fatally flawed because
it proposed retaining current ownership even though secured
lenders opposed the plan and weren't being paid in full.
Ahern appealed two weeks later and won a stay pending appeal from
U.S. District Judge Larry R. Hicks in Reno.  Judge Hicks restored
Ahern's exclusive plan-filing right, saying creditors couldn't
file a plan of their own at least until he decided the appeal.

According to the report, a noteholder group filed papers and
convinced Judge Hicks to reverse himself.  On Jan. 14, Judge Hicks
wrote an opinion finding that an order ending so-called
exclusivity isn't automatically appealable.  He dismissed the
appeal and terminated the stay, thus allowing creditors to file
competing plans.  Not deterred, Ahern filed an appeal to the
appeals court in San Francisco and submitted papers asking Hicks
to stay his order pending appeal.

Judge Hicks, the report discloses, denied a stay pending appeal on
Jan. 23.  He said the appeals court is unlikely to disagree with
his conclusion that denying an extension of exclusivity isn't
automatically appealable.

The report says Ahern will presumably seek a stay from the appeals
court.

Meanwhile, the lenders have the right to file a plan of their own.

The appeal was Ahern Rentals Inc. v. Goldman Sachs Palmetto State
Credit Fund LP, 12-cv-00676, U.S. District Court, District of
Nevada (Reno).

                      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.


ALL WASHED UP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: All Washed Up, Inc.
        407 Rio Grande Blvd. NW, Ste. 3
        Albuquerque, NM 87104

Bankruptcy Case No.: 13-10191

Chapter 11 Petition Date: January 24, 2013

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: Koo Im Sakayo Tong, Esq.
                  MOORE, BERKSON, & GANDARILLA, P.C.
                  3800 Osuna Rd NE, Ste #2
                  Albuquerque, NM 87109
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: kooimt@swcp.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 20 largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nmb13-10191.pdf

The petition was signed by James Jaramillo, president.


ALTEGRITY INC: S&P Lowers Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
corporate credit rating on Falls Church, Va.-based Altegrity Inc.
to 'CCC+' from 'B-'.  The outlook is negative.

"At the same time, we lowered the issue ratings on the company's
senior secured credit facilities from 'B' to 'B-', one notch above
the corporate credit rating.  The recovery ratings remain '2',
which indicate our expectation for substantial recovery (70% to
90%) for senior secured creditors in the event of a payment
default or bankruptcy.  We also lowered the issue ratings on the
company's $210 million senior unsecured notes due 2015,
$290 million senior unsecured notes due 2015, and $150 million
senior subordinated notes due 2016 from 'CCC' to 'CCC-', two
notches below the corporate credit rating.  The recovery ratings
remain '6', which indicate our expectation for negligible recovery
(0% to 10%) for unsecured creditors in the event of a payment
default or bankruptcy," S&P said.

S&P estimates the company has about $1.8 billion in reported debt
outstanding.

"The downgrade of the ratings on Altegrity reflect Standard &
Poor's assessment that the current capital structure is
unsustainable without a marked improvement in profitability, which
we are not forecasting in part because of the company's continued
dependence on the U.S. government, which accounts for nearly 40%
of its revenue," said Standard & Poor's credit analyst Brian
Milligan.

As of Sept. 30, 2012, S&P calculates total debt to EBITDA was very
high at 9.0x, EBITDA interest coverage was thin at 1.3x, and funds
from operations (FFO) to total debt was a weak 4.6%.  S&P believes
a covenant breach is possible over the next 12 months, and it is
unclear whether creditors will waive or amend any such breach,
given extremely weak operating performance over the past six
months.

The negative outlook reflects S&P's view that the current capital
structure is unsustainable, given its belief that a marked
improvement in profitability is unlikely over the next 24 to 36
months.  S&P could lower the ratings if the company is unable to
refinance its term loan, which matures in February 2015.

"We could revise the outlook to stable if the company is able to
refinance its term loan which matures in 2015.  Although unlikely
over the next 12 months, we could raise our ratings if the USIS
segment experiences a significant turnaround, possibly by
receiving more favorable terms under the OPM contract or by
expanding USIS beyond the U.S. government.  This would need to
result in USIS segment EBITDA returning to levels prior to fiscal
2012. USIS segment EBITDA returning to levels prior to fiscal 2012
would allow total debt to EBITDA to drop to less than 6.5x, all
else equal.  Based on fiscal 2012 results, EBITDA growth of 35% is
necessary for total debt to EBITDA to fall below 6.5x ," S&P
noted.


AMERICAN AIRLINES: $290-Mil. in Claims Traded Hands in December
---------------------------------------------------------------
More than 100 claims totaling $290,641,682 traded in the Chapter
11 cases of AMR Corporation and its debtor affiliates, according
to data compiled by SecondMarket.  For the past 12 months, 918
claims totaling $979,667,642 traded in AMR's case, making AMR the
case with the third most active claims trading, following Lehman
Brothers Holdings Inc. and MF Global Inc.

SecondMarket noted that claims trading closed out 2012 with 1,237
trades valued at $4.9 billion during the month of December.
Trading was predominantly for LBHI and MF Global claims, which
together had 838 trades with a combined face value of $4.4
billion.  American Airlines had its strongest trading month of the
year, according to SecondMarket.  The report also noted that four
new bankruptcy cases also began trading claims in December,
including advertising firm Vertis Holdings, Inc., which filed for
bankruptcy for the third time last October.

                         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: Debuts New Look, To Have New Planes This Year
----------------------------------------------------------------
It's a new year and a fresh new look for American Airlines as the
company unveils a new logo and exterior for its planes, including
the already delivered Flagship Boeing 777-300ER aircraft set to
fly on Jan. 31.  In addition, American plans to continue taking
delivery of new planes this year as part of its historic orders
for 550 new aircraft.  The unveiling of the new logo and livery is
the latest step forward in American's ongoing journey toward
building a more modern travel experience for its customers.

"Since placing our landmark aircraft order in July of 2011, we've
been building anticipation toward a moment in time when the
outside of our aircraft reflects the progress we've made to
modernize our airline on the inside," said Tom Horton, American's
Chairman and CEO.  "While we complete the evaluation of whether a
merger can build on American's strengths, we remain steadfast in
each step we take to renew our airline, a step we take with great
respect for our name American.  Today marks important progress in
that journey as we unveil a new and updated look for the first
time in more than 40 years."

American is preparing to take delivery of hundreds of new, lighter
aircraft featuring composite materials that must be painted.
Since the polished metal look was no longer an option, the
importance of the paint selection became critical to honoring
American's silver bird legacy.  Silver mica paint was chosen as a
way to maintain the silver heritage which American's people and
customers are passionate about, yet progress ahead with a clean
new look.

"Our new logo and livery are designed to reflect the passion for
progress and the soaring spirit, which is uniquely American," said
Virasb Vahidi, American's Chief Commercial Officer.  "Our core
colors -- red, white and blue -- have been updated to reflect a
more vibrant and welcoming spirit.  The new tail, with stripes
flying proudly, is a bold reflection of American's origin and
name.  And our new flight symbol, an updated eagle, incorporates
the many icons that people have come to associate with American,
including the 'A' and the star."

Since entering the restructuring process, American has made a
series of strategic investments designed to place customers at the
center of all it does and give employees the tools, training and
leading technologies they need to provide customers with a
uniquely American experience, while also creating growth and
opportunity for its people.

This news is a reminder that while there are still significant
decisions that need to be made about the future of the company,
American remains focused on continuing the forward movement of the
many investments that have been announced in the past year,
including:

     * Industry's Most Modern Fleet: This year, American will
       take delivery of nearly 60 new aircraft, including the new
       Boeing 777-300ER which will enter into service on Jan. 31.
       In July, American will begin taking delivery of Airbus
       aircraft made of lighter, more fuel efficient composite
       materials, which must be painted.  The airline continues
       investments to offer state-of-the-art inflight Wi-Fi, in-
       seat entertainment, universal AC power outlets at every
       seat, and Main Cabin Extra seating on all mainline
       aircraft.  In addition, American has plans to offer fully
       lie-flat premium class seats on all of the airline's
       widebody aircraft and transcontinental fleet.

     * Expanded International Service: American strengthens its
       network this year with expanded service to more
       destinations worldwide, including more international and
       domestic routes from Dallas/Fort Worth, more European and
       domestic service from Chicago O'Hare, new service to
       Europe from New York, and new service from Miami to Latin
       America and the Caribbean.  This year, American also will
       begin the following international services: Dallas/Fort
       Worth - Seoul, South Korea; Dallas/Fort Worth -- Lima,
       Peru; Dallas/Fort Worth -- Bogota, Colombia; Chicago
       O'Hare -- Dusseldorf, Germany; New York JFK -- Dublin,
       Ireland; Miami -- Pointe-a- Pitre, Guadeloupe; Miami --
       Fort-de-France, Martinique; Miami -- Curitiba, Brazil; and
       Miami -- Porto Alegre, Brazil.

     * Information in an Instant: The airline announced plans to
       supply flight attendants, pilots, and maintenance workers
       with their own tablet devices, designed to give them real-
       time information and better operational insights to do
       their job more efficiently. Beginning next month,
       employees will also be equipped with new technologies at
       the airport designed to make the travel experience easier
       and more convenient.

     * Top-Notch Onboard Experience: Earlier this month, the
       airline rolled out new enhancements in premium class
       cabins on international routes, including elegant new
       china, more menu choices, and a more personalized service
       similar to a restaurant. In addition, American will expand
       the availability of Samsung Galaxy tablets for
       entertainment use in the premium cabins to more routes
       later this year.

American Eagle and the AAdvantage(R) program also will get a new
look.  The first American Eagle plane will fly the new livery
beginning in February.  Updating the new look across American's
network is a long process and will be rolled out over time to the
airline's airports, interiors and exteriors of aircraft, new
uniforms, products and services, and technology platforms like
AA.com and the American mobile apps.

American's new look was created with input from its customers and
its people, and in partnership with FutureBrand -- a leading
global brand consultancy.  In addition, American launches a new
advertising campaign designed to showcase the new look.  The
advertising campaign was developed with agency partner McCann
Worldgroup.

                         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: Posts $262MM Net Profit in Fourth Quarter
------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.
reported results for the fourth quarter and year ended December
31, 2012.  Key points include:

     * Revenue of $24.9 billion in 2012, the highest in company
       history

     * Full-year operating profit of $494 million, excluding
       special items, a $749 million improvement over 2011

     * Full-year net loss of $1.9 billion. Excluding
       reorganization and special items, the full-year net loss
       was $130 million, a $932 million improvement over 2011

     * American took delivery of 11 new aircraft in the fourth
       quarter (nine 737-800s and two 777-300ERs) and 30 new
       aircraft during the full year (28 737-800s and two 777-
       300ERs), putting the airline on track to have the
       youngest, most fuel-efficient fleet among U.S. network
       carriers by 2017

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

In the fourth quarter, AMR reported a net profit of $262 million
compared to a net loss of $1.1 billion in the fourth quarter of
2011.  AMR's fourth quarter results include $350 million of net
positive reorganization and special items.

Excluding reorganization and special items, the net loss in the
fourth quarter of 2012 was $88 million, a $121 million improvement
from the prior year.  The fourth quarter of 2012 was negatively
impacted by Hurricane Sandy and the early November snow storm in
the Northeast and, separately, by the residual headwind on fourth
quarter bookings from the operational disruptions experienced in
late September and early October.  The cumulative impact from
these events is estimated to have reduced net profits by
$142 million.

For full-year 2012, American recorded a net loss of $1.9 billion,
compared to 2011's full-year net loss of $2.0 billion.  AMR's full
year 2012 results include $1.7 billion of net negative
reorganization and special items.

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

                      Restructuring Progress

During the last year, AMR has completed the majority of its
financial restructuring, including reducing debt, renegotiating
aircraft leases and facilities agreements, grounding older
airplanes, rationalizing the regional fleet, and renegotiating
supplier relationships.  AMR expects these actions to continue to
increasingly improve its cost structure in 2013, as the company
approaches its targeted restructuring related savings by the end
of 2013.

     In 2012:

     * American achieved labor cost reductions of 17 percent
       across all workgroups, including management, independent
       employees and unionized workgroups, all of which ratified
       agreements for six-year terms.  Progress was also made at
       American Eagle, which achieved costs savings and reached
       agreements with its unionized workgroups

     * American made changes to its organizational structure to
       reduce management positions, making American's management
       workgroup the leanest among the network carriers

     * Renegotiated the financing terms for more than 400
       mainline and regional aircraft, which includes completing
       its financial contracts on its 216 Embraer aircraft.
       Improved terms on these aircraft significantly lower AMR's
       aircraft ownership related costs, while also harmonizing
       its aircraft retirement and new aircraft delivery
       schedules

     * Negotiated more than 95 percent of American's 725 facility
       leases

     * Evaluated and/or renegotiated over 9,000 vendor/supplier
       agreements -- American's suppliers have made significant
       contributions to its strategic plan for success, allowing
       AMR to meet its savings objectives as outlined in its
       business plan

     * Realized over $400 million in restructuring related
       savings in the fourth quarter, primarily from renegotiated
       aircraft leases, reductions to management and support
       staff positions, freezing the pension plans for all
       workgroups, and sun-setting the retiree medical program
       for active employees

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

                       Revenue Performance

For the fourth quarter of 2012, the company reported consolidated
revenue of $5.9 billion, 0.3 percent lower compared to the prior
year.  The combined effects of Hurricane Sandy, the November snow
storm in the Northeast, and the booking headwind from the earlier
operational disruption, negatively impacted revenue by an
estimated $155 million in the fourth quarter.  Fourth quarter
consolidated passenger revenue per available seat mile (PRASM) was
comparable to the same period last year, and mainline PRASM
decreased by 0.4 percent.  Absent the same factors that impacted
revenues -- described above -- American estimates that PRASM would
have been approximately 2.0 percentage points higher than the
fourth quarter of 2011.

For full-year 2012, AMR reported record consolidated revenue of
$24.9 billion, up 3.7 percent compared to 2011, on 1.0 percent
less capacity.  For 2012, AMR's consolidated and mainline PRASM
rose 5.8 percent and 5.6 percent year-over-year, respectively.
Consolidated revenue performance was driven by a 4.6 percent year-
over-year improvement in yield, or average fares paid, and record
high consolidated and mainline load factors, or percentage of
seats filled, of 82.2 percent and 82.8 percent, respectively.
Domestic PRASM improved 5.5 percent in full-year 2012 versus full-
year 2011, with PRASM increases across all five of American's
hubs.

International PRASM increased 5.7 percent in 2012 over the prior
year, driven by improved yield performance across all entities and
increased load factors.  "We are making tremendous progress
strengthening American's global network by focusing the flying
from our hubs to the most important domestic and international
cities with the highest concentration of business travelers," said
Virasb Vahidi, American's Chief Commercial Officer.  "We are
enhancing relationships with the best international alliance
partners and creating a pipeline of industry-leading products and
services, including a significant renewal and transformation of
our fleet that will drive revenue performance in the coming
years."

American's 2012 revenue improvement is a result of solid execution
on its network, alliances, and product strategy.  The recent
revenue progress does not yet account for the benefits expected
from initiatives accomplished in the restructuring.

                        Operating Expense

For the fourth quarter, AMR's consolidated operating expenses,
excluding special items, decreased $139 million, or 2.3 percent,
versus the same period in 2011.  American's mainline cost per
available seat mile (unit cost) in the fourth quarter decreased
3.3 percent versus the same period last year, excluding special
items in both periods.  Taking into account the impact of fuel
hedging, AMR paid $3.22 per gallon for jet fuel in the fourth
quarter versus $3.01 a gallon in the fourth quarter of 2011, a
6.6 percent increase.  As a result, the company paid $135 million
more for fuel in the fourth quarter of 2012 than it would have
paid at prevailing prices from the prior-year period.

Excluding fuel and special items, mainline and consolidated unit
costs in the fourth quarter of 2012 decreased 8.9 percent and
7.6 percent year-over-year, respectively, primarily driven by
American's restructuring efforts.  "The significant improvement in
the fourth quarter in non-fuel unit cost underscores the results
we have been able to achieve in our restructuring efforts and the
competitive cost structure we have put in place for the future,"
said Bella Goren, AMR's Chief Financial Officer.

Since many of the restructuring savings were implemented near the
end of the year, AMR's full year 2012 consolidated operating
expenses, excluding special items, were up 0.3 percent, or
$84 million, year-over-year.  They also reflect a negative impact
of $514 million due to higher fuel prices in 2012.  American's
2012 mainline unit costs, excluding special items, increased 1.5
percent versus the prior year. Excluding fuel and special items,
mainline unit costs decreased 0.9 percent for the same period.

                          Cash Position

AMR ended the fourth quarter with approximately $4.7 billion in
cash and short-term investments, including a restricted cash
balance of $850 million, compared to a balance of approximately
$4.7 billion in cash and short-term investments, including a
restricted balance of approximately $738 million, at the end of
the fourth quarter of 2011.

                   2012 Notable Accomplishments

American has made significant progress in its plan to transform
the airline into an industry leader.  While the restructuring
process is allowing the company to achieve a competitive cost
structure and strengthen its balance sheet, American also showed
improvement across all aspects of its business.  Key
accomplishments in 2012 include:

     Financial:

     * The largest annual revenue in company history

     * Unit revenue growth that outpaced the industry average in
       2012 -- driven by strong customer demand for American's
       product.  Mainline and consolidated PRASM, passenger yield
       and load factor in 2012 were all records for any year in
       AMR's history

     * Full-year 2012 operating profit, excluding special items,
       of $494 million, a $749 million improvement over 2011

     Fleet Renewal and Transformation:

American made substantial progress on its fleet renewal plans and
is on pace to have the youngest fleet in the industry in the next
five years.

     * In the fourth quarter, the size of American's fleet of
       737-800s surpassed that of its MD-80s. 737-800s offer a 35
       percent reduction in fuel cost per seat versus the MD-80

     * American became the first U.S. airline to take delivery of
       the Boeing 777-300ER, giving the airline's fleet
       additional network flexibility, while delivering a state
       of the art customer experience, and better operating
       economics

     * American has 59 new mainline aircraft slated for delivery
       in 2013 and is in the midst of a significant renewal and
       transformation of its fleet

     Customer Experience Enhancements:

     * American has taken many steps to provide an exceptional
       customer experience throughout the entire travel journey.

     * Announced a redesigned interior of its international
       widebody aircraft, including 777-200ERs and 767-300ERs

     * Will be the first domestic carrier to offer three-class
       service and fully lie-flat First and Business Class seats
       on transcontinental flights

     * Installing Main Cabin Extra to give customers more leg
       room in the Coach cabin

     * Introduced new travel options and a brand new booking path
       on AA.com offering customers more choices to book
       competitive, round-trip fares, as well as select new
       combinations of products and services customers value most

     Network and Alliances Strategy:

     * American bolstered its network and alliances by expanding
       service from its hubs to the domestic and international
       cities most desirable to high value customers and by
       enhancing existing and forging new strategic partnerships.

     * International Expansion -- American announced new routes
       and expansion into new international markets that have
       strong growth prospects, including:

       * Manaus and Sao Paulo, Brazil; Roatan, Honduras;
         Asuncion, Paraguay; Puebla, Mexico; Bogot , Colombia

       * Dusseldorf, Germany and Dublin, Ireland

       * Seoul, South Korea

     * Joint Businesses -- The continuing maturation of
       American's joint business agreements with IAG, parent of
       British Airways and Iberia, over the Atlantic, and Japan
       Airlines over the Pacific, were instrumental in driving
       unit revenue improvements of 5.9 percent and 9.6 percent
       over the Atlantic and Pacific in 2012, respectively

     * Codeshare -- American expanded its long-standing
       partnership with LATAM Airlines group by embarking on
       codeshare agreements with TAM and LAN Colombia

     * oneworld(R) -- New member airberlin and members-elect
       Malaysia and Qatar Airways will bolster American's network

Reorganization and Special Items:

     * AMR's fourth quarter 2012 results include $350 million of
       net positive reorganization and special items.

     * Of that amount, AMR recognized a $569 million non-cash
       income tax benefit from continuing operations during the
       fourth quarter of 2012 related to gains in Other
       Comprehensive Income

     * The company recognized a $441 million loss in
       reorganization items resulting from certain of its direct
       and indirect U.S. subsidiaries' voluntary petitions for
       reorganization under Chapter 11 on November 29, 2011.
       These items primarily result from estimated claims
       associated with restructuring the financing arrangements
       for certain debt, aircraft leases, as well as professional
       fees

     * The company recognized $58 million in special charges,
       primarily associated with personnel related restructuring
       costs

     * The fourth quarter results also include a $280 million
       benefit from settlement of a commercial dispute

AMR's full year 2012 results include $1.7 billion of net negative
reorganization and special items.

     * Of that amount, the company recognized a $2.2 billion loss
       in reorganization items resulting from certain of its
       direct and indirect U.S. subsidiaries' voluntary petitions
       for reorganization under Chapter 11 on November 29, 2011.
       These items are primarily from estimated claims associated
       with restructuring the financing arrangements for certain
       debt, aircraft leases, and rejecting certain special
       facility revenue bonds, as well as professional fees

     * The company recognized $387 million in special charges,
       primarily associated with personnel related restructuring
       costs

     * As described above, in the fourth quarter, the company
       recognized a $569 million non-cash income tax benefit from
       continuing operations, and a $280 million benefit from a
       settlement of a commercial dispute

                        Capacity Guidance

AMR estimates consolidated capacity in the first quarter of 2013
to be down 1.7 percent versus the first quarter of 2012.

Factors contributing to this estimated reduction in capacity
include the absence of Leap Day in 2013, and progress American has
made in implementing its Main Cabin Extra program removing seats
from the coach cabin.  To date, American has completed the
retrofit of its Boeing 757 and 767 fleets, has completed
approximately half of its 737 fleet, and will commence the
retrofit of the MD-80 fleet in January 2013 with completion
targeted for the second quarter.

As previously reported, American experienced an unusually high
number of pilot retirements in the fall of 2011 that resulted
in capacity reductions for the period November 2011 to February
2012.

Absent the impact of the capacity reductions in January and
February of 2012 due to pilot retirements, consolidated capacity
in the first quarter of 2013 is estimated to be down 3.4 percent
year-over-year.

                First Quarter Unit Costs Guidance

AMR will continue to realize restructuring related savings
and estimates that in the first quarter of 2013, unit costs will
improve year-over-year, despite a capacity headwind due to
consolidated capacity decreasing by 1.7 percent and lapping some
restructuring related savings that impacted the first quarter of
last year.

A full-text copy of AMR Corp.'s financial results for the
quarterly period ended December 31, 2012, is available on Form
8-K with the U.S. Securities and Exchange Commission at
http://is.gd/INiSCE

               CEO: American to Return to Profitability

The Wall Street Journal's Susan Carey and Dow Jones Newswires'
Tess Stynes report that Tom Horton, AMR Corp.'s chairman and chief
executive, said in an interview that the airline expects its cost-
savings initiatives and revenue-enhancement plans to lift the
company's fortunes this year.

AMR reported a fourth-quarter profit aided by some special gains.
The WSJ report relates that, in the first quarter of this year,
Mr. Horton said, "I think we'll be back to profitability,"
assuming fuel prices and the economy cooperate.  He said 2012's
final quarter "capped a very successful year" for AMR as it
essentially completed its financial restructuring and met or
exceeded the goals it set after it filed for bankruptcy-court
protection in late 2011.

The report relates Mr. Horton declined to answer questions about
discussions with US Airways Group Inc. about a possible merger as
the vehicle to take AMR out of Chapter 11 court protection, citing
nondisclosure agreements in place with US Airways, AMR creditors
and other parties.  He said early this month that AMR's evaluation
of that alternative will be concluded within a matter of weeks.

In the latest quarter, AMR swung to a fourth-quarter profit after
recording positive one-time items of $350 million from an income-
tax benefit and the settlement of a commercial dispute.  Still,
the company posted an annual loss of $1.88 billion, mostly on a
net $1.7 billion in reorganization-related and other charges. But
AMR achieved 2012 revenue of $24.9 billion, the highest in its
history, the WSJ report.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Merger Deal May Come in Two Weeks, Sources Say
-----------------------------------------------------------------
Soyoung Kim, writing for Reuters, on Friday reported that four
people familiar with the matter said US Airways Group Inc and
American Airlines parent AMR Corp are in the final stages of
negotiating a merger, with the final price and management
structure still to be resolved.   The two airlines, as well as
AMR's creditors and its bondholders, have focused their efforts in
recent weeks on reaching a merger agreement, and a deal could come
in the next two weeks, the people said on Friday.

AMR's board, which has not made a final decision and still
considers its own restructuring plan as a viable one to revive the
airline, plans to meet on Jan. 28 and 29 to discuss the latest
developments in the negotiations, the people said, according to
Reuters.  Negotiations are continuing and could still fall apart,
but progress has been made toward getting a deal done, the people
said.  An alternative plan for AMR to exit bankruptcy as an
independent company appears a less likely path, they added.

Reuters said all the people asked not to be named because the
matter is not public. US Airways declined to comment. An AMR
spokesman said the carrier cannot comment on the status of the
discussions.  Representatives for AMR's unsecured creditors
committee and its bondholders group were not immediately reachable
for comment.

The sources told Reuters the airlines have a potential structure
for the board of a merged company, which would consist of members
from the existing boards of US Airways and AMR, and those to be
designated by AMR creditors.  Negotiations have now largely come
down to how the equity of the combined company would be split
between shareholders of US Airways and creditors of AMR, and who
will run the merged airline, the sources said.

According to Reuters, people have said US Airways' formal merger
offer made in November, which calls for its chief executive, Doug
Parker, to run the combined airline, proposed that AMR creditors
own 70% of the equity and shareholders of US Airways own the rest.
Sources also have said AMR management led by Chief Executive Tom
Horton believes the airline's creditors should own more than 70%
of the equity in a merged airline.  It also remains unclear if Mr.
Horton and the AMR board would ultimately agree to Mr. Parker
taking the helm.


AMERICAN PETROLEUM: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: American Petroleum of 79th St LLC
        1176 NW 79th Street
        Miami, FL 33150

Bankruptcy Case No.: 13-11681

Chapter 11 Petition Date: January 23, 2013

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

Judge: Robert A. Mark

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

Estimated Assets: $0 to $50,000

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 Richard Chierico, manager.


AMERICAN REALTY: Hearing on Transfer of Venue Reset to Feb. 7
-------------------------------------------------------------
The hearing on Atlantic XIII, L.L.C., Atlantic Midwest, L.L.C.,
David M. Clapper, Atlantic Limited Partnership XII, and Regional
Properties Limited Partnership's request to transfer venue of
American Realty Trust, Inc.'s Chapter 11 case to the Northern
District of Texas has been reset to Feb. 7, 2013, at 10:00 a.m.

Should a hearing on the motion to dismiss be necessary, all
deadlines pertaining thereto will be established by further order
of the Court.

As reported in the TCR on Nov. 7, 2012, the Atlantic Parties are
asking the Bankruptcy Court to dismiss American Realty's Chapter
11 case, asserting that the case was filed in bad faith, or if the
case is not dismissed, to transfer the case to the U.S. Bankruptcy
Court for the Northern District of Texas.

                    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: AlixPartners Approved as Committee Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of American Suzuki Motor Corporation to retain
AlixPartners, LLC as its financial advisor.

As reported in the TCR on Jan. 9, 2013, AlixPartners is expected
to, among other things:

   -- advise and assist the Committee in its analysis and
      monitoring of the Debtor's historical, current and projected
      financial affairs, including without limitation, schedules
      of assets and liabilities, statement of financial affairs,
      periodic operating reports, analyses of cash receipts and
      disbursements and analyses of cash flow forecasts;

   -- analyze the Debtor's business plans, including prospective
      financial statements and the related underlying assumptions
      and support thereto; and

   -- develop periodic monitoring reports to enable the Committee
      to effectively evaluate the Debtor's performance on an
      ongoing basis.

AlixPartners' fee structure is based on the firm's standard hourly
rates:

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

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

                      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 Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

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.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.


AMERICAN SUZUKI: Imperial Capital Approved as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized American Suzuki Motor Corporation, to employ Imperial
Capital, LLC, as investment banker.

As reported in the TCR on Nov. 14, 2012, the Debtors tapped
Imperial Capital as investment banker for purposes of marketing
the Company's assets.

The Debtor will pay the firm an advisory fee of $100,000 for a
minimum of five months, payable in advance, beginning as of
the date of the Engagement Agreement and continuing until the
Debtors' emergence from chapter 11 proceedings or until the
Engagement Agreement is earlier terminated pursuant to its terms.

In the event an auction is conducted where at least one party
other than Suzuki Motor Corporation submits a competing bid, the
Debtor will pay a transaction fee of $2,000,000 upon consummation
of the Transaction.  A Transaction will be deemed to have been
consummated upon the earliest of any of these events to occur:

     (i) the acquisition of a majority of the outstanding common
         stock of the Company by the Buyer;

    (ii) a merger or consolidation of the Company with or into
         the Buyer;

   (iii) the acquisition by the Buyer of substantially all of
         the Company's assets; or

    (iv) in the case of any other Transaction, the consummation
         thereof.

Without regard to whether the Transaction is consummated or the
engagement agreement expires or is terminated, all fees,
disbursements and out-of-pocket expenses incurred by Imperial in
connection with the services to be rendered, will be reimbursed to
Imperial, or paid on behalf of Imperial, promptly as billed.

Imperial was paid a cash deposit of $20,000 against expenses upon
the execution of the agreement.

                      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 Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

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.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.


AMERICAN SUZUKI: PricewaterhouseCoopers Okayed as Tax Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized American Suzuki Motor Corporation to employ
PricewaterhouseCoopers, LLP, as its tax accountant.

PwC is expected to, among other things:

   -- review and prepare the Debtor's U.S. Corporation Income Tax
Return, Form 1120, for the tax year beginning April 1, 2011,
through March 31, 2012, in addition to the applicable state and
local tax returns for the same period; and

   -- provide advice, answers to questions or opinions on tax
planning or reporting matters, including research, discussions,
preparations or memoranda and attendance at meetings relating to
such matters, as mutually determined to be necessary.  In
addition, PwC will provide advice or assistance with respect to
matters involving the Internal Revenue Service or other tax
authorities on an as-needed or as-requested basis.

The Debtors will pay PwC on a fixed fee basis for each tax year.
The fixed fee for the 2012 Tax Year Services is estimated to be
$68,000 and 2013 Tax Year Services will be $78,000.  Prior to
the Petition Date, PwC obtained payment of $23,267 on the 2012 Tax
Year Services and $10,000 on the 2013 Tax Year Services.

   Tax Compliance       Fixed Fee  Amount Paid   Amount to be
   Engagement Letters   Amount     Prepetition   Sought in Fee
   ------------------   ------     -----------   Application
                                                 -------------
2012 Tax Year Services  $68,000    $23,267       $44,733
2013 Tax Year Services  $78,000    $10,000       $68,000

For the tax consulting services, the hourly rates of PwC's
personnel are:

         Partner                           $700 - $975
         Managing Director                 $650 - $800
         Director                          $550 - $715
         Manager                           $475 - $585
         Senior Associate                  $375 - $442
         Associate                         $275 - $319
         Paraprofessional                      $150

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

                      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 Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

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.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.


AMF BOWLING: Projects Plan Confirmation in June
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. expects to confirm a
Chapter 11 reorganization plan in June, according to a filing last
week in U.S. Bankruptcy Court in Richmond, Virginia.

According to the report, AMF has a March 14 auction to learn if
anyone will submit an offer better than the secured lenders'
proposal to swap debt for equity.  The company said it intends to
file a plan "quickly" after the auction.  In the meantime, AMF
wants the bankruptcy judge to extend the exclusive right for
filing a plan by 90 days to June 10.

The plan calls for senior lenders to receive the new stock
together with $150 million cash supplied by a subgroup of the
lenders in the form of a term loan.  A group of the first-lien
lenders are supporting the Chapter 11 case with $50 million in
fresh financing.

                   About AMF Bowling Worldwide

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

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

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

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

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

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

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

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

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


AMPAL-AMERICAN: Trading to be Transferred to the OTCQB Market
-------------------------------------------------------------
Ampal-American Israel Corporation announced that the letter dated
Jan. 17, 2013, from the NASDAQ Listing Qualifications Hearings
Panel has determined to delist the Company's Class A Stock from
The NASDAQ Capital Market.  As a result, the letter stated,
trading of the Class A Stock will be suspended on NASDAQ effective
at the open of business on Tuesday, Jan. 22, 2013.

The Company plans to appeal the determination to the NASDAQ
Listing and Hearing Review Council.  Accordingly, the Company's
shares will not be delisted until the conclusion of the appeal
process, which is expected to take several months.  The Company's
shares are expected to trade on the OTCQB Market during the appeal
process.  It is also expected that the Company's trading symbol
will change to AMPLQ, effective with the open of the market on
Jan. 22, 2013.

The Company filed a petition for Chapter 11 reorganization in New
York in August 2012, and a plan of reorganization has been
proposed by the creditor's committee.  In connection with the
proposed plan of reorganization and its emergence from Chapter 11
bankruptcy, the Company intends to file a new listing application
with NASDAQ for the listing of the Class A Stock and for a series
of preferred stock proposed to be issued upon the Company's
emergence from bankruptcy.

                       About Ampal-American

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Is Being Bled Dry by Lawyers
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Archdiocese of Milwaukee has paid $8.3 million in
professional fees since filing for Chapter 11 protection one year
ago.  The church says it "will be unable to pay its operating
expenses if it continues to pay professional fees" like the court
authorized early in the case.

According to the report, the archdiocese filed papers on Jan. 24
in U.S. Bankruptcy Court in Milwaukee asking the judge to hold a
hearing and allow the bankruptcy to proceed without monthly
payment of most professional fees.

The report relates that according to the filing, operating
expenses range between $1.55 million and $2 million a month.  If
no professional fees were paid, the cash balance this year would
reach a low of $945,000 in February and end the year at
$1.46 million.  If the archdiocese continues paying lawyers at the
previously authorized rate, cash will be depleted by April.

Professional expenses include fees for the church's lawyers and
those for the official creditors' committee representing victims
of clergy sexual abuse.

                  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: Claimants Want Protective Order Lifted
----------------------------------------------------------------
Certain claimants in the Chapter 11 case of the Archdiocese of
Milwaukee ask the U.S. Bankruptcy Court for the Eastern District
of Wisconsin to modify an order dated May 12, 2011, approving a
stipulation regarding confidentiality agreement between the
Archdiocese and the Official Committee of Unsecured Creditors,
and their respective professionals.

The request is made on behalf of all of the survivors represented
by Jeff Anderson & Associates, P.A., including Claimant A-59, who
was sexually abused by Father Jerome Wagner in approximately
1983-84.  The request seeks to have the Protective Order modified
so that all documents regarding Father Wagner can be provided to
the Fond du Lac Police Department and all documents attached to
Affidavit of Michael Finnegan dated July 2, 2012, can be released
to the public.  Father Wagner currently works as a Funeral
Director in Fond du Lac, Wisconsin.  He was a part of the
Archdiocese for decades.

The Protective Order should be modified because there is an
ongoing police investigation into Father Wagner, a former priest
of the Archdiocese, for his alleged sexual abuse of a child
between 1997 and 2001, asserts Jeffrey R. Anderson, Esq., at Jeff
Anderson & Associates, P.A., in St. Paul, Minnesota.  Mr.
Anderson informs the Court that the Fond du Lac Police Department
requested the records from the Archdiocese and it refused to
provide them.  He adds that not only did the Archdiocese refuse,
but it also blamed the Court and the Protective Order as the
reason it couldn't provide the documents.

Mr. Anderson further argues that the police should have these
documents because the Archdiocese has not shown good cause to
maintain the current Protective Order.  He adds that the benefits
of limited modification far outweigh any claimed right the
Archdiocese has to keep the documents secret.

                  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)


ARRIS GROUP: Moody's Assigns 'Ba3' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time corporate
family rating to Arris Group, Inc., Ba3 ratings to Arris's $2.2
billion senior secured debt facilities and an SGL-1 liquidity
rating. The debt will be used to finance Arris's $2.35 billion
acquisition of the Motorola Home business from Google, Inc. Google
will take approximately $300 million in Arris stock as partial
consideration, half of which is expected to be sold to the new
business's largest customer, Comcast Corporation. The ratings
outlook is stable.

Ratings Rationale

The Ba3 corporate family rating reflects the scale (approximately
$4.7 billion in revenues), strong market position, strong cash
flow generating capability and very good liquidity as well as the
expectation of debt to EBITDA levels reaching the low 3's sometime
in 2014 through a combination of debt repayment and operating
improvements. The combined companies are one of the largest
suppliers of network and customer premise equipment for cable and
telco video providers. The rating is considered weakly positioned
in the category however given challenges of integrating the much
larger Motorola Home business, realizing the planned synergies
Arris needs to achieve to reach those leverage levels and the
risks associated with the potential disruption to the business.
Leverage at closing excluding expected synergies is estimated at
close to 5x.

The ratings are also supported by the mid-single digit growth
prospects for the equipment industry. The cable and telco
industries are expected to continue to spend heavily on upgrading
both customer equipment (i.e. set-top boxes and gateways), headend
equipment and software to accommodate increasing bandwidth demands
and a migration to IPTV platforms. Both companies long term
relationships with the cable and telco video providers and
expertise in developing products integrated with the providers'
networks and business models are also key ratings considerations.
These relationships should benefit Arris as the architecture used
in video and data delivery evolves and pressure from non-
traditional equipment and software suppliers increases to offer
integrated web based and traditional video content. Although the
ratings contemplate growth in the combined companies, pricing and
competitive pressure could mute growth or potentially drive modest
declines in overall revenues. Despite pressures on the customer
premise equipment business, the higher margin network equipment
business is expected to remain strong.

The stable outlook is based on Moody's expectations of Arris
achieving significant synergies and making significant reductions
in debt in 2013. The ratings could face downward pressure if
revenues decline in this period, the company is unable to make
planned synergies or reduce leverage, particularly if leverage is
not on track to get to well below 4x by mid-2014. Given the
hurdles faced in integrating the businesses, an upgrade is
unlikely in the near term.

The Speculative Grade Liquidity SGL-1 rating reflects very good
liquidity based on over $300 million of cash at closing and
approximately $200 million of free cash flow over the next year.
Cash levels are expected to remain well above $200 million despite
restructuring payments and potentially calling $232 million of
convertible notes in late 2013 . Liquidity is also supported by an
undrawn $250 million revolver due 2018.

The debt instrument ratings were determined using Moody's Loss
Given Default Methodology. The senior secured debt's Ba3 rating is
the same as the corporate family rating given the secured debt
represents the preponderance of the capital structure.

Issuer: Arris Group, Inc.

  Assignments:

     Corporate Family Rating, Assigned Ba3

     Probability of Default Rating, Assigned Ba3-PD

     Speculative Grade Liquidity Rating, Assigned SGL-1

     US$1000M Senior Secured Bank Credit Facility, Assigned Ba3,
     LGD3, 42 %

     US$925M Senior Secured Bank Credit Facility, Assigned Ba3,
     LGD3, 42 %

     US$250M Senior Secured Revolving Bank Credit Facility,
     Assigned Ba3, LGD3, 42 %

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

Arris Group, Inc. is a leading provider of equipment to the cable
and telco video carrier industry. Arris is headquartered in
Suwanee, GA.


ATLANTIC BROADBAND: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlantic Broadband Finance LLC to 'BB-' from 'B+' and
removed that rating from CreditWatch, where it was placed with
positive implications on July 20, 2012, when Cogeco disclosed its
agreement to purchase the company.  The outlook is stable.  That
rating incorporates a stand-alone credit profile of `b+' plus one
notch of uplift based on the potential for minimal credit support
from Cogeco Cable Inc. in the event that Atlantic Broadband were
to face financial duress.  However, S&P do not anticipate that
Cogeco would ultimately intercede to prevent an Atlantic Broadband
default.

At the same time, S&P lowered the issue-level rating on an
aggregate $710 million of secured credit facilities of
Acquisitions Cogeco Cable II L.P. and Atlantic Broadband (Penn)
Holdings Inc. to `BB' from `BB+' and removed that rating from
CreditWatch, where it was placed with negative implications on
Dec. 21, 2012.  The recovery on those secured facilities remains
at '2'.

"The ratings on Atlantic Broadband Finance LLC incorporate a
'highly leveraged' financial risk profile which largely
overshadows its 'satisfactory' business risk profile," said
Standard & Poor's credit analyst Richard Siderman.  Atlantic
Broadband provides traditional pay television along with
the other components of its "triple-play" offering, high speed
data, and telephone in its four East Coast operational clusters.
Canadian cable operator Cogeco Cable Inc. (BB+/Watch Neg/--)
purchased Atlantic Broadband for approximately $1.4 billion on
Nov. 30, 2012, and the rated Cogeco credit facilities provided
about half of the acquisition funding.

The 'BB-' corporate credit rating on Atlantic Broadband reflects
S&P's view of a 'b+' stand-alone credit profile plus one notch of
rating uplift based on S&P's view of potential, but minimal,
credit support from Cogeco.  However, S&P do not anticipate that
Cogeco would ultimately intervene to prevent an Atlantic
Broadband bankruptcy.

The stable outlook is underpinned by the good revenue visibility
of Atlantic Broadband's largely subscription-based cable business.
S&P expects some expansion in RGUs and the commercial services
segment to support low-single-digit revenue growth in 2013
notwithstanding likely modest erosion of basic customers.
However, S&P do not believe that operational performance will
improve sufficiently over the next 12 months to enable the company
to reduce debt leverage to the sub-5x level which, in conjunction
with a financial policy to maintain that metric, would warrant
consideration of a rating upgrade.  Conversely, given the
characteristically predictable nature of cable revenues, S&P do
not expect the company's performance to deteriorate during 2013 to
levels that would elevate debt leverage to over 7x and weaken
funds from operation to debt to the single digits on a consistent
basis, metrics that would not support the current rating.


ATP OIL: 7 Members of Official Equity Owners Committee
------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, appointed seven
persons to serve in the Official Committee Of Equity Security
Owners in the Chapter 11 case of ATP Oil & Gas Corporation.

The appointment is in response to the Nov. 6, order directing the
U.S. Trustee to appoint an official committee of equity security
holders.

The Committee comprises of:

      1. George O. McDaniel, III
         4 Pinehill Lane
         Houston, Texas 77019
         E-mail: tabletopfish@msn.com

      2. Gary Herman, managing member
         Strategic Turnaround Equity Partners Lp (Cayman)
         c/o Galloway Capital Management, LLC
         720 Fifth Avenue, 10th Floor
         New York, NY 10019
         Tel: (212) 247-0581
         E-mail: gherman@gallowaycap.com

      3. Edward F. Heil
         202 St. Michel Ct.
         Oak Brook, IL
         Tel: (630) 323-4772
              (305) 439-1545 (c)

      4. George Reed IV
         68 Woodhill Road
         Bow, New Hampshire 03304
         Tel: (603) 224-5400
         E-mail: GReedIV@aol.com

      5. Walnut Forest Lane
         Spring, TX 77388
         Tel: (281) 799-4556
         E-mail: ed.griffin13@yahoo.com

      6. Jeffrey Eppink
         12301 Donaldson Court
         Fairfax, VA 22033
         Tel: (703) 861-4189
         E-mail: JeffEppink@aol.com;

      7. Ross Gordon
         234 Michelle Lane
         Alamo, CA 94507
         Tel: (925) 831-1667
         Fax: (925) 743-1883
         E-mail: caseyweb@yahoo.com

                           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.


AVANTAIR INC: Sportech Managing Director Appointed COO
------------------------------------------------------
Avantair, Inc., has named David Haslett, a veteran finance and
customer service executive, as its new Chief Operating Officer.

Mr. Haslett was previously Managing Director of Sportech Racing
since May 2000 and was responsible for leading its sales,
operations, research and development, engineering and purchasing
activities.  Prior to joining Sportech Racing, Mr. Haslett was
Managing Director, Racecourse Division of the Horserace
Totalisator Board in the United Kingdom from 1996 to 2000.

Mr. Haslett will be responsible for day-to-day performance of the
Company, focusing on customer service and satisfaction.  He will
also focus on the Company's key financial and performance metrics
and be responsible for enhancing the efficiency and effectiveness
of the Company's infrastructure.  His appointment is effective
immediately.

As Chief Operating Officer, Mr. Haslett will report directly to
Steven Santo, chief executive officer.  At Avantair, flight
operations and aviation management are under the direct
supervision of CEO Steven Santo, Director of Operations Walter
Garner, and Senior Vice President of Safety, Quality and
Compliance David Cann.

"David brings to our executive team deep experience in customer
engagement strategies and strong fiscal leadership which will be
central as we invigorate our customer programs," said Steven
Santo.  "His arrival is part of our ongoing effort to position
Avantair for the future and complements the recent positive
organizational changes we made in the safety, compliance and
flight operations departments within the company."

Most recently, Mr. Haslett was Managing Director of Sportech
Racing, a global leader in the sport and gaming industry.  At
Sportech, he was responsible for the company's worldwide P&L and
led sales, operations, R&D, engineering and purchasing.  Prior to
joining Sportech, Mr. Haslett was the Managing Director of the
Horserace Totalisator Board in the UK.  He served previously as
Assistant General Manager of the Totalisator Agency Board in South
Africa and is a native of South Africa.

As Chief Operating Officer, Mr. Haslett will be paid an initial
annual base salary of $280,000 and will be eligible to receive an
additional one time cash payment of $70,000 six months from the
commencement of his employment based on his performance.  In
addition, on Jan. 21, 2013, Mr. Haslett received 175,000 shares of
restricted stock of the Company of which one-half of the shares
will vest on Jan. 21, 2014, and the remaining one-half of the
shares will vest on Jan. 21, 2015, subject to Mr. Haslett's
continued employment with the Company.

Bylaws Amendment

On Jan. 22, 2013, the Board of Directors of the Company adopted
the Fourth Amended and Restated By-Laws of Avantair, Inc.  The
Restated By-Laws provide for the new position of Lead Director,
which was not included in the Company's previous bylaws.  The
Restated By-Laws amend the Company's previous bylaws, primarily to
provide that:

   * The Lead Director, among other persons, may call special
     meetings of the stockholders;

   * The Lead Director will act as chairman of meetings of the
     stockholders in the absence of the Chairman of the Board of
     Directors;

   * The independent directors will select one of their members to
     be Lead Director during all times that the Chief Executive
     Officer of the Company also serves as Chairman of the Board
     of Directors;

   * The Lead Director will coordinate the activities of the other
     non-management directors, consult with the Chairman of the
     Board of Directors to determine the agenda for meetings of
     the Board of Directors, and perform all other duties and
     exercise all other powers which may be delegated to the Lead
     Director by the Board of Directors; and

   * The Lead Director will preside over meetings of the Board of
     Directors in the absence of the Chairman of the Board of
     Directors.

Chairman Appointment

Effective Jan. 22, 2013, the Board of Directors of the Company
appointed Steven Santo as Chairman of the Board of Directors.  Mr.
Santo has served as Chief Executive Officer and a director since
2003 and succeeds Robert Lepofsky, who will remain a director of
the Company.  Mr. Santo will not receive any additional
compensation for his role as Chairman of the Board.

In addition, effective Jan. 22, 2013, the Board of Directors of
the Company appointed Lorne Weil, a director of the Company, as
Lead Director.  Mr. Weil has served as a member of the Company's
Board of Directors since 2010.  Mr. Weil will not receive any
additional compensation for his participation as Lead Director.
Upon Mr. Weil's appointment as Lead Director, effective Jan. 22,
2013, Clinton Allen resigned in his capacity as Vice Chairman of
the Board of Directors.  Mr. Allen will remain a director of the
Company.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Sept. 30, 2012, showed
$84.22 million in total assets, $122.83 million in total
liabilities, $14.82 million in series A convertible preferred
stock, and a $53.43 million total stockholders' deficit.


AXION INTERNATIONAL: Touts Decreased Net and Operating Net Loss
---------------------------------------------------------------
Axion International Holdings, Inc., mailed a letter dated Jan. 24,
2013, to its shareholders from the Company's President and Chief
Executive Office, announcing that the Company has advanced from a
company in the product development, proof-of-concept stage to a
company delivering solid growth towards profitability.

"We are very pleased with our financial trends that show increased
revenues and decreased operating and net loss," Steven Silverman,
Presidend and CEO, said. " The investments we have made, and
continue to make, in product development, manufacturing, marketing
and sales are aimed at building a more valuable company for our
shareholders," he added.

Axion has built an active sales pipeline of 65 sales opportunities
with 43 potential customers as of the end of the third quarter of
2012.   In the first three quarters of 2012 the Company shipped
products to 15 new customers and received repeat orders from 10
customers.

"AXION is now entering its most exciting time of growth.  We have
in place the requisite corporate and operational infrastructure to
bring to market a phenomenal product line which is a technological
breakthrough in green building materials.  We are positioned to
grow into a market dominant leader in composite building
materials.  My team and I look forward to delivering upon our
commitment to our shareholders, our customers, our industry, and
the environment," Mr. Silverman related.

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

                        http://is.gd/KA3Kca

                      About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.


BERRY PLATICS: Amends Fiscal 2012 Annual Report
-----------------------------------------------
Berry Platics Group, Inc., has amended its annual report on Form
10-K for the fiscal year ended Sept. 29, 2012, filed with the U.S.
Securities and Exchange Commission on Dec. 17, 2012, to amend Part
III, Items 10 through 14 of the Original Report to include
information previously omitted from the Original Report in
reliance on General Instructions G to Form 10-K, which provides
that registrants may incorporate by reference certain information
from a definitive proxy statement filed with the SEC within 120
days after the end of the fiscal year.  The Company has also
amended Part IV, Item 15 of the Original Report to include certain
exhibits.

The Amendment No. 1 to the Original Report does not amend, update
or change any other items or disclosures in the Original Report
and does not purport to reflect information or events subsequent
to the filing.

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

                        http://is.gd/JnawcS

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Sept. 29, 2012, showed
$5.10 billion in total assets, $5.55 billion in total liabilities,
$23 million in redeemable shares, and a $475 million total
stockholders' deficit.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIG M INC: Owner's Loan Requires Sale Within Six Months
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although retailer Big M Inc. has a $13.2 million loan
to operate while in Chapter 11 reorganization, the financing is a
double-edged sword.

According to the report, the loan, given final approval on Jan. 24
by the U.S. Bankruptcy Court in Newark, New Jersey, requires that
Big M either confirm and implement a reorganization plan or
complete a sale of the business by early July.  If the operator of
129 women's clothing stores goes the plan route, the loan
agreement requires filing the plan by early April.

Mr. Rochelle notes that realistically, filing a plan so quickly
with consent from the lender is a major undertaking unless a buyer
appears soon willing to acquire the business through a traditional
reorganization.

The loan includes a $3.2 million term loan and a $10 million
revolving credit.  The loan is provided by Salus Capital Partners
LLC, the lender on the revolving credit before bankruptcy.  There
was no debt outstanding on the Salus loan when bankruptcy began.

                            About Big M

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

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

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

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


BION ENVIRONMENTAL: Benefits of Competitively-Bid RFP Released
--------------------------------------------------------------
Bion Environmental Technologies, Inc., announced that on January
22 the Pennsylvania Legislative Budget and Finance Committee
published a study detailing the economic and environmental
benefits that would result from the implementation of a
competitively bid, request for proposal (RFP) program for nitrogen
reductions to fulfill Pennsylvania's obligations under the US EPA-
mandated Chesapeake Bay Total Maximum Daily Load (CB TMDL).  Links
to both the full report and a summary are available on the
homepage of Bion's Web site at www.biontech.com.

The study demonstrates that such a RFP program would result in
dramatically lower cost compliance with Pennsylvania's
requirements under the CB TMDL and would also provide a host of
additional environmental and economic benefits to Pennsylvania's
interior freshwater resources and communities.

The report (which references Bion in numerous places) concluded
that:

(1) Adoption of the competitively-bid RFP program would reduce
    Pennsylvania's Chesapeake Bay nutrient reduction compliance
    costs by up to 80% through the purchase of verified nitrogen
    reductions from all public and private sector sources,
    including technology providers such as Bion.  The report
    estimates that adoption of a competitive RFP program for
    nitrogen reductions would result in reducing Pennsylvania's
    compliance expenditures from a projected cost of $628M to
    $110M in 2015 and from $1.7B to $250M in 2025.  The report
    further concludes that absent the implementation of cost-
    cutting measures, Pennsylvania's compliance with the
    stormwater and agricultural reduction mandates in the CB TMDL
    standard is at risk as there is insufficient funding available
    to comply under today's existing cost structure.  The CB TMDL
    was established by the US EPA to protect and restore the Bay
    after decades of decline in water quality and aquatic life due
    to excess nitrogen from the surrounding watershed.

(2) The use of verified nitrogen reductions from agricultural (and
    primarily livestock) sources to achieve CB TMDL compliance
    will generate substantial economic and environmental benefits,
    well beyond the cost savings of the CB TMDL compliance itself.
    These ancillary benefits are in the form of increased
    agricultural investments and significant improvements to the
    State's local fresh water resources.

(3) Adoption would significantly reduce nitrogen and phosphorous
    impacts to local freshwater resources such as streams, lakes
    and groundwater, thereby reducing long term freshwater quality
    compliance costs.  These local reductions would be a by-
    product of achieving Chesapeake Bay reductions since it
    requires (on average) the upstream reduction of two to five
    pounds of nitrogen and as much as twenty pounds of phosphorous
    to achieve a one pound reduction of these nutrients to the
    Chesapeake Bay.  The long term economic value and
    environmental benefits to interior freshwater sources could
    well be greater than the downstream estuary cost savings and
    benefits.

The study's conclusions support adoption of a competitive bidding
platform for nitrogen reductions as a cost-effective solution to
the high costs facing state and local tax and rate payers.  The
study also demonstrates that this strategy would provide tangible
environmental, economic, quality of life and health benefits to
those upstream rural communities which have shouldered much of the
economic cost of downstream nutrient reductions, with little or no
benefit to their local communities.

Pennsylvania is 'ground zero' in the long-standing clean water
battle between agriculture and the further regulation of
agriculture relative to nutrient impacts.  The ability of Bion and
other technology providers to achieve verified reductions from
agricultural non-point sources can resolve the current stalemate
and enable a constructive solution that benefits all stakeholders,
providing a mechanism that ensures that taxpayer funds will be
used to achieve the most beneficial result at the lowest cost,
regardless of source.  All sources, point and non-point, rural and
urban, will be able to compete for tax payer-funded nitrogen
reductions in a fair and transparent process; and since payment
from the tax and rate payers will now be performance-based, these
providers will be held financially accountable.

The overwhelming environmental, economic, quality of life and
public health benefits to all stakeholders in the watershed, both
within and outside of Pennsylvania, make the case for adoption of
the strategies outlined in the study not an issue of 'if', but of
'when and how'.  The adoption of a competitive procurement program
will significantly impact technology providers that can deliver
verified nitrogen reductions, such as Bion, by allocating existing
tax- and rate payer clean water funding to low cost solutions
based upon a voluntary and transparent procurement process.

Integration of a competitively-bid nutrient reduction program to
achieve the goals for the Chesapeake Bay watershed can also
provide a working policy model and platform for other states to
adopt that will enhance their efforts to comply with both current
and future requirements for local and federal estuarine
watersheds, including the Mississippi River/Gulf of Mexico, the
Great Lakes Basin and other nutrient-impaired watersheds.

On Jan. 22, 2013, the Company placed a high definition video of
the presentation of Craig Scott, Bion's Vice President - Capital
Markets, "NINE" - Noble Financial Capital Markets' Ninth Annual
Equity Conference and a copy of the presentation materials have
been placed on the Company's Web site, www.biontech.com.  The
webcast will be archived on Bion's Web site for 90 days.

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$8.26 million in total assets, $9.72 million in total liabilities,
$19,900 in Series B Redeemable Convertible Preferred
stock, and a $1.47 million total deficit.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.


BOSTON GENERATING: US Power Contends Lawsuit Is 'Implausible'
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that US Power Generating Co. and affiliate Astoria
Generating Co. LP filed another set of papers explaining why the
lawsuit by creditors of power producer Boston Generating LLC is
"implausible" and therefore should be dismissed.

The report relates that according to US Power, the creditors' suit
is based on the notion that Bos Gen became insolvent as the result
of a recapitalization in 2006 where more debt was incurred. U S
Power says it "strains credulity and defies common sense" to say
there was immediate insolvency when Bos Gen "continued as a multi-
billion dollar viable enterprise for nearly four years
thereafter."  As another indication of solvency, US Power points
to a merger that took place later with a third party that
evidently didn't believe Bos Gen was insolvent.

The report recounts that Bos Gen filed for Chapter 11
reorganization in August 2010 and sold its five Boston-area power
plants in January 2011 to Constellation Energy Group Inc.  From
the sale and other payments, first-lien secured lenders with
$1.142 billion in claims received a nearly full recovery.  A
reorganization plan was approved later that year where the
recovery by unsecured creditors would depend largely on the
success of lawsuits.

The Bloomberg report points out that one of the lawsuits by the
creditors' liquidating trust is the one US Power and Astoria are
now asking the bankruptcy judge in New York to dismiss because the
allegations are "implausible."

With final papers US Power filed last week, it befalls U.S.
Bankruptcy Judge Shelley C. Chapman to decide if the complaint
contains enough facts on its face to survive, at least for the
time being.

The lawsuit is Jalbert v. US Power Generating Co. (In re Boston
Generating LLC), 12-01848, U.S. Bankruptcy Court, Southern
District New York (Manhattan).

                      About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 10-14419) on Aug. 18, 2010.  Boston Generating estimated
its assets and debts at more than $1 billion as of the Petition
Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors tapped the law firm
of Jager Smith P.C. as its counsel.


BRIER CREEK: Court Rules on Objection to Bank of America Claims
---------------------------------------------------------------
Brier Creek Corporate Center Associates Limited Partnership, et
al., filed limited objections to the claims filed by Bank of
America, N.A.  The Debtors assert that there are some aspects of
Bank of America's claims that must be determined to allow
formulation of a plan and disclosure statement.  The Debtors
request a court determination as to the five components of Bank of
America's claims: (1) principal; (2) interest; (3) attorneys'
fees; (4) expenses charged to the debtors, other than attorneys'
fees; and finally, (5) late fees.

On Oct. 13, 2011, the Debtors and other affiliated entities filed
a complaint in state court alleging 15 claims for relief against
Bank of America relating to certain loans made by Bank of America
to the Debtors.  On Jan. 13, 2012, Bank of America responded to
the complaint by denying liability as to all 15 claims and
asserting counterclaims against the Plaintiffs.

Following the Debtors' bankruptcy filing, Bank of America filed
proofs of claim against all Debtors.   On May 7, 2012, the
Plaintiffs removed the state court case to the U.S. Bankruptcy
Court for the Western District of North Carolina.  By an order
entered on June 18, 2012, the case was transferred to the
Bankruptcy Court resulting in the initiation of an adversary
proceeding on June 19, 2012 (No. 12-00121-8-SWH).

In a Jan. 18 order available at http://is.gd/jdkQ6Efrom
Leagle.com, Bankruptcy Judge Stephanie W. Humrickhouse ruled that
the outstanding principal balance owed by each Debtor to Bank of
America as of the petition date is:

     Brier Creek Corporate Center      $9,704,729.51
     Brier Creek Office #4            $15,374,523.03
     Brier Creek Office #6            $16,229,863.65
     Service Retail at Brier Creek     $4,754,049.10
     Service Retail at Whitehall       $1,863,102.15
     Shopton Ridge                     $4,937,596.22
     Whitehall Corporate Center #4    $23,403,777.29
     Whitehall Corporate Center #5    $14,778,393.81
     Whitehall Corporate Center #6    $14,206,780.21

The Debtors do not dispute the amount of outstanding principal
balance owed to Bank of America as set forth in the bank's proofs
of claim, although they did request an order setting out what
those amounts are.

The dispute over the interest component in Bank of America's
claims relates to whether the interest should have been calculated
at the contract or default rate.  The Court said the resolution of
this issue necessarily depends on the outcome of the Adversary
Proceeding where the existence and timing of default will be
determined.  The  court, therefore, will not decide which rate is
appropriate in this order. But since the debtors do not dispute
Bank of America's computation of interest at the contract rate, if
the contract rate is to be applied, the court finds that amount as
of the petition date to be $5,096,214.39.  Likewise, the debtors
do not dispute Bank of America's computation of interest at the
default rate through September 2, 2011, and the Court finds that
if the default rate is appropriate, that interest component
through Sept. 2, 2011, is $6,327,037.99.

The Debtors object to Bank of America's claims to the extent that
they each include attorneys' fees in the amount of 15% of the
outstanding balance of the debt at the time of the alleged
default.

During the hearing, Bank of America submitted evidence that it was
charged $243,013.80 in pre-petition attorneys' fees and expenses
by Ellis & Winters, LLP.  The Debtors do not dispute the
reasonableness of these fees.  Bank of America omitted, however,
the amount of fees and costs charged by Troutman Sanders, LLP, its
non-bankruptcy counsel.  The Court allowed Bank of America to
supplement the record with evidence of such fees.

On Dec. 17, 2012, Bank of America filed its supplement to the
record including billing invoices indicating that Troutman Sanders
had charged $79,360.47 in pre-petition fees and costs.  On Dec.
26, 2012, the Debtors also supplemented the record to state they
did not dispute the reasonableness of either the Troutman Sanders
or Ellis & Winters fee.

The Court concludes the fees of Ellis & Winters and Troutman
Sanders actually incurred by Bank of America are reasonable and
below the maximum imposed by N.C. Gen. Stat. Sec. 6-21.2(1).  Tthe
Court will not apply subsection (2) of Sec. 6-21.2, but will base
its award of attorneys' fees on actual fees incurred.  However, a
determination of the specific amount of the attorneys' fees
component of Bank of America's claims, if any, will be deferred
until the existence and date of default is decided in the
Adversary Proceeding.

Brier Creek Corporate Center objects to the calculation of a late
fee assessed against it by Bank of America for a payment due on
March 31, 2011.  Brier Creek Corporate Center failed to make a
$1,000,000 payment on or within 15 days after March 31, 2010, to
Bank of America as required by the note.  Bank of America assessed
a fee against the Debtor for $40,000 pursuant to the note's late
charge provision.  On March 31, 2011, the Debtor again failed to
make the payments as required by the terms of the note.  Bank of
America then assessed a fee against the Debtor for $100,000, or 4%
of the $2,500,000 that became due on March 31, 2011.

The Debtor argues that the fee of $100,000 assessed for the missed
payment due on March 31, 2011 amounted to double-charging.

Bank of America responds by arguing that it properly calculated
the late charge fees in accordance with the terms of the note.
The note provides that failure to make the payment within the time
specified requires the Debtors to pay a late charge equal to 4% of
"the amount of such payment."

The Court agrees with Bank of America.  The Court said Bank of
America was entitled to assess a late charge in the amount of
$100,000 for the payment due on or within 15 days of March 31,
2011, if the existence and timing of default is established in the
Adversary Proceeding.

The Debtors argue that, depending on the outcome of the Adversary
Proceeding, Bank of America may not be entitled to certain
expenses associated with appraisals obtained by the bank prior to
the petition date.  The parties' Construction Loan Agreement and
the Acquisition and Site Work Improvement Loan Agreement each
contain a provision addressing the costs related to such
appraisals.

The Debtors submitted an exhibit  at the hearing which indicated
that the total cost of the appraisals ordered by Bank of America
is $123,440.  The Exhibit also indicates that the cost of
appraisals for which the debtors are responsible if there were no
Defaults or Events of Default is $54,490.  Bank of America did not
dispute the accuracy of the Exhibit and the Court adopts those
amounts as the appropriate appraisal cost component of Bank of
America's claims, dependent upon the determination of the
existence and timing of default in the Adversary Proceeding.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related entities affiliates filed for Chapter 11 protection
(Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The
Debtors own real property located in Wake County, North Carolina
and Mecklenburg County, North Carolina.  In most instances, the
real property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors's cases and all of the cases are now being
jointly administered for procedural purposes only.


BUSINESS DEVELOPMENT: Files for Chapter 11 in San Jose
------------------------------------------------------
Business Development and Management Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-50418) in San
Jose, California.

Santa Clara, California-based Business Development estimated
assets of at least $10 million and liabilities not exceeding
$10 million.

There's a meeting of creditors on Feb. 20, 2013, at 10:30 a.m. at
San Jose Room 268.  The meeting, which is required under Section
341(a) of the Bankruptcy Code, offers creditors a one-time
opportunity to examine a bankrupt company's representative under
oath about its financial affairs and operations that would be of
interest to the general body of creditors.

Creditors are required to submit proofs of claim by May 21, 2013,
according to the docket.

The Debtor is represented by The Law Office of Linda Voss, in San
Mateo, California.


BUSINESS DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Business Development and Management, Inc.
        111 North Market Street, Suite 300
        San Jose, CA 95113

Bankruptcy Case No.: 13-50418

Chapter 11 Petition Date: January 25, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Linda Voss, Esq.
                  LAW OFFICES OF LINDA VOSS & ASSOCIATES
                  1900 S. Norfolk Street, #300
                  San Mateo, CA 94403
                  Tel: (650) 576-2545
                  E-mail: lzvoss@pacbell.net

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 Vannesa Ly, managing director.


CARL'S PATIO: Wins Interim Approval of DIP Financing
----------------------------------------------------
Carl's Patio, Inc., and its affiliates won an interim order
allowing them to obtain DIP financing from existing lender, Fifth
Third Bank.

The bankruptcy judge will convene a final hearing to consider
approval of the DIP financing on Feb. 5, 2013 at 12:30 p.m.
Objections are due Feb. 4, 2013.

As reported in the Jan. 23, 2013 edition of the TCR, Fifth Third
has agreed to provide a line of credit facility in an aggregate
amount of $3,701,902, of which $1,516,008 will be available upon
entry of an interim approval of the DIP financing.  The DIP
facility will mature on March 8, 2013.

The Debtors will be permitted to use cash collateral.  The Debtors
will grant Fifth Third replacement liens and superpriority claims
as adequate protection.

The Debtors said in their motion they will seek final approval of
the DIP Credit Agreement, including a lien on avoidance actions
and a release and waiver of certain rights in favor of Fifth Third
that are conditions precedent to further draws on the DIP Credit
Agreement, at a subsequent final hearing.

The DIP facility contains sale milestones:

   * a Feb. 4, 2013 deadline to obtain approval of the bidding
     procedures;

   * a March 4, 2013 deadline to obtain approval of the sale of
     the assets;

   * a March 8, 2012 deadline to close the sale.

Fifth Third will have the right to "credit bid" the amount of its
claims during any sale of substantially all of the Debtors'
assets.

                        About Carl's Patio

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

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

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


CARL'S PATIO: Amends List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Carl's Patio, Inc., and its affiliates filed an amended
consolidated list of creditors holding 20 largest unsecured
claims.  The new list provides for slight increases to the claim
amounts for trade creditors Les Jardins and Brown Jordan, hikes
Rogers Cushions R31's trade claim from $62,718 to $76,591, and
increases a trade debt owed to Galtech from $53,865 to $61,188:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Woodard                            Trade Debt           $2,168,380
3401 W. Trinity Boulevard
Grand Prairie, TX 75050

Jeff Baker                         Executory Contract -   $950,000
6810 North State Road 7            Consulting
Coconut Creek, FL 33073

Weinberg Bell                      Subordinate Loan       $699,649
5005 Rockside Road, Suite 110
Cleveland, OH 44131

Carls Furniture, Inc.              Seller Financing       $500,000
6810 North State Road 7            Note
Coconut Creek, FL 33073

Lloyd/Flanders                     Trade Debt             $444,746
3010 Tenth Street
P.O. Box 550
Menominee, MI 49858

Woodard Landgrave                  Trade Debt             $440,669
401 W. Trinity Boulevard
Grand Prairie, TX 75050

Krebs, LLC                         Landlord               $183,001

Internal Revenue Service           Taxes                  $154,943

Kohrman Jackson & Krantz           Professional Services  $140,214

Les Jardins                        Trade Debt             $107,082

Brown Jordan                       Trade Debt              $83,954

Agio                               Trade Debt              $83,827

Tigers Global Logistics            Executory Contract -    $77,391
                                   Delivery

Rogers Cushions R31                Trade Debt              $76,591

Galtech                            Trade Debt              $61,188

Howard Wershbale & Co.             Professional Services   $54,825


Gloster                            Trade Debt              $51,588

Agoura Design                      Landlord                $48,363

Design Center of the Americas      Landlord                $47,767

Century Patio                      Trade Debt              $45,347

                        About Carl's Patio

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

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

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


CARL'S PATIO: Section 341(a) Meeting Scheduled for Feb. 27
----------------------------------------------------------
The U.S. Trustee will hold a meeting of creditors on Feb. 27,
2013, at 10:00 am, at J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, DE 19801, 5th Floor, Room 5209.

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 Carl's Patio

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

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  The petitions were signed by Jason
Katz, authorized representative, secretary and treasurer.
Bayard, P.A., serves as the Debtors' counsel.  Alliance Management
acts as the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims and noticing agent.

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


CCC ATLANTIC: Has Interim Access to Cash Collateral Until Feb. 6
----------------------------------------------------------------
The Bankruptcy Court authorized, on an interim basis, CCC
Atlantic, LLC, to use cash collateral of Wells Fargo Bank, N.A.,
as trustee for the registered holders of Credit Suisse First
Boston Mortgage Securities Corp. Commercial Pass-Through
Certificates, Series 2007-05, and Capmark Bank until Feb. 6, 2013.

The Debtor is obligated to the Lenders for a loan in the original
principal amount of $41,000,000, which was subsequently split into
an "A Note", currently held by the Trust, and a "B Note",
currently held by Capmark.  The obligations are secured by a
mortgage on the Debtor's property located in Linwood, New Jersey
and an assignment of leases and rents, which were subsequently
assigned to the Trust on Nov. 27, 2007.

As of the Petition Date, the Trust asserts that the Debtor was
indebted to (i) the Trust on account of the A Note in an amount
not less than $36,900,000 in principal, $3,181,784.50 in accrued
and unpaid interest, plus other fees, expenses and late charges
not less than $156,053.17 and (ii) Capmark on account of the B
Note in an amount not less $4,100,000 in principal, $353,531.61 in
accrued and unpaid interest, plus other fees, expenses and late
charges not less than $16,812.  The Debtor contends that the
obligations currently amount to $41 million and that it is in
default under the terms of the Loan Agreement, and thus, the
Lenders are not entitled to late fees, attorneys' fees or interest
at the default rate.

A final hearing on the motion to use cash collateral will be held
on Feb. 6, 2013, at 11:00 a.m.

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.


CENTRAL EUROPEAN: Mark Kaufman Wants Compulsory Annual Meeting
--------------------------------------------------------------
Mark Kaufman intends to file a complaint with the Delaware Court
of Chancery to compel Central European Distribution Corporation to
hold an Annual General Meeting at the earliest possible date,
according to a regulatory filing with the SEC.

CEDC has not held an Annual General Meeting since May 19, 2011,
and has not yet announced a date for its next Annual General
Meeting.

In Mr. Kaufman's letter dated Jan. 16, 2013, to the investors,
Chairman of the Board of Directors and members of the Board of
Directors of CEDC, he wrote that in the event that the Board does
not publicly announce within 10 days (or by Jan. 26, 2013) that it
will hold an Annual General Meeting within a reasonably prompt
timeframe, he intended to apply to the Delaware Court of Chancery
for a summary order compelling CEDC to hold such a meeting at the
earliest possible date.

This reasonable timeframe of 10 days has expired, and Mr. Kaufman
has yet to hear any response from CEDC.

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CEREPLAST INC: Ironridge to Resell 49 Million Common Shares
-----------------------------------------------------------
Cereplast, Inc., filed a Form S-1 registration statement with the
U.S. Securities and Exchange Commission relating to the sale of up
to 49,022,252 shares of common stock of the Company by Ironridge
Technology Co.  The Company will not receive any proceeds from the
resale of shares of the Company's common stock by the selling
stockholder.

The Company's common stock currently trades on the OTCQB under the
symbol "CERP."  On Jan. 24, 2013, the last reported sale price for
the Company's common stock on the OTCQB was $0.03 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/2BWGJD

                          About Cereplast

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

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

                         Bankruptcy Warning

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

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

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

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

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

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

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

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

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

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

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


CINCINNATI BELL: Fitch Affirms 'B' IDR, Off Rating Watch
--------------------------------------------------------
Fitch Ratings has affirmed Cincinnati Bell Inc.'s 'B' Issuer
Default Rating (IDR) and the ratings assigned to its related
securities. The ratings have been removed from Rating Watch
Evolving, and a Stable Rating Outlook has been assigned. In
addition, Fitch has assigned a 'BB/RR1' rating to CBB's $200
million senior secured revolving credit facility due 2017.

Fitch had placed the ratings on Rating Watch Evolving in
February 2012 when CBB stated it would evaluate alternatives for
its data center business. The Rating Watch Evolving reflected
uncertainty at that time regarding CBB's credit profile following
the conclusion of its strategic evaluation. The company's options
implied a wide range of potential capital structure outcomes,
including the potential delevering of the communications business.
On Jan. 18, 2013, a partial IPO of CyrusOne, Inc. was completed,
with CyrusOne raising approximately $360 million in proceeds
(before fees and expenses) to fund its growth initiatives. In late
2012, CyrusOne had repaid approximately $480 million of
intercompany debt (through its own note offering) owed to CBB,
which in turn used the proceeds to reduce external debt.

Sensitivity/Rating Drivers

-- Expectations for the company's wireline and wireless
    businesses on a stand-alone basis and excludes the
    operations or debt associated with its partially owned
    data center business;

-- The communications business is expected to have relatively
    high, albeit stable leverage at 5.2x in 2013;;

-- Fitch's expectations reflect modest, $50 million debt
    reductions in 2014 and 2015 arising from monetizations of
    CyrusOne although should these monetizations not occur,
    Fitch believes the company has the financial flexibility to
    maintain stable leverage, in the absence of returns of cash
    to shareholders.

Following the partial spin-off of the data center business,
Cincinnati Bell's remaining wireline and wireless businesses have
growth prospects that are relatively weak. The company appears to
be managing through the competitive pressures on its wireline
business through the expansion of its facilities-based video and
internet services business. However, the competitive profile of
its wireless business is weak relative to the national operators,
and CBB has been losing wireless subscribers over the last several
quarters. Historically, CBB's wireline and wireless businesses had
been a source of cash for the data center business, but now that
CyrusOne is self-financing, CBB may be able to reinvest in the
communications business at higher levels, rather than being a
source of cash for the data business.

Pro forma for debt reductions completed in late 2012 using
proceeds from the intercompany note repayment, CBB's debt on
Sept. 30, 2012, totaled approximately $2.14 billion, down nearly
$400 million from $2.53 billion on Dec. 31, 2011. At Sept 30,
2012, the company did not have any debt outstanding on its then
outstanding $210 million secured revolving credit facility. The
company had approximately $30 million available on the $105
million account receivable securitization facility, after taking
into account the drawn amount and letters of credit.

On Nov. 20, 2012, CBB entered into a new $200 million senior
secured revolving credit facility maturing in July 2017. The
original commitments on the revolver will be reduced by the lesser
of the net cash proceeds from the first sale of equity interests
in CyrusOne Inc. or CyrusOne LP to occur after the IPO of CyrusOne
and $50 million, provided that such sale occurs by Dec. 31, 2014.
If such a sale has not occurred by that date, the commitments will
be permanently reduced to $150 million on Dec. 31, 2014 and to
$125 million on Dec. 31, 2015. Proceeds from CyrusOne equity sales
shall be used to prepay outstandings against the revolver first,
and second, other prepayable debt (contributions to underfunded
pension plans shall be considered debt prepayments).

The principal financial covenant in the revolving credit facility
calls for maximum total leverage of 7.25x on Dec. 31, 2013, which
steps down annually until it reaches 5.25x on Dec. 31, 2016 and
4.25x on March 31, 2017 and thereafter.

CBB does not have any material maturities until the $500 million
of senior unsecured notes are due in 2017. The notes are callable
beginning in late 2013, and Fitch believes the notes could be
targeted for reduction over time as the CyrusOne stake is
monetized.

CyrusOne was released from the guarantees on CBB's unsecured long-
term debt on Nov. 20, 2012 under the new credit agreement as well
as under the indentures for its 2017, 2018, and 2020 notes. CBB is
restricted by its bank covenants from providing support to
CyrusOne. Under Fitch's parent/subsidiary linkage criteria, Fitch
believes there is no longer a parent-subsidiary relationship and
that the entities should be rated on a stand-alone basis (Fitch
does not rate CyrusOne). Over time, CBB intends to monetize its
current 69% stake in CyrusOne and delever, although the timing is
unknown.

For 2013, although will CBB no longer invest in the data center
business, remaining debt service costs and expected pension
contributions will keep normalized free cash flow at modest
levels.

Rating Triggers

Considerations for a Negative Rating Outlook include, but are not
limited to, deterioration in leverage to greater than 5.5x through
pressure on operations, the effect of shareholder initiatives, or
acquisitions.

Considerations for a Positive Outlook include a reduction in
leverage to the 4.5x mark and with expectations that the lower
leverage will be sustained.

Fitch has taken the following rating actions:

Cincinnati Bell, Inc. (CBB)

--IDR affirmed at 'B';
--$40 million senior secured notes affirmed at 'BB/RR1';
--$500 million senior unsecured notes due 2017 affirmed at
   'B+/RR3';
--$684 million senior unsecured notes due 2020 affirmed at
   'B+/RR3';
--$625 million senior subordinated notes affirmed at 'CCC+/RR6';
--$129 million convertible preferred stock affirmed at
   'CCC+/RR6';
--$200 million senior secured revolving credit facility due 2017
   assigned 'BB/RR1';
--$210 million senior secured revolving credit facility due 2014
   'BB/RR1' withdrawn;
--$250 million senior unsecured notes due 2015 'B+/RR3'withdrawn.

Cincinnati Bell Telephone (CBT)
--IDR affirmed at 'B';
--$150 million senior unsecured notes due 2028 affirmed at
   'BB/RR1';
--Various medium term notes due in 2023 'BB/RR1' withdrawn.


COCOPAH NURSERIES: Rabobank Wants to Foreclose on Collateral
------------------------------------------------------------
Rabobank, N.A., a secured creditor of Cocopah Nurseries of
Arizona, Inc., et al., earlier this month asked the Bankruptcy
Court for relief from any and all applicable stays and
injunctions, including, without limitation, the automatic stay of
Section 362(a) of the Bankruptcy Code.

RNA says it is entitled to relief from the automatic stay under
Section 362(d)(1) because the Debtors cannot adequately protect
RNA with respect to its interests in collateral.  RNA also says
it's entitled to relief from the automatic stay under
Section 362(d)(2) because the Debtors have no equity in the
Collateral and the Collateral is not necessary to an effective
reorganization.

The Debtors filed a Joint Plan of Reorganization on Dec. 18, 2012.
The terms of the Plan require that the Bankruptcy Court approve an
executed Transition Agreement between the Banks and the Debtors at
least 15 days before the commencement of the confirmation hearing
on the Plan.  If the Bankruptcy Court does not approve the
executed Transition Agreement on or before the Transition
Agreement Deadline, the Debtors will immediately convert their
chapter 11 cases to chapter 7 without regard to the Banks'
interests or the costs of a conversion.   Moreover, even if the
parties timely agree to a Transition Agreement, the Debtors will
convert their chapter 11 cases to chapter 7 if the allowed
priority tax claim of the California Board of Equalization exceeds
$140,000.

RNA says there is no agreed upon Transition Agreement to file with
the Court.  In addition, at this time the amount claimed by the
BOE on its priority tax claim greatly exceeds $140,000.
Accordingly, RNA points out that under the terms of their own Plan
the Debtors admit there is no prospect for reorganization.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COMMUNITY FINANCIAL: Ithan Creek Discloses 21.5% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Ithan Creek Master Investors (Cayman) L.P. and Ithan
Creek Investors USB, LLC, disclosed that, as of Dec. 21, 2012,
they beneficially own 1,522,290 shares of common stock of
Community Financial Shares, Inc., representing 21.5% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/pxTSgk

                     About Community Financial

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

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

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

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


COMMUNITY FINANCIAL: Wellington Discloses 25.4% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP, and Wellington
Hedge Management, LLC, disclosed that, as of Dec. 21, 2012, they
beneficially own 1,890,160 shares of common stock of Community
Financial Shares, Inc., representing 25.4% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/PA2KAs

                      About Community Financial

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

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

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

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


COMMUNITY FINANCIAL: Ithan Creek II Discloses 6.2% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ithan Creek Master Investment Partnership (Cayman) II
L.P. and Ithan Creek Investors II USB, LLC, disclosed that, as of
Dec. 21, 2012, they beneficially own 367,870 shares of common
stock of Community Financial Shares, Inc., representing 6.2% of
the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/qZ4JXy

                      About Community Financial

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

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

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

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


CONVERGEX GROUP: S&P Puts 'B' CCR on CreditWatch
------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
ConvergEx Group LLC, including the 'B' counterparty credit rating,
on CreditWatch with developing implications.

The CreditWatch action follows ConvergEx's announcement that it
has signed a definitive agreement to sell its software platform
business to an affiliate of TPG Capital.  "The CreditWatch
developing indicates that S&P could raise or lower its ratings on
ConvergEx upon the consummation of the proposed transaction," said
Standard & Poor's credit analyst Sebnem Caglayan.  "Any future
rating action will depend on our assessment of how much the
enhancement in the company's financial risk profile, after it uses
sale proceeds to pay down debt, will compensate for the expected
weakening in its business risk profile."  Financial terms of the
transaction were not disclosed.

"Based on our preliminary assessment of ConvergEx's business risk
profile following the divestiture, we could raise the ratings if
the company uses a substantial portion of the sale proceeds to pay
down its existing $706 million debt ($566 million first-lien and
$140 million second-lien).  We expect the company to operate at
debt-to-EBITDA leverage of 3.0x or lower going forward.  In
addition, an upgrade would be contingent on ConvergEx
renegotiating its debt covenants to reflect the surviving
business, as well as our view that the company will maintain
access to adequate contingent liquidity sources for any adverse
market conditions and will be able to resolve the pending
SEC/Department of Justice investigation with no significant
additional costs," S&P added.

Alternatively, S&P could lower its ratings if it believes the
business risk profile of the remaining ConvergEx is impaired upon
the consummation of the sale of its software platform business to
the extent that its credit quality is weakened, despite the
anticipated improvement in its financial risk profile.  S&P
believes that the surviving business would be less diversified and
that its revenue model would be mostly transactional and more
dependent on the levels of market activity.  To the extent that
S&P anticipates the firm's remaining brokerage business will lose
market share, will be unable to gain market traction or compete
with its bigger broker-dealer peers, or cannot generate the
projected revenue and EBITDA levels, S&P could lower the ratings.

S&P will continue to analyze the impact of the pending
transaction.  S&P expects to ultimately resolve the CreditWatch
and provide guidance as to the direction of the ratings when the
sale of the software platform business is completed, which is
expected to happen at the end of the first quarter or in the
second quarter of 2013.


DAVID M. ANDERSON: Lessley, Victoria Place May Proceed With Suit
----------------------------------------------------------------
Bankruptcy Judge Peter W. Bowie modified the automatic stay in the
Chapter 11 case of David M. Anderson to permit James Lessley and
Victoria Place LLC to litigate a pending state court lawsuit to
judgment, before bringing any judgment back to the Bankruptcy
Court for inclusion in any plan of reorganization for the Debtor.
The stay is not modified to permit Mr. Lessley or Victoria Place
to take any action to improve their level of priority by creating
any writs of attachment or other liens against property of the
Debtor or the bankruptcy estate.

In the same order, the Court denied the Debtor's motion to
estimate the claims of Mr. Lessley and Victoria Place.

Mr. Anderson has already filed a draft of a proposed disclosure
statement, and advised the Court and other parties he intended to
ask the Court to estimate the claims of Mr. Lessley and of
Victoria Place, which would allow the plan to proceed to
confirmation.

In 2010 Victoria Place, LLC and James Lessley filed suit in state
court against Mr. Anderson and others.  Proceedings were delayed
by Probate proceedings following the death of George Szabo, and
were still pending when Mr. Anderson filed the Chapter 11
proceeding (Bankr. S.D. Calif. Case No. 12-00026) on Jan. 3, 2012.

Since the onset of the case, there have been two dominant claims.
One by Mile High Banks, and the claims of Mr. Lessley and Victoria
Place.  Much of the potential litigation concerning the Mile High
Banks claim has been avoided by the purchase of that claim by the
Szabo probate estate.  That leaves the claims of Mr. Lessley and
Victoria Place to be resolved.  The state court litigation
included non-debtor defendants, among them the Szabo probate
estate.  The state court complaint asserts multiple claims, and in
the last analysis, the claims need to be liquidated as against Mr.
Anderson.

A copy of the Court's Jan. 18, 2013 Order is available at
http://is.gd/VPNLCkfrom Leagle.com.


DCB FINANCIAL: Incurs $146,000 Net Loss in Fourth Quarter
---------------------------------------------------------
DCB Financial Corp reported a net loss of $146,000 on
$4.50 million of total interest income for the three months ended
Dec. 31, 2012, compared with a net loss of $987,000 on $5.41
million of total interest income for the same period during the
prior year.

For the year ended Dec. 31, 2012, the Company incurred net income
of $602,000 on $18.84 million of total interest income, compared
with a net loss of $2.73 million on $22.73 million of total
interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $506.49
million in total assets, $458.10 million in total liabilities and
$48.39 million in total stockholders' equity.

"2012 has been a very exciting year for DCB," noted CEO Ron
Seiffert.  "I was very pleased that we were able to achieve our
goal of having a profitable year while, at the same time, making
significant strides in dramatically reducing our portfolio of
adversely criticized assets including bank-owned properties.  Most
importantly, we were able to complete our $13.2 million capital
raise during the fourth quarter which significantly improved our
capital ratios to the levels required by our agreements with the
regulators."

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

                        http://is.gd/fsQ2e5

                         About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements.  The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."


DELUXE CORP: Reports $42.6 Million Net Income in Fourth Quarter
---------------------------------------------------------------
Deluxe Corporation reported net income of $42.6 million on
$387.6 million of revenue for the quarter ended Dec. 31, 2012,
compared with net income of $39.8 million on $366.4 million of
revenue for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company reported net income
of $170.5 million on $1.51 billion of revenue, compared with net
income of $144.6 million on $1.41 billion of revenue during the
preceding year.

The Company's balance sheet at Dec. 31, 2012, showed $1.41 billion
in total assets, $979.5 million in total liabilities and
$432.9 million in shareholders' equity.

"We are excited to deliver our third straight year of revenue
growth and our highest annual revenue growth rate since 1994,
excluding the NEBS acquisition," said Lee Schram, CEO of Deluxe.
"Revenue in the fourth quarter was at the top end of our outlook
and adjusted EPS exceeded our outlook, driven by strong
performance in both Small Business Services and Financial
Services.  Full year adjusted EPS grew almost 14% to $3.53.
Looking forward to 2013, in spite of an anticipated continued
sluggish economy, we expect to continue our strong performance
with a fourth year of profitable revenue growth."

A copy of the press release is available at http://is.gd/UwVFDh

                         Quarterly Dividend

On Jan. 24, 2013, Deluxe announced that the Board of Directors had
declared a quarterly dividend of $0.25 per share on the Company's
Common Stock.  The press release incorrectly identified the record
date.  The quarterly dividend is payable on March 4, 2013, to
stockholders of record on Feb. 15, 2013 (not Feb. 18, 2013, a
stock exchange holiday, as stated in the press release).

                     About Deluxe Corporation

Deluxe is a growth engine for small businesses and financial
institutions.  Four million small business customers access
Deluxe's wide range of products and services including customized
checks and forms as well as web-site development and hosting,
search engine marketing, search engine optimization, logo design
and business networking.  For financial institutions, Deluxe
offers industry-leading programs in checks, customer acquisition,
regulatory compliance, fraud prevention and profitability.  Deluxe
is also a leading printer of checks and accessories sold directly
to consumers.

                           *    *     *

Deluxe carries a Ba2 Corporate Family Rating from Moody's
Investors Service.

"Deluxe's Ba2 Corporate Family Rating reflects ongoing pressure on
the company's checks business (which accounts for 61% of its
revenue as of the end of 2011), the commodity nature of its forms
business (which makes up 14% of revenue in 2011), and the
competitive environment in these industries."

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


DENNY'S CORP: Appoints AT&T Executive to Board of Directors
-----------------------------------------------------------
Denny's Corporation announced that Jose M. Gutierrez has been
appointed to its Board of Directors.  Mr. Gutierrez has held
senior executive positions at AT&T and brings nearly 25 years of
experience in print and digital advertising, finance and
operations in the telecommunications industry.

Brenda J. Lauderback, chair of Denny's Corporate Governance and
Nominating Committee, stated, "We are very pleased to add Jose to
the Denny's Board of Directors.  He has a rich background with
significant financial, strategic planning, operational and
telecommunications industry experience, including senior positions
at a great innovation company like AT&T, as well as his recent
leadership position as President and Chief Executive Officer of
AT&T Advertising Solutions.  In particular, his experience in
online and mobile advertising will help Denny's further strengthen
its mobile and social media efforts and stay ahead of the
technological advertising explosion.  Jose will bring valuable and
fresh perspective to the Board and we look forward to his
contribution."

Mr. Gutierrez is currently President of Wholesale Solutions at
AT&T.  From 2010 to 2012, has was President and Chief Executive
Officer of AT&T Advertising Solutions where he successfully led
the transition of the Yellow Pages segment from print to digital
advertising, prior to the divestiture of the business into a newly
formed company, YP Holdings LLC.  Prior to that, he has held a
number of senior executive positions at AT&T including President
of Global Enterprise Solutions and President and Chief Executive
Officer of AT&T Southwest (a.k.a. Southwestern Bell).  Before
joining AT&T, Mr. Gutierrez worked as a licensed CPA and strategy
consultant at KPMG.  He also serves on the boards of the World
Affairs Council of Dallas/Fort Worth, Dallas Museum of Art,
Thompson Autism Foundation, Trulaske College of Business at the
University of Missouri, and the AT&T Cotton Bowl.

Mr. Gutierrez will be paid the same rate of compensation as the
Company's other non-employee directors, which includes cash
payments of $75,000 per year, payable in quarterly installments of
$18,750, and an annual award of deferred stock units, valued at
$75,000.  Mr. Gutierrez will receive a pro-rata portion of these
cash and equity awards granted to directors for the remaining
2012/2013 board term.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DIAL GLOBAL: Cancels Registration of Convertible Debentures
-----------------------------------------------------------
Dial Global, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission relating to the termination of the
registration or suspension of duty to file reports with respect to
its 9% Convertible Senior Subordinated Debentures Due 2002 and
6 3/4% Convertible Subordinated Debentures Due 2011.  There were
zero holders of Debentures as of Jan. 25, 2013.

                         About Dial Global

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

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

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


DIGITALGLOBE INC: S&P Retains 'BB' CCR over $600 Million Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Longmont, Colo.-based DigitalGlobe Inc., including the 'BB'
corporate credit rating and negative outlook, remain unchanged
following the company's $100 million upsize to the proposed senior
unsecured notes due 2021.  The total is now $600 million.  The
company intends to use the additional proceeds for increased
liquidity and general corporate purposes.

The ratings on DigitalGlobe reflect its "aggressive" financial
risk profile.  Pro forma for the pending combination with GeoEye,
total debt to EBITDA, including S&P's adjustment for operating
leases, will rise to the mid- to high-4x area and funds from
operations (FFO) to total debt will decline below 20% in 2013.
The ratings also reflect the company's "fair" business risk
profile, including the its strengthened market position following
the merger with GeoEye, which leaves DigitalGlobe well positioned
to retain its full share of expected revenues from the
EnhancedView service-level agreement (SLA) in future years.  Under
the SLA portion of the EnhancedView contract signed in August
2010, the National Geospatial-Intelligence Agency is contractually
committed to make $250 million of imagery purchases per year for
the first four years and $300 million per year for the final six
years.  At the same time, the ratings recognize that government
contracts are not guaranteed until Congress appropriates the funds
and that, though unlikely, government agencies may terminate or
suspend their contracts at any time.

RATINGS LIST

DigitalGlobe Inc.
Corporate Credit Rating                BB/Negative/--
Senior Secured                         BBB-
   Recovery Rating                      1

Senior Unsecured
  US$600 mil sr unsecd notes nts due    BB
  2021
   Recovery Rating                      4


DINEEQUITY INC: Moody's Says Amendment No Impact on Ratings
-----------------------------------------------------------
Moody's Investors Service stated on Jan. 25 that DineEquity,
Inc.'s (DineEquity) proposed amendment to its bank credit facility
is credit neutral and the company's ratings and stable rating
outlook are unaffected. The proposed amendment includes a
favorable re-pricing of the facility as well as changes to cash
flow sweep provisions and the calculation of the restricted
payments basket.

DineEquity carries a 'B2' long-term rating from Moody's with a
stable outlook.

DineEquity, Inc., headquartered in Glendale, California, owns,
operates and franchises full-service family dining restaurants
under the Applebee's and IHOP banners. Annual revenues are
approximately $933 million although system-wide sales are over
$7.0 billion.


DTE ENERGY: Fitch Affirms 'BB+' Junior Subordinated Notes Rating
----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of
DTE Gas Co. one notch to 'BBB+' and revised the Rating Outlook to
Stable from Positive. Additionally, Fitch affirmed the existing
ratings of DTE Electric Co. (DECo) and the parent, DTE Energy Co.
(DTE) as:

DTE Gas Co.
--Long-term IDR upgraded to 'BBB+' from 'BBB';
--Senior secured to upgraded 'A' from 'A-';
--Short-term IDR affirmed at 'F2';
--Commercial paper affirmed at 'F2'.

DECO
--Long-term Issuer Default Rating (IDR) affirmed at 'BBB+';
--Senior secured affirmed at 'A' ';
--Secured pollution control revenue bonds affirmed at 'A' ';
--Preferred stock affirmed at 'BBB-';
--Short-term IDR affirmed at 'F2';
--Commercial paper affirmed at 'F2'

DTE
--Long-term IDR affirmed at 'BBB';
--Senior unsecured notes affirmed at 'BBB';
--Junior subordinated notes affirmed at 'BB+';
--Short-term IDR affirmed at 'F2';
--Commercial paper affirmed at 'F2'.

The Rating Outlooks for all entities is Stable. More than $7
billion of consolidated long-term debt is affected by today's
rating action. DTE's 'F2' short term rating is largely derived
from the cash flows from its higher rated utility subsidiaries.

The upgrade of DTEGas' IDR reflects the expectation for modestly
improved and sustained earnings and cash flows in 2013 following
the partial settlement of its 2012 General Rate Case (GRC), an
overall constructive regulatory environment, good liquidity,
manageable maturities, and credit metrics commensurate with the
rating category.

DTE's current ratings reflect the low risk of its utility
businesses, a constructive state regulatory environment in
Michigan, and the strong operating profile of its generating
assets. The company also benefits from a sufficient liquidity
position, manageable debt maturities, the ability to fund and
manage a rising capital expenditure budget, and an improving
economy in Michigan. Credit concerns considered in the rating
include a still weak service-area economy with above-average
unemployment in the Detroit area, high level of parent-only debt
(approximately $1.5 billion), customer attrition and conservation
at DTEGas, and the future effects of more stringent environmental
regulations on DECo's predominantly coal-fired power generation
portfolio. The ability to recover capital and operating costs in
the future is also a concern if the developing turnaround in the
Michigan economy does not continue.

Sensitivity / Rating Drivers:

-- Constructive regulatory environment;
-- Over 90% of consolidated earnings are derived from regulated
    activities;
-- Large but manageable capex program;
-- Strong liquidity;
-- Improving service area economy.

DTEGas 2012 GRC; Partial Settlement: On Dec. 20 2012, DTEGas
entered into a partial settlement agreement with the Michigan
Public Service Commission (MPSC) which provides for a rate
increase of $20 million based on a 10.5% ROE for rates effective
Jan. 1, 2013 and reflects approximately 35% of the requested
amount. Notably, DTEGas is requesting a five-year annual
infrastructure recovery tracking mechanism (IRM) to recover costs
associated with DTEGas's meter moveout, main renewal, and pipeline
integrity programs. Fitch expects a final decision by the MPSC
regarding the IRM by April. Adoption of the IRM will help reduce
future regulatory lag and should lead to timely rate base and
earnings growth.

Final MPSC Order: In October of 2011, the MPSC authorized a $188
million permanent rate increase for DECo predicated upon a 10.5%
ROE for rates effective Oct. 29, 2011. The final order is
consistent with Fitch's expectations and indicative of continued
regulatory support and represents approximately 53% of the $357
million permanent electric revenue requirement deficiency
supported by DECo.

DECo RDM Eliminated: In September of 2011, the MPSC approved a
request by DECo to defer a $127 million gain from the elimination
of its revenue decoupling mechanism (RDM) as stipulated by the
Michigan Court of Appeals on April 10, 2011 and to amortize the
gain to income in 2014, helping to offset the need for new base
rates until 2015.

Large Capital Expenditure Program: Capital expenditures are
forecast to average approximately $2 billion per year through
2015, a level that is significantly higher than prior years. Fitch
expects capital expenditures to be funded by internal cash flows
and a balanced 50% mix of debt and equity to maintain the present
capital structures of DTE, DECo, and DTEGas. Major projects
include renewable and environmental investments at DECo;
distribution system enhancements, and storage and transportation
projects at DTEGas; and pipeline and gathering development in the
Marcellus Shale basin. A significant portion of capital spending
will be on environmental compliance and renewable investments to
meet renewable portfolio standards in the state.

Fitch Forecasts Solid Ratios: DTE's credit metrics are consistent
with Fitch's 'BBB' IDR guidelines for utility parent companies.
Fitch calculates DTE's EBITDA and FFO coverage ratios at 4.9x and
5.5x, respectively, for the LTM ending Sept. 30, 2012. DTE's debt-
to-EBITDA ratio was 3.4x. Going forward, Fitch expects credit
metrics for consolidated operations to remain near current levels
but anticipates leverage as measured by debt-to-EBITDA to increase
to 3.8x by 2015 due to increased capital spending needs at the
regulated utilities.

DECo: For the LTM period ending Sept. 30, 2012, DECo's EBITDA
coverage increased to 7.0x as compared to 6.6x for 2011, primarily
due to new rates as per the settled 2010 GRC. Leverage, as
measured by debt-to-EBITDA, was 2.8x for the same period. Going
forward, Fitch expects EBITDA coverage ratios to remain above 5.0x
and anticipates leverage, as measured by debt-to-EBITDA, to weaken
to 3.3x by 2015 due to increased capital spending needs associated
with emissions compliance and renewable investments.

DTEGas: For the LTM period ending Sept. 30, 2012 DTEGas' EBITDA
coverage ratio trended flat at 4.9x as compared to 2011. Leverage,
as measured by debt-to-EBITDA, was 3.6x for the same period. Going
forward, Fitch expect EBITDA coverage measures to remain above
5.0x and anticipates leverage, as measured by debt-to-EBITDA, to
remain under 4.0x, through 2015.

Strong Liquidity: DTE currently has approximately $1.7 billion of
total liquidity available under its respective credit agreements,
including $59 million of cash and cash equivalents. DTE's
consolidated $1.8 billion five-year unsecured revolving credit
facilities mature in 2016 and are comprised of $1.1 billion at
DTE, $300 million at DECo, and $400 million at DTEGas. The
facilities have a maximum debt-to-capitalization covenant of 65%
and, as of Sept. 30, 2012 DTE was in compliance with all financial
covenants under its credit agreement.

Manageable Maturities: Debt maturities over the next five years
are manageable and are as follows (excluding securitization
maturities): $623 million in 2013, $684 million in 2014, $350
million in 2015, $450 million in 2016 and no maturities in 2017.
Maturing debt will be funded through a combination of internal
cashflows and external debt refinancings.

Expected Bonus Depreciation for 2012: DTE Energy expects to
generate approximately $50 million to $100 million of cash in 2012
from bonus depreciation deductions at DECo. The Tax Relief,
Unemployment Insurance Reauthorization, and Job Creation Act of
2010 provided for a special allowance for bonus depreciation in
2011 and 2012. As part of the budget compromise, bonus
depreciation rules allow a tax deduction of 50% in 2013, the same
as 2012.

DTE Plans for Up to $900 million of New Equity (2013 to 2015): DTE
plans to issue up to $300 million of equity per year during the
2013 to 2015 timeframe through their DRIP and employee pension
programs. The maximum amounts of equity that can be raised
annually through the DRIP and employee pension programs is roughly
$100 million and $200 million, respectively. The majority of
planned equity issuances are used to fund DTE's pension plan.

What Could Cause a Rating Upgrade: No rating upgrades are expected
at this time.

What Could Cause a Rating Downgrade:

-- An unexpected change in the regulatory environment that limits
    the utility's ability to recover cost of capital investments
    in a timely manner.

-- Sustained FFO/Debt metrics below 20% at the regulated
    utilities could cause negative rating actions.


DUNLAP OIL: Disclosure Statement Hearing on Jan. 30
---------------------------------------------------
The Bankruptcy Court in Tucson, Arizona, will hold a hearing on
Jan. 30, 2013 at 1:30 p.m. to consider approval of the disclosure
statement explaining the Chapter 11 Plan of Dunlap Oil Company
Inc. and Quail Hollow Inn LLC, and whether to allow the Debtors to
begin polling creditors on the plan.

The Debtors will be facing opposition at the hearing.

Lender Canyon Community Bank, N.A., who thinks the Debtors' Joint
Plan of Reorganization filed Dec. 28, 2012, is unconfirmable, said
the accompanying Disclosure Statement should be rejected because
it (1) fails to address obligations that Dunlap and QHI owe to
CCB; (2) fails to address security that CCB has against the
rolling stock of Dunlap; (3) fails to adequately address the
projected income and expenses of the operation or identify how the
Debtors will meet their obligations under the Plan with sufficient
detail to allow CCB and other creditors to evaluate the Disclosure
Statement and the Plan; and (4) fails to accurately estimate the
value of the assets of the Debtors.

In April 2011, the Debtors sought out CCB to renegotiate the terms
of their loan due to the Debtors' failure to abide by the terms of
the loan, and on Aug. 17, 2011, entered into a Forbearance
Agreement with CCB.  As part of the Forbearance Agreement, Dunlap
and QHI each executed a Promissory Note in the stated amount of
$56,272.66 together with appraisal fees, attorneys' fees and costs
incurred by CCB in connection with the negotiation and drafting of
the Forbearance Agreement for an original principal amount of
$87,736.44 -- Note B.  CCB said the principal amount of Note B was
increased by the attorneys' fees and appraisal fees incurred by
CCB pursuant to the Forbearance Agreement.  As of the filing date,
Note B had an outstanding balance of $119,752.27.

By failing to address this liability of the Debtors in their
Disclosure Statement and Plan, CCB said the Debtors have failed to
meet their obligations under 11 U.S.C. Sec. 1125(a)(1) by failing
to provide adequate information to CCB and other creditors
sufficient to accurately judge the
feasibility of the Disclosure Statement and the Plan.

CCB also said both of the secured notes CCB and the Debtors have
entered into has an additional party, besides CCB, Dunlap and QHI.
Truck Plaza Cafe was an additional party to such loans, and upon
information and belief, held its own assets.  As the Debtors state
in their Disclosure Statement, TPC merged with Dunlap eight days
prior to the bankruptcy filing.  The Disclosure Statement,
according to CCB, fails to discuss the assets and liabilities TPC
had prior to the merger with Dunlap.

Canyon Community Bank, N.A., is represented by:

          Pat P. Lopez III, Esq.
          Rebecca K. O'Brien, Esq.
          Jeffrey G. Baxter, Esq.
          RUSING LOPEZ & LIZARDI, P.L.L.C.
          6363 North Swan Road, Suite 151
          Tucson, AZ 85718
          Telephone: (520) 792-4800
          Facsimile: (520)529-4262
          E-mail: plopez@rllaz.com
                  robrien@rllaz.com
                  jbaxter@rllaz.com

The Official Committee of Unsecured Creditors also argued that the
Debtors' Disclosure Statement lacks adequate information.  Counsel
to the Unsecured Creditors Committee are:

          Randy Nussbaum, Esq.
          Dean M. Dinner, Esq.
          NUSSBAUM GILLIS &DINNER, P.C.
          14850 N. Scottsdale Road, Suite 450
          Scottsdale, AZ 85254
          Telephone: (480) 609-0011
          E-mail: rnussbaum@ngdlaw.com
                  ddinner@ngdlaw.com

Jacksons Food Stores, Inc., d/b/a Jackson Oil Co., also objects to
the Disclosure Statement saying it mischaracterizes the nature of
Jackson Oil's undersecured claim; and fails to adequately describe
Jackson Oil's treatment under the Plan.

Jackson Oil is a fuel supplier which provides Chevron branded
fuels to Dunlap Oil pursuant to the terms of a Supply Agreement
entered into by and between the parties in March 2010.  Pursuant
to the express terms of the Supply Agreement, Dunlap's payment
obligation to Jackson Oil is secured by a purchase money security
interest in the fuel delivered.  In addition, Dunlap's payment
obligation to Jackson Oil is secured by a trust deed in certain
property located in Wilcox, Arizona.  The Wilcox Property is owned
by Calvin W. Allred, Trustee of the Kenneth T. and Carol A. Dunlap
Irrevocable Trust No. 2.  Dunlap operates a gas station on the
Wilcox Property pursuant to a lease entered into between Dunlap
and the Dunlap Trust.

Attorneys for Jacksons Food Stores, Inc., d/b/a Jackson Oil Co.,
are:

          Philip R. Rupprecht, Esq.
          AIKEN SCHENK HAWKINS & RICCIARDI P.C.
          2390 East Camelback Road, Suite 400
          Phoenix, AZ 85016-3479
          Telephone: (602) 248-8203
          Facsimile: (602) 248-8840
          E-mail: prr@ashrlaw.com

               - and -

          Jerome Romero, Esq.
          JONES WALDO HOLBROOK & McDONOUGH PC
          170 South Main, Suite 1500
          Salt Lake City, Utah 84101
          Telephone: (801) 521-3200
          Facsimile: (801) 328-0537
          E-mail: jromero@joneswaldo.com


DYNEGY HOLDINGS: Operating Debtors to Seek Confirmation March 12
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court in Poughkeepsie, New York,
scheduled a March 12 confirmation hearing for approval of the
reorganization plan for the Dynegy Holdings LLC affiliates that
own four power plants: Dynegy Northeast Generation Inc., Hudson
Power LLC, Dynegy Danskammer LLC and Dynegy Roseton LLC.

The report recounts that in December the bankruptcy court approved
the sale of two plants near Newburgh, New York, known as the
Roseton and Danskammer facilities.  The sales will generate a
combined $23 million.  The proceeds will be distributed under the
plan up for confirmation in March.  The sale, distribution and
subsidiaries' plan were laid out in the settlement agreement
underlying the parent companies' reorganization plan approved and
implemented on Oct. 1.

The operating companies say they have about $3.2 million in
unsecured debt to receive a distribution between 11% and 19% under
the subsidiaries' plan.  The cash to pay the claims is being made
available by senior creditors.  The subsidiaries' disclosure
materials tell unsecured creditors they will receive nothing
unless they accept the plan.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. completed its Chapter 11 reorganization and emerged
from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


EAGLE POINT: U.S. Bank Opposes Debt-for-Dirt Plan, Wants Lift Stay
------------------------------------------------------------------
Arthur Critchell Galpin and Eagle Point Developments, LLC, ask the
Bankruptcy Court to deny U.S. Bank National Association's request
for relief from the automatic stay.

The Debtors say they have filed a confirmable plan of
reorganization which provides for the transfer of all of Debtors'
interests in U.S. Bank's collateral in full satisfaction of
Debtors' indebtedness to U.S. Bank.  In August 2012, appraisals of
the Eagle Collateral were conducted which, although still
conservative in Debtors' opinion, conclusively establish that the
value of the Eagle collateral is more than adequate to fully
satisfy all indebtedness owed to U.S. Bank and to eliminate any
basis for allowance of an unsecured deficiency or guaranty claim
against either the EPD or Galpin estate.

The Debtors explain that U.S. Bank has not shown that any of the
requirements of Section 362(d) of the Bankruptcy Code have been
met.

                       Debt for Dirt Plan

U.S. Bank says otherwise.  It states that a judgment was entered
on Dec. 9, 2011, that provided for, among other things, judgment
against Debtor and foreclosure of U.S. Bank's interest in the
Eagle Point property and the Candlewood property.  The action was
a result of a case commenced by U.S. Bank against Eagle Point
relating to the default under the note and the deeds of trust.

The total amount of the U.S. Bank's claim as of the Petition Date
was $9,017,483.  U.S. Bank has not received any payment on its
claim against Debtor since before the Petition Date.

U.S. Bank also noted that the Plan fails to achieve the
indubitable equivalent, and therefore cannot be confirmed,
because:

   1. The Plan is, essentially, a debt for dirt plan requiring the
      Bank be satisfied through the transfer of its collateral
      back to it thereby stripping the right of U.S. Bank to
      assert claims against Debtor or a guarantor if any
      deficiency exists.

   2. At the very least there will be doubt as to whether the
      value of U.S. Bank's interest in the property to be
      transferred to U.S. Bank will be close to the amount of U.S.
      Bank's claim, and it is probable that the court will find
      that U.S. Bank is undersecured.

   3. The Plan essentially requires U.S. Bank to provide specific
      information in a report it is required to give to the
      Internal Revenue Service regarding the value of its
      collateral, thereby removing a right of U.S. Bank to report
      the valuation of returned property in the manner it deems
      appropriate.

                  About Eagle Point Developments

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

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

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

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy cases of the Debtors.


EASTBRIDGE INVESTMENT: Completes Reincorporation to Delaware
------------------------------------------------------------
EastBridge Investment Group Corporation completed its
reincorporation from the State of Arizona to the State of Delaware
by filing on Jan. 18, 2013, a certificate of conversion and a
certificate of incorporation with the Secretary of State of the
State of Delaware.

Following the Reincorporation, the Company will continue to
operate its business under the name "EastBridge Investment Group
Corporation".  In connection with the Reincorporation:

   * there was no change in the Company's business, management,
     employees, headquarters, benefit plans, assets, liabilities
     or net worth;

   * the directors and officers of the Company prior to the
     Reincorporation continue to hold the same positions with
     EastBridge Delaware following the Reincorporation, and there
     was no substantive change in direct or indirect interests of
     the current directors or executive officers of the Company;

   * the Company ceased being governed by Article 10 of the
     Arizona Revised Statutes and became subject to the Delaware
     General Corporation Law, the Certificate of Incorporation and
     the Bylaws; and

   * shares of the Company's common stock will automatically be
     converted into that number of shares of EastBridge Delaware
     common stock as the board of directors of the Company deems
     appropriate following the Reincorporation, subject to
     approval by Financial Industry Regulatory Authority.

                     About EastBridge Investment

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

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

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

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


EDISON MISSION: Wells Fargo, as Trustee, Part of Committee
----------------------------------------------------------
Patrick S. Layng, United States Trustee for Region 11, submitted
an amended list of creditors appointed to the Committee of
Unsecured Creditors of Edison Mission Energy, et al.  The
amendment is solely for the purpose of correcting the creditor's
name from Wells Fargo Bank, National Association, to Wells Fargo
Bank, National Association, as Trustee.

The Committee Members are:

     1. Thomas M. Korsman, VP
        Wells Fargo Bank, National Association, as Trustee
        625 Marquette Ave., 110th Floor
        MAC: N9311-110
        Minneapolis, MN 55402

     2. Carter C. Culver
        Commonwealth Edison Co./Exelon Corporation
        10 S. Dearborn St., 49th Floor
        Chicago, IL 60603

     3. Lawrence Clennon
        Clennon Electric
        210 N. Main Street
        P.O. Box 368
        Wilmington, IL 60481

     4. Bridget Schessler
        The Bank of New York Mellon, as Trustee
        525 William Penn Place, 38th Floor
        Pittsburgh, PA 15219

     5. Christopher Wittenauer
        Peabody Coalsales, LLC
        701 Market Street
        St. Louis, MO 63101-1826

     6. Scott Jennings, President
        Nesbitt Asset Recovery, LLC
        PSEG
        80 Park Plaza, T20
        Newark, NJ 07102

     7. Simon Beemsterboer, V.P.
        Geo. J. Beemsterboer, Inc.
        3411 Sheffield Avenue
        Hammond, IN 46327-1004

     8. Kip K. Coco
        Rowell Chemical Corp.
        15 Salt Creek Lane, Suite 205
        Hinsdale, IL 60521


     9. Robert Schwartz
        International Brotherhood of Boilermakers Local One
        2941 Archer Avenue
        Chicago, IL 60608

                       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., is the claims and notice agent.


EDISON MISSION: May Pay $8.2-Million to Critical Vendors
--------------------------------------------------------
The Bankruptcy Court authorized on a final basis Edison Mission
Energy, et al., to pay, in their sole discretion, the prepetition
claims of certain critical vendors and service providers in an
aggregate amount not to exceed $8.2 million, including certain
prepetition claims for goods received by the Debtors in the
ordinary course of business during the 20 day period before the
Petition Date.

Payment will be on the condition that the critical vendor agrees
to continue supplying goods and services to the Debtors on the
customary trade terms.

If a critical vendor does not provide the Debtors with customary
trade terms or negotiated trade terms after acceptance of payment,
then any payments of prepetition claims made after the Petition
Date may be deemed to be unauthorized postpetition transfers and
therefore recoverable by the Debtors.

                       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., is the claims and notice agent.


EDISON MISSION: Can Employ Kirkland & Ellis as Counsel
------------------------------------------------------
The Bankruptcy Court authorized Edison Mission Energy, et al.,
other than Debtor Camino Energy to employ Kirkland & Ellis LLP as
restructuring counsel effective as of the Petition Date.

As reported in the TCR on Dec. 26, 2012, Kirkland's current hourly
rates for matters related to the chapter 11 cases are projected to
range as follows:

      Billing Category              Range
      ----------------              -----
      Partners                   $665 to $1,335
      Of Counsel                 $455 to $1,150
      Associates                 $370 to $795
      Paraprofessionals          $150 to $340

                       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., is the claims and notice agent.


EDUCATION HOLDINGS: Wins Interim Approval of DIP Financing
----------------------------------------------------------
Education Holdings 1, Inc., obtained entry of an interim order
authorizing it to use cash collateral and enter into a senior
secured superpriority debtor-in-possession credit agreement, dated
Jan. 21, 2013, with General Electric Capital Corporation, as
administrative agent and collateral agent, and other participating
prepetition senior secured lenders.

The interim order authorizes the Debtor to borrow the aggregate
amount of $4 million, which may be increased to $5.6 million in
the sole discretion of the DIP lenders.

A final hearing on the DIP financing is schedule for Feb. 7, 2013
at 11:00 a.m.   Objections are due Feb. 4 at 5:00 p.m.

Pursuant to the DIP agreement, the Debtor may borrow certain
postpetition funds under a revolving credit facility in an
aggregate principal amount not to exceed $7 million.  Proceeds
will be used to both fund the restructuring costs for the
Debtor as well as fund the operations of Penn Foster, Inc.

All DIP obligations will mature 90 days following the Petition
Date.  The Debtor is required to obtain a combined order approving
the Plan and the Disclosure Statement within 60 days after the
Petition Date, and have the effective date of the Plan occur
within 90 days following the Petition Date.

The Debtor first engaged in negotiations with the prepetition
noteholders but the noteholders indicated that they would not
consent to being primed.

As adequate protection for any diminution in value of their
collateral, the senior secured lenders will receive, among other
things, current payment of interest ad the non-default contract
rate, and payment of out-of-pocket fees.  Junior lenders will
receive payment of out-of-pocket fees and replacement liens

                    About Education Holdings 1

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

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

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

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


EDUCATION HOLDINGS: Objections to Confirmation Due Feb. 28
----------------------------------------------------------
Bankruptcy Judge Brendan L. Shannon scheduled a combined hearing
for March 7 at 9:30 a.m. to consider confirmation of the
prepackaged Chapter 11 reorganization for Education Holdings I
Inc. and approval of the explanatory disclosure statement.

Objections to confirmation and the adequacy of the information in
the Disclosure Statement are due Feb. 28, 2013.

Objections must be filed with the Bankruptcy Court and served to
these parties: (a) the Office of the United States Trustee for the
District of Delaware, 844 King Street, Suite 2207, Lockbox 35,
Wilmington, DE 19801, Attn: Jane Leamy, (b) counsel to the Debtor;
DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, IL
60601 (Attn: Matt Murphy and Jonathan Pfleeger), (c) counsel to
General Electric Capital Corporation, Katten Muchin Rosenman LLP,
575 Madison Avenue, New York, NY 10022 (Attn: Kenneth E. Noble),
and (d) counsel to the Prepetition Noteholders, Akin Gump Strauss
Hauer & Feld LLP, 1333 New Hampshire Avenue, NW, Washington DC
20036 (Attn: James Savin).

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.


EDUCATION HOLDINGS: Equity Restrictions Have Interim Approval
-------------------------------------------------------------
Education Holdings 1, Inc., obtained interim approval to
establish notification and hearing procedures that must be
satisfied before certain shareholders may make transfers of, or
claims of worthlessness with respect to, equity securities in
order to protect the value of the Debtors' net operating tax loss
carryforwards.

The Court will convene a final hearing on the proposed procedures
on Feb. 7, 2013 at 11:00 a.m.  Objections or responses are due
Feb. 4.

As reported in the Jan. 23, 2013 edition of the TCR, the Debtor
expects to report consolidated NOL carryforwards for U.S. federal
income tax purposes of $192 million.  After accounting for a
cancellation of indebtedness income reduction, the Debtor
anticipates that it will have remaining NOL, tax carryforwards and
possible other tax attributes in an estimated amount of $120
million.

The Debtor says that unrestricted trading of shares could
adversely affect the Debtor's NOLs if (a) too many 5% or greater
blocks of stock are created, or (b) too many shares are added to
or sold from those blocks.  The proposed procedures will allow the
Debtor to closely monitor transfers of the stock.  Under the
proposed rules, any person who is or becomes a substantial
shareholder (holding 4.5% of the shares) must file a declaration
of such status.  Substantial shareholders are required to write a
declaration of any intended transfer of shares.

The Debtor estimates that it has 56,578,542 shares of its stock
issued and outstanding as of Dec. 31, 2012, with five 5% or more
shareholders holding the stock.

                    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.


EUROFRESH INC: Returns to Chapter 11 to Sell to NatureSweet
-----------------------------------------------------------
NatureSweet(R) Limited, the leading grower of premium fresh
tomatoes in North America under the NatureSweet(R) brand, on
Jan. 28 disclosed that the company intends to purchase
substantially all of the assets of EuroFresh Farms, based in
Willcox and Snowflake, Ariz.  NatureSweet and EuroFresh Farms are
two of the leading producers of high-quality tomatoes in North
America.  EuroFresh Farms is also a leading U.S. grower of
greenhouse cucumbers.

On January 27, EuroFresh filed for Chapter 11 bankruptcy with the
Federal Bankruptcy Court in Tucson; the acquisition will then take
place through a 363 sale.  A 363 sale allows a company filing for
bankruptcy to immediately market its assets to bidders, with the
approval of the United States Bankruptcy Court.

"Bringing EuroFresh products into the NatureSweet family provides
us with new product offerings and U.S. growing facilities that we
are confident will provide significant value to our customers,"
said Bryant Ambelang, chief executive officer and president of
NatureSweet.  "This acquisition is a great opportunity to continue
our growth while providing customers with the premium branded
tomatoes they have come to expect from NatureSweet.  For the
company, our customers and our associates, this is the right thing
to do at the right time."

Johan van den Berg, chief executive officer of EuroFresh Farms,
added, "We are pleased to have received this offer from a
financially strong organization that will continue to invest in
the business of growing and selling greenhouse tomatoes and
cucumbers."

The court filings are not expected to affect EuroFresh Farms'
ability to operate its business and deliver on current or future
customer orders.


                       About NatureSweet

NatureSweet(R), LTD -- http://www.naturesweet.com-- is the
leading grower of premium branded fresh tomatoes in North America
under the NatureSweet(R) brand.  NatureSweet tomatoes are
distributed throughout the United States at major grocers, club
stores, and foodservice operators.  Always vine-ripened, hand-
picked, and carefully packaged, NatureSweet tomatoes consistently
deliver the best taste with year-round availability.  As the
number one brand of tomatoes in the United States, NatureSweet's
growing operations proudly employ more than 5,000 associates year-
round.

                       About EuroFresh Farms

EuroFresh Farms -- http://www.eurofresh.com-- is a leading year-
round producer and marketer of greenhouse tomatoes and cucumbers
in the United States and a leading innovator in the branded, high-
end fresh tomato and cucumber industry.  Premium quality, safe and
flavorful products are grown in two greenhouses in Willcox and
Snowflake, Ariz. by 1,100 employees.

Eurofresh Inc. and Eurofresh Produce Ltd. first filed for Chapter
11 protection (Bankr. D. Ariz. Lead Case No. 09-07970) on
April 21, 2009.  Eurofresh exited bankruptcy in November 2009
following a deal with majority of their existing debt holders to
convert more than $200 million of debt into equity.  Craig D.
Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represented the
Debtors in their restructuring effort.  The Official Committee of
Unsecured Creditors retained Stutman, Treister & Glatt P.C. as
counsel, and Lewis & Roca L.L.P. as co-counsel.

Eurofresh Inc. sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 13-01125) in Tucson, Arizona on Jan. 27, 2013.


EUROFRESH INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eurofresh, Inc.
        26050 S. Eurofresh Avenue
        Willcox, AZ 85643

Bankruptcy Case No.: 13-01125

Chapter 11 Petition Date: January 27, 2013

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Frederick J. Petersen, Esq.
                  Isaac D. Rothschild, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Avenue
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Frank Van Straalen, secretary and chief
financial officer.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


EXTENDED STAY: JPMorgan, Deutsche Bank Marketing $3BB in Bonds
--------------------------------------------------------------
Bloomberg News' Hui-yong Yu in Seattle and Sarah Mulholland in New
York report that JPMorgan Chase & Co. and Deutsche Bank are
marketing about $3 billion in bonds linked to the Extended Stay
Hotels debt in the largest CMBS offering since 2007.  The report
notes that last year, Blackstone Group LP, Centerbridge Partners
LP and Paulson & Co. refinanced their 2010 purchase of Extended
Stay Hotels, enabling them to recoup about half their equity
investment, two people with knowledge of the transaction said at
the time.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


EVERGREEN INTERNATIONAL: S&P Lowers Corporate Credit Rating to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including its corporate credit rating, on Evergreen
International Aviation Inc. to 'D' and removed all ratings from
CreditWatch, where they were placed with negative implications on
Oct. 19, 2012.

"We have also lowered our issue ratings on Evergreen's first- and
second-lien facilities to 'D' (in conjunction with our corporate
credit rating).  Our recovery ratings of '1' (indicating our
expectation for very high [90% to 100%] recovery in the event of a
payment default) on the company's $185 million first-lien
facilities and '6' (indicating our expectation for negligible [0
to 10%] recovery) on its $118 million second-lien facilities
remain unchanged.  In assessing recovery prospects of debt
facilities, we used a discrete asset valuation approach, which
does not reflect any contemplated asset sales," S&P said.

Evergreen failed to make its Dec. 31, 2012, interest payment.
"Evergreen's liquidity has been significantly strained over the
past year due to the company's weak operating performance and
onerous debt service requirements," said Standard & Poor's credit
analyst Lisa Jenkins.  During this time, the company has relied on
asset sales to bolster its liquidity.  The company had hoped to
sell some assets earlier this month, but the sale has been
delayed.


FIBERTOWER NETWORK: To Make $12-Mil. Payment to 1st Lien Trustee
----------------------------------------------------------------
The Bankruptcy Court granted the motion of FiberTower Network
Services Corp., et al., to modify the final cash collateral order
to:

    1. amend and restate in is entirety Paragraph 4(a)(i) of the
Cash Collateral:

    "(i) the termination of the Plan Support Agreement, other than
    the termination as a result of the occurrence of a Termination
    Event (as defined in the Plan Support Agreement) under clause
    7(a)(vi) or (xv)(A) thereof".

    2. adding a new Paragraph 6.1 to the Cash Collateral Order
requiring the Debtors, in addition to the Adequate Protection
Obligations, to (i) make a one-time payment of $12 million to the
First Lien Trustee, for the First Lien Noteholders, within three
days following entry of this Order, and (ii) make cash payments to
the First Lien trustee, for the benefit of the First Lien
Noteholders, on the fourth of each Monthly Period, commencing with
the Monthly period ending Feb. 1, 2013, in an amount equal to the
Excess Cash calculated during such Monthly Period.  Paragraph 6.1
also authorizes and directs the First Lien Trustee to promptly
distribute the Initial Principal Payment received (together with
certain additional funds held by the First Lien Trustee on behalf
of the First Lien Noteholders as a prinicpal paydown of the
obligations under the First Lien Documents.

A copy of the order granting the motion of the Debtors to modify
the final order authoring the use of cash collateral is available
at http://bankrupt.com/misc/fibertower.doc535.pdf

As reported in the TCR on Jan. 17, 2013, the cash collateral order
authorized the Debtors, among other things, to use cash collateral
with the consent of the consenting noteholders and the First Lien
Trustee.  Since that time, certain events have taken place which
necessitate revisions or modifications to the cash collateral
order.  In particular, the FCC has denied the Debtors' pending
applications for extension and waiver of certain license build out
requirements, thus resulting in the cancellation of the majority
of the Debtors' 24 GHz and 39 GHz spectrum licenses.

The cash collateral order provides that a "termination date" will
occur if the FCC cancels the Debtors' FCC spectrum licenses.  On
Nov. 7, 2012, the FCC denied the applications, thereby causing an
FCC License Termination Event.

The Debtors relate that despite the impending wind-down of the
Debtors' business and the occurrence of an FCC License Termination
Event, the consenting noteholders and the first lien trustee have
agreed to allow the Debtors to continue to use cash collateral on
a consensual basis.  The first lien trustee and the consenting
noteholders have agreed to a new 13-week budget.  A copy of the
budget is available for free at:

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

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRST BANKS: Reports $3.4 Million Net Income in Fourth Quarter
--------------------------------------------------------------
First Banks, Inc., reported net income attributable to the Company
of $3.39 million on $41.12 million of net interest income for the
three months ended Dec. 31, 2012, compared with a net loss
attributable to the Company $15.87 million on $45.89 million  of
net interest income for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company reported net income
attributable to the Company of $26.27 million on $171.50 million
of net interest income, compared with a net loss attributable to
the Company of $44.15 million on $187.23 million of net interest
income during the prior year.

The Company's selected financial data at Dec. 31, 2012, showed
$6.51 billion in total assets, $299.95 million in stockholders'
equity, and $201.86 million in nonperforming assets.

Terrance M. McCarthy, president and chief executive officer of the
Company, said, "We are very pleased to report our fourth
consecutive quarter of earnings in addition to a full year of
profitability.  The quarterly and annual earnings performance is a
direct result of our ability to significantly improve asset
quality in the fourth quarter and over the course of 2012.  We
expect to continue to improve earnings, asset quality and capital
levels in 2013."

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

                        http://is.gd/UqefLZ

                        About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

The Company's balance sheet at June 30, 2012, showed $6.56 billion
in total assets, $6.28 billion in total liabilities and
$286.13 million in total stockholders' equity.


FLAT OUT CRAZY: Files for Chapter 11 Without DIP Financing
----------------------------------------------------------
Flat Out Crazy, LLC, operator of 26 Flat Top Grill and Crazy Fresh
Asian Grill restaurants, sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 13-22094) on Jan. 25 without financing that
would fund its Chapter 11 effort.

Flat Out and its affiliates promptly filed before the bankruptcy
court in White Plains, New York, a motion to use cash collateral
for a period of five weeks through the week ending March 3.  The
Debtors said that absent approval to use cash collateral, they
would have no other reasonable alternative but to liquidate.

Before seeking bankruptcy, the Debtors closed (a) 3 Stir Crazy
restaurants located in Greenwood, Indiana; Indianapolis, Indiana;
and Warrenville, Illinois; (b) 3 Flat Top restaurants located in
Birmingham, Alabama; Rochester Hills, Michigan; and Wauwatosa,
Wisconsin; and (c) the sold SC Asian restaurant located in San
Francisco, California.

The Debtors said that the best way to maximize the value of their
estates for the benefit of all stakeholders is to continue to
operate their remaining restaurants on a "business as usual"
basis.

"The extended lull in the U.S. economy, unsuccessful new
Restaurant openings and unprofitable menu changes led to poorer-
than-expected results, particularly in 2011 and 2012. During 2012,
the Debtors sustained a preliminary unaudited net loss of
approximately $11.5 million.  The Debtors also sustained net
losses of approximately $12.2 million in 2011 and $3.6 million in
2010," Steve DeLong, CFO of the Debtors, explains in court
filings.

"The mounting losses have put a significant strain on the Debtors'
cash flow, which in turn has stressed their relationships with
lenders, landlords, vendors and other parties in interest."

The Debtors sought Chapter 11 protection to obtain a "breathing
spell" from their obligations to creditors.  The Debtors also
intend to facilitate the sale of certain assets.

                     Oral Agreement with Lender

According to Mr. DeLong, the Debtors are facing a severe liquidity
shortfall and were not able to obtain debtor in possession
financing on reasonable terms prior the Petition Date.

The HillStreet Fund IV, L.P. is owed $1.25 million on a first
lien-debt and $5 million on a second lien debt. HillStreet, who
provided $5 million term loan to the Debtors in April, 2010,
acquired the first lien debt from U.S. Bank, N.A., on Jan. 18,
2013, and immediately entered into a loan amendment under which
the principal amount was reduced from $6 million to $1.25 million.

HillStreet provided specific oral assurances to the Debtors on
Jan. 17, 2013 that it would agree (1) to write down the principal
amount of the first lien debt, (2) to advance an additional
$250,000 prepetition and (3) to provide adequate debtor in
possession financing for a consensual Chapter 11 filing.  On the
basis of such assurances, the Debtors ceased their efforts to seek
alternative financing and focused all of their attention and
resources on documenting DIP financing with HillStreet.

Unfortunately, while HillStreet agreed to write down the first
lien debt and fund the additional prepetition loan, HillStreet
failed to live up to its assurances on providing debtor in
possession financing on the agreed terms.

"Despite herculean efforts over the course of the last week by the
Debtors to overcome numerous new and unreasonable conditions to
financing imposed by HillStreet, the Debtors have not been able to
reach an agreement with HillStreet on reasonable terms that would
allow the Debtors to operate in chapter 11 and pursue its
reorganization.  The timing of HillStreet's actions, coupled with
the severe liquidity crisis facing the Debtors, has necessitated
that the Debtors commence the Chapter 11 cases without debtor in
possession financing," Mr. DeLong tells the Court.

                         First Day Motions

The Debtors say they are able to operate for the initial five-week
period of the Chapter 11 cases on use of cash collateral and
without new financing.

During the 5-week period, the Debtors expect to generate cash
receipts totaling $5.0 million and will pay expenses in the amount
of $5.0 million.  Payments will include $1.85 million for
employees and $177,000 for officers and directors.

Aside from the cash collateral motion, the Debtors filed motions
to (1) continue their gift card program (about $10,000 of gift
cards every week), (2) pay prepetition wages of employees, limited
to the sum of $11,725 allowable as a priority claim of 11 U.S.C.
Sec. 507(a)(4) per employee, (3) continue using existing bank
accounts, 12 of which are with former secured lender U.S. Bank,
(4) extend the deadline to file their schedules by 30 days to
March 11, 2013, (5) pay prepetition claims of vendors on account
of goods delivered as "perishable agricultural commodity[ies]"
under the PACA of 1930, (6) bar utilities from discontinuing
service, and (7) pay taxes and fees.

The Debtors also filed a motion to reject unexpired leases in
connection with restaurants that they closed immediately prior to
the bankruptcy filing.

Moreover, the Debtors have filed applications to employ Squire
Sanders (US) LLP as counsel; Kurtzman Carson Consultants, LLC, as
claims, noticing and administrative agent; Getzler Henrich as
their financial advisor and William H. Henrich and Mark Samson
from Getzler Henrich as their co-chief restructuring officers; and
(c) J.H. Chapman Group, L.L.C, as their investment bankers.

An expedited hearing on the "first day motions" is scheduled for
Jan. 28.

                       About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.


FLAT OUT CRAZY: J.H. Chapman to Look for Buyers of Flat Top Biz.
----------------------------------------------------------------
Flat Out Crazy, LLC, and its affiliate seek approval from the
Bankruptcy Court to employ J.H. Chapman Group, L.L.C., as
investment banker.

J.H. Chapman pursuant to an engagement letter dated Jan. 23, 2013,
has agreed to:

   (i) advise the Debtors on the disposition, pursuant to an
       auction process under Section 363 of the Bankruptcy Code,
       of the Debtors' Flat Top Grill branded restaurant
       operations, and related assets;

  (ii) coordinate the due diligence and negotiation process with
       potential buyers of Flat Top,

(iii) assist the Debtors in the negotiation of an acceptable
       purchase agreement and related strategy, and

  (iv) conduct the auction process under Section 363.

The Debtors have agreed to pay Chapman:

    * a fee of $10,000 per month;

    * a transaction fee of $250,000, plus 1% of proceeds
      in excess of $5 million upon the closing of a sale
      of part or all of Flat Top; and

    * reimbursement for any reasonable out-of-pocket expenses
      incurred by Chapman in connection with this engagement.

Chapman says it's a "disinterested" person as such term is defined
in section 101(14) of the Bankruptcy Code.

                       About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.

The Debtors have tapped Squire Sanders (US) LLP as counsel;
Kurtzman Carson Consultants, LLC, as claims, noticing and
administrative agent; Getzler Henrich as their financial advisor
and William H. Henrich and Mark Samson from Getzler Henrich as
their co-chief restructuring officers; and (c) J.H. Chapman Group,
L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.


FLAT OUT CRAZY: Seeks to Reject Leases of Closed Restaurants
------------------------------------------------------------
Before seeking bankruptcy, Flat Out Crazy, LLC, and its affiliates
closed (a) 3 Stir Crazy restaurants located in Greenwood, Indiana;
Indianapolis, Indiana; and Warrenville, Illinois; (b) 3 Flat Top
restaurants located in Birmingham, Alabama; Rochester Hills,
Michigan; and Wauwatosa, Wisconsin; and (c) the sold SC Asian
restaurant located in San Francisco, California.

Accordingly, the Debtors ask the Bankruptcy Court to enter an
order approving the rejection, nunc pro tunc to the Petition Date,
of certain leases in connection with restaurant locations closed
before the bankruptcy filing:

   Lessor                     Store      Location
   ------                     -----      --------
Macy's Retail Holdings Inc.  SC Asian    Macy's Union Square at
                                         San Francisco, CA

Greenwood Park Mall, LLC     Stir Crazy  Greenwood Park at
                                         Greenwood, IN

Castleton Square, LLC        Stir Crazy  Castleton Square,
                                         Indianapolis, Ind.

Midland 3521, LLC            Flat Top    Mayfair Place at
                                         Wauwatosa, WI

Megaplex Four, Inc.          Stir Crazy  Canera at Warrenville, IL

Bayer Retail Co. II, LLC     Flat Top    Summit at
                                         Birmingham, AL

Meadowbrook Assocs., LLC     Flat Top    Rochester Hills, MI


MOAC Mall Holdings, LLC      Stir Crazy  Mall of America at
                                         Bloomington, MN

Sembler Bell
  Brookhaven, LLC            Stir Crazy  Brookhaven at Atlanta, GA

Town Center Development
  Company, L.P.              Stir Crazy  The Woodlands, TX

Carroll/1709, Ltd.           Stir Crazy  Southlake, TX

The restaurants occupying the premises were unprofitable and were
closed prior to the Petition Date, and the Debtors have determined
the leases do not have any realizable value in the marketplace.
Because the premises were vacated by the Debtors prior to the
Petition Date, the Debtors' ongoing obligations under the leases
impose nothing but an undue burden on their estates.

                       About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.

The Debtors have tapped Squire Sanders (US) LLP as counsel;
Kurtzman Carson Consultants, LLC, as claims, noticing and
administrative agent; Getzler Henrich as their financial advisor
and William H. Henrich and Mark Samson from Getzler Henrich as
their co-chief restructuring officers; and (c) J.H. Chapman Group,
L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.


FLAT OUT CRAZY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Flat Out Crazy, LLC
        303 W. Erie Street, 6th Floor
        Chicago, IL 60654

Bankruptcy Case No.: 13-22094

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Stir Crazy Cafe West Nyack, LLC       13-22093
Stir Crazy Restaurants, LLC           13-22095
Stir Crazy Cafe Oakbrook, LLC         13-22096
Stir Crazy Cafe Woodfield, LLC        13-22097
Stir Crazy Cafe Creve Coeur, LLC      13-22098
Stir Crazy Cafe Northbrook, LLC       13-22099
Stir Crazy Cafe Great Lakes, LLC      13-22100
Stir Crazy Cafe Legacy Village, LLC   13-22101
Stir Crazy Operations, LLC            13-22102
Stir Crazy Cafe Boca Raton, LLC       13-22103
Stir Crazy Cafe Cantera, LLC          13-22104
SCR Operations, LLC                   13-22105
SCR Hospitality, LLC                  13-22106
SCR Concessions, LLC                  13-22107

Chapter 11 Petition Date: January 25, 2013

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

Judge: Robert D. Drain

Debtors' Counsel: Stephen D. Lerner, Esq.
                  SQUIRE SANDERS (US) LLP
                  221 E. Fourth Street, Suite 2900
                  Cincinnati, OH 45202-4036
                  Tel: (513) 361-1200
                  Fax: (513) 361-1201
                  E-mail: stephen.lerner@squiresanders.com

Debtors'
Claims Agent:     KURZMAN CARSON CONSULTANTS LLC

Debtors'
co-CROs:          William H. Henrich and Mark Samson
                  GETZLER HENRICH & ASSOCIATES LLC

Debtors'
Investment
Banker:           J.H. CHAPMAN GROUP, L.L.C.

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

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

The petitions were signed by Steve DeLong, interim chief financial
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sysco                              Trade Vendor         $1,274,449
Attn: Jim Beck
1390 Enclave Parkway A306
Houston, TX 77077

B In It, LLC                       Bridge Lender          $500,000
c/o Dave Blumenfeld
300 Robbins Lane
Syosett, NY 11791

Edward Don & Company               Trade Vendor           $319,325
c/o Gerri McCaskill - Credit Representative
2500 S. Harlem
North Riverside, IL 60546

Jerry L. Ruyan                     Bridge Lender          $300,000
9468 Montgomery Road
Cincinnati, OH 45242

Get Fresh Produce                  Trade Vendor           $165,426

Westcoast Estates                  Landlord               $164,846

Mission Press, Inc.                Trade Vendor           $123,777

Macy's Retail Holdings, Inc.       Trade Vendor           $118,098

Greenwood Park Mall                Landlord               $117,964

Simon Property Group               Landlord               $116,728

Ecolab Food Safety Specialties     Trade Vendor           $116,630

Bernard F. Master                  Bridge Lender          $100,000

JLA Equipment Distributors         Trade Vendor           $100,000

Marc Salkovitz                     Bridge Lender          $100,000

Michael Chasnoff                   Bridge Lender          $100,000

Rachel Rose                        Bridge Lender          $100,000

The Lawrence Blaustein Trust       Bridge Lender          $100,000

C & H Trading Co.                  Trade Vendor            $99,462

Swanson, Martin & Bell, LLP        Trade Vendor            $85,942

Cornerstone Retail Fund            Landlord                $84,909

National Chef Supply               Trade Vendor            $77,336

Alsco                              Trade Vendor            $76,279

Towne Center at Boca Raton         Landlord                $75,151

Woodfield Associates               Landlord                $74,864

Coconut Point Town Center          Landlord                $72,993

Legacy Village Investors           Landlord                $72,893

AD Pembroke Gardens                Landlord                $72,689

Megaplex Four                      Landlord                $69,157

Eklecco Newco LLC                  Trade Vendor            $63,347

Keating Muething & Klekamp Pll     Trade Vendor            $56,463


FLORIDEL LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Floridel, LLC
        9013 Southern Breeze Drive
        Orlando, FL 32836

Bankruptcy Case No.: 13-00906

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $3,484,987

Scheduled Liabilities: $4,603,328

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/flmb13-00906.pdf

The petition was signed by Ram K. Reddy, managing member.


FLOWER STREET: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Flower Street Properties, LLC
        22 Hermosa Avenue, #B
        Hermosa Beach, CA 90254

Bankruptcy Case No.: 13-12154

Chapter 11 Petition Date: January 25, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Todd B. Becker, Esq.
                  LAW OFFICES OF TODD B. BECKER
                  3750 E. Anaheim Street, Suite 100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904
                  E-mail: veloz@toddbeckerlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-12154.pdf

The petition was signed by Lance Libiano, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lance Libiano                         09-43917            12/08/09


FREESEAS INC: Has 3.9MM Shares Investment Agreement with Granite
----------------------------------------------------------------
FreeSeas Inc. entered into an Investment Agreement with Granite
State Capital, LLC, pursuant to which, for a 36-month period, the
Company has the right to sell up to 3,957,903 shares of the
Company's common stock, subject to conditions the Company must
satisfy as set forth in the Investment Agreement.  The Company
intends to use the proceeds of the sale of shares pursuant to the
Investment Agreement for general corporate and working capital
purposes.

For each share of common stock purchased under the Investment
Agreement, the Investor will pay 98% of the lowest daily volume
weighted average price during the pricing period, which is the
five consecutive trading days commencing on the day the Company
delivers a put notice to the Investor.  Each such put may be for
an amount not to exceed the greater of $500,000 or 200% of the
average daily trading volume of the Company's common stock for the
three consecutive trading days prior to the notice date,
multiplied by the average of the three daily closing prices
immediately preceding the notice date.  In no event, however, will
the number of shares of common stock issuable to the Investor
pursuant to a put cause the aggregate number of shares of common
stock beneficially owned by the Investor and its affiliates to
exceed 9.99% of the outstanding common stock at the time.

The shares of common stock to be issued to the Investor under the
Investment Agreement will be issued pursuant to an exemption from
registration under the Securities Act of 1933, as amended.  As a
condition precedent to the Company's right to deliver a put
notice, the shares of common stock offered and sold under the
Investment Agreement must be registered for resale.  The Company
has entered into a registration rights agreement with the
Investor, pursuant to which the Company has an obligation to file
a registration statement with the U. S. Securities and Exchange
Commission covering the possible resale by the Investor of any
shares to be issued to the Investor under the Investment
Agreement.

The Company's right to deliver a put notice and the obligations of
the Investor with respect to a put is subject to the Company's
satisfaction of a number of conditions, including, but not limited
to:

   * That the Company's common stock is trading on a "principal
     market" as defined in the Investment Agreement;

   * The Company's common stock will not have been suspended from
     trading for a period of two consecutive trading days during
     the Open Period, as defined in the Investment Agreement, and
     the Company will not have been notified of any pending or
     threatened proceedings or other action to suspend the trading
     of the common stock;

   * That the issuance of shares of common stock with respect to
     the applicable put notice will not violate any applicable
     shareholder approval requirements of the principal market;
     and

   * That a registration statement for the resale of the shares
     sold to the Investor is effective.

The closing of a sale of shares pursuant to a put notice will
occur within three trading days of the put settlement date, which
is the first trading day following the pricing period.  The
Investment Agreement provides for a penalty for late delivery of
shares equal to, per day, $100 multiplied by the number of days
late, with the total penalty amount cumulative for all days late.
The Company may terminate the Investment Agreement upon written
notice to the Investor.  Any and all shares, or penalties, if any,
due under the Investment Agreement will be immediately due and
payable upon termination of the Investment Agreement.

A copy of the Investment Agreement is available at:

                        http://is.gd/4OSbtw

                        Form F-1 Prospectus

FreeSeas filed a Form F-1 with the U.S. Securities and Exchange
Commission relating to the resale of up to 3,957,903 shares of the
Company's common stock by Granite State Capital, LLC, the selling
stockholder.  The Company may from time to time issue up to
3,957,903 of shares of its common stock to the selling stockholder
at 98% of the market price at the time of that issuance determined
in accordance with the terms of the Company's Investment Agreement
dated as of Jan. 24, 2013, with Granite.

The Company will not receive any of the proceeds from the sale of
these shares.  The Company will, however, receive proceeds from
the selling stockholder from the initial sale to such stockholder
of these shares.  The Company has and will continue to bear the
costs relating to the registration of these shares.

The Company's common stock is currently quoted on the NASDAQ
Global Market under the symbol "FREE."  On Jan. 22, 2013, the
closing price of the Company's common stock was $0.21 per share.

A copy of the Form F-1 prospectus is available at:

                        http://is.gd/VxoK9K

                         About FreeSeas Inc.

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

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

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

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


FRONTIER COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Stamford, Conn.-based
incumbent local exchange carrier (ILEC) Frontier Communications
Corp. (Frontier) to 'BB-' from 'BB'.  The '3' recovery ratings are
unchanged.  The outlook is stable.

The downgrade reflects S&P's reassessment of the company's
financial risk profile to "aggressive" from "significant".  "We
now expect that Frontier's leverage will remain at or above 4x and
its funds from operation [FFO] to total debt will remain below 20%
over the next few years due to a likely decline in EBITDA during
this timeframe," said Standard & Poor's credit analyst Allyn
Arden.  Our previous rating incorporated the expectation that
leverage would decline to the low-3x area by the end of 2012.

Cable telephony competition and wireless substitution continue to
hurt Frontier's operating and financial performance.  During the
third quarter of 2012, total revenue and EBIDTA fell 3% and 5%,
respectively, year-over-year, due primarily to annual access line
losses of about 8% as well as declining subsidy revenue.  S&P
expects this trend to continue over the next few years, which will
make it challenging for the company to improve key credit
measures, despite its plan to pay down absolute levels of debt
with free operating cash flow (FOCF).  Moreover, S&P estimates
that after its dividend, discretionary cash flow only represents
about 5% of Frontier's total debt burden, which suggests that it
will be difficult to meaningfully reduce debt without lowering the
dividend.

The outlook is stable and reflects S&P's expectation that Frontier
will be able to maintain leverage in the low-4x area.  S&P expects
the company will use FOCF to repay debt.  However, S&P expects
ongoing access line losses and slowing DSL growth to pressure
EBITDA levels and therefore constrain the company's ability
to reduce debt.  The company's significant ongoing dividend also
limits prospects for substantial debt reduction.

S&P could lower the ratings if operating trends deteriorate--for
example, if access line losses were to spike higher or if revenue
from business services declined more than S&P expects due to
market share losses to cable, and result in leverage that
approaches 5x.  In addition, a large debt-financed acquisition
which pushes leverage to the 5x area with no realistic path to
longer-term leverage improvement could prompt a ratings downgrade.

Although unlikely in the near term given Frontier's aggressive
financial policy and S&P's view of the business risk profile as
"weak," S&P could raise the ratings if Frontier can improve
operating trends, including a meaningful improvement in access
line levels and growth in revenue from data services, which
prompts a revision of our business risk profile to "fair" and
contributes to an improvement in leverage to the low-3x area.


FW VALENCIA: LSREF2 Baron v. Aguilar Transferred to El Paso Court
-----------------------------------------------------------------
District Judge Barbara M. G. Lynn in Dallas, Texas, transferred
the venue of the lawsuit, LSREF2 BARON, LLC, Plaintiff, v. RICHARD
AGUILAR, DAVID MASEL, and FW VALENCIA PALMS APARTMENTS, LP,
Defendants, Civil Action No. 3:12-cv-1242-M (N.D. Tex.), to the
Western District of Texas, El Paso Division, for potential
referral to the Bankruptcy Court administering the Chapter 11
bankruptcy of FW Valencia's estate.  A copy of Judge Lynn's
Memorandum Opinion and Order dated Jan. 18, 2013, is available at
http://is.gd/Ke6EIDfrom Leagle.com.

The action was originally filed in state court in Dallas County on
Dec. 9, 2011.  LSREF2 Baron seeks to recover the deficiency
remaining under a loan following the foreclosure of Baron's
security interest in real property, which secured the loan.  FW
Valencia is the borrower, and Richard Aguilar and David Masel are
the guarantors.  Claiming that they were released from payment
obligations, the Defendants have asserted counterclaims for fraud
and breach of contract, among other things.

FW Valencia filed a Notice of Removal, without the joinder or
consent of the other Defendants, removing the lawsuit from the
68th Judicial District Court of Dallas County, Texas to the Dallas
District Court on April 23, 2012, following its bankruptcy filing.
FW Valencia asserts that the action is related to its bankruptcy
case.

El Paso, Texas-based FW Valencia Palms Apartments, LP, filed a
petition, under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 12-30748) on April 18, 2012.  Judge H. Christopher
Mott oversees the case.  Harrel L. Davis, III, Esq., at Gordon
Davis Johnson & Shane P.C., serves as the Debtor's counsel.  The
Debtor scheduled $0 in assets and $5,094,235 in liabilities.  A
list of its 20 largest unsecured creditors is available for free
at http://bankrupt.com/misc/txwb12-30748.pdf The petition was
signed by Richard Aguilar, manager of FW Valencia Palms Mgmt, LLC,
general partner.


GEOMET INC: Two Board Members Leave to Cut Costs
------------------------------------------------
GeoMet, Inc., announced that a member of its board of directors is
resigning and that another member of its board of directors is not
expected to be nominated for election at the next annual meeting
planned to be held in May 2013.

To support the Company's continuing efforts to reduce costs in the
face of low natural gas prices, Robert E. Creager resigned from
his board position effective Jan. 22, 2013, and Charles D. Haynes
is not expected to be nominated for election at the next annual
meeting.

Commenting on these changes, Michael McGovern, Chairman of the
Board, said, "As the Company continues to deal with the impact of
low natural gas prices it must also maintain its efforts to reduce
its cost structure.  On behalf of our board of directors, I extend
our thanks and appreciation to Bob and Charlie for their service
and dedicated efforts on behalf of the Company."

Following these changes, the committee structure of the board will
change.  Stanley L. Graves will chair the newly combined
Compensation, Nominating, Corporate Governance, and Ethics
Committee and James C. Crain will chair the Audit Committee.

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the 'borrowing
base', we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement."

The Company said it has begun discussions with its bank group.
According to the Company, "Until the borrowing base for June 2012
has been determined, we will not know the amount of the
deficiency.  As of March 31, 2012, the debt is classified as long-
term as we are not in violation of any debt covenants.  Should we
be in violation of any covenants which have not been waived or
have a borrowing base deficiency as of June 30, 2012, some or all
of the debt will be reclassified to current.  There are no
assurances that we will be able to amend our Credit Agreement or
obtain a waiver.  If we do obtain a waiver or an amendment, there
can be no assurance as to the cost or terms of such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."

The Company's balance sheet at Sept. 30, 2012, showed
$108.08 million in total assets, $171.67 million in total
liabilities, $33.28 million in mezzanine equity, and a $96.86
million total stockholders' deficit.


GLOBAL ARENA: FireRock Has Until Feb. 5 to End Due Diligence
------------------------------------------------------------
As previously reported in a current report on Form 8-K filed by
Global Arena Holding, Inc., on Jan. 7, 2013, the Company and its
wholly owned subsidiary, Global Arena Investment Management, LLC,
entered into a securities purchase agreement with FireRock
Capital, Inc., pursuant to which FireRock purchased 714,286 shares
of the Company's common stock, par value $0.001, and membership
interests representing 25% of GAIM, which are currently owned by
the Company for gross proceeds of $250,000.

As reported in the Original 8-K, the Purchase Agreement provides
that on or before the later of (i) such time as FireRock has
completed due diligence to its satisfaction, which will be
completed no later than Jan. 22, 2013, or (ii) such time as the
Company has obtained any and all required regulatory approvals to
effectuate the transfer of the membership interests, FireRock may
opt, at its discretion, to sell back to the Company the membership
interests and 428,571 of the shares of common stock for a total of
$150,000.  Upon notice of the desire to exercise the repurchase
right, the Company will have 30 days to make this payment.

On Jan. 22, 2013, the Company, GAIM and Firerock entered into
Amendment No. 1 to Securities Purchase Agreement, pursuant to
which they agreed to extend the date by which the Purchaser has to
complete its due diligence to Feb. 5, 2013.  The remaining terms
and conditions of the Purchase Agreement remained unmodified and
in full force and effect.

A copy of the Amended Securities Agreement is available at:

                       http://is.gd/SsQt3X

                        About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial
doubt about Global Arena's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses since inception, experiences a
deficiency of cash flow from operations and has a stockholders
deficiency.

The Company's balance sheet at Sept. 30, 2012, showed $1.09
million in total assets, $2.35 million in total liabilities and a
$1.26 million total stockholders' deficiency.


GPS GLOBAL: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: GPS Global Parking Solutions LLC
        151 West 17th Street
        New York, NY 10017

Bankruptcy Case No.: 13-10205

Chapter 11 Petition Date: January 24, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6923
                  Fax: (212) 422-6836
                  E-mail: NRosenbloom@gwfglaw.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 six unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-10205.pdf

The petition was signed by Joannis Lapsatis, member of GPS Parking
LLC.


GRANT FAMILY: Former Employee, Farmer Sue for Unpaid Debt
---------------------------------------------------------
V. Richard Haro, writing for The Coloradoan, reports that Grant
Family Farms is a defendant in two ongoing lawsuits in Larimer
County filed by a former Grant employee, Martha Power, and her
husband, and a Northern Colorado farmer.  The Plaintiffs said they
loaned the struggling farm thousands of dollars, equipment and
goods in an attempt to help it stay afloat but never received
recompense.  The lawsuits allege charges ranging from breach of
contract to conspiracy.

The report says owner Andy Grant said he always planned to repay
his debts but claims a hailstorm wiped him out.  He declined to
elaborate on either pending case.

Grant Family Farms in Wellington, Colorado, filed for Chapter 7
bankruptcy on Dec. 28.  Grant Family Farms --
http://grantfarms.com/-- is an organic Community Supported
Agriculture, or CSA, farm.  The bankruptcy petition lists the
farm's estimated assets between $500,001 and $1 million, with
estimated liabilities of $1 million to $10 million.  The farm's
creditors are listed in the 200 to 999 range.


GREAT BASIN: Terminates Registration of Common Stock
----------------------------------------------------
Great Basin Gold Limited filed a Form 25 with the U.S. Securities
and Exchange Commission to voluntarily remove from listing or
registration its common shares, no par value.

                         About Great Basin

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

The Company's balance sheet at June 30, 2012, showed
C$888.03 million in total assets, C$403.41 million in total
liabilities, and stockholders' equity of $484.62 million.

According to the Company, the operational performance from the
Nevada and South African operations resulted in a net working
capital deficit of approximately C$23 million on June 30, 2012.
"The working capital deficit at June 30, 2012, indicates an
uncertainty which may cast substantial doubt about the Company's
ability to continue as a going concern."


H&M OIL: Trustee Taps Claro Group as Financial Advisor
------------------------------------------------------
Douglas J. Brickley, the Chapter 11 trustee in the H&M Oil & Gas,
LLC, et al. bankruptcy case, seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Claro Group, LLC, as financial advisor and consultant, nunc pro
tunc to Nov. 29, 2012.

Claro will, among other things:

      a. analyze the cash position and cash needs of the Debtor;

      b. analyze claims against assets held by the Debtor;

      c. provide technical and analytical support with regard to
         the abandonment, return or liquidation of the Debtors'
         assets;

      d. provide technical and analytical support in connection
         with the preparation or amendment of the Debtors'
         schedules and statement of financial affairs, if
         necessary; and

      e. prepare operating reports and financial statements.

Claro will be paid at these hourly rates:

         Managing Directors                    $450-$495
         Directors                $325-$440
         Managers/Sr. Managers/Sr. Advisors    $250-$400
         Analysts/Consultants/Sr. Consultants  $150-$295
         Admin                                  $90-$115

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

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.  The U.S. Trustee
has not appointed a creditors' committee.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


H&M OIL: Chapter 11 Trustee Taps Okin Adams as Counsel
------------------------------------------------------
Douglas J. Brickley, the Chapter 11 trustee in the H&M Oil & Gas,
LLC, et al. bankruptcy case, asks for permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Okin
Adams & Kilmer LLP as counsel.

Okin Adams will, among other things:

      a) consult with and advise the Chapter 11 Trustee with
         respect to the powers and duties of a Chapter 11 trustee
         in the continued management and operation of the Debtors'
         businesses and properties;

      b) assist and advise the Chapter 11 Trustee in his
         consultations relative to the administration of this
         case;

      c) assist the Chapter 11 Trustee in preparing pleadings and
         applications as may be necessary in furtherance of the
         Chapter 11 Trustee's interests and objectives;

      d) review and analyze all applications, orders, statements
         of operations and schedules filed with the Court and
         advise the Chapter 11 Trustee regarding same; and

      e) advise the Chapter 11 Trustee of his responsibilities to
         the unsecured creditors and to the investors and direct
         necessary communication with same, including attendance
         at meetings and negotiations with representatives of
         creditors and investors, their respective counsel, and
         other parties-in-interest.

Okin Adams will be paid at these hourly rates:

         Matthew Okin, Partner         $395
         Brian Kilmer, Partner         $375
         Christopher Adams, Partner    $375
         Brian Roman, Associate        $305
         Meritt Crosby, Associate      $295
         Renee Bayer, Associate        $215
         Dana Drake, Legal Assistant   $135

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

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


HAWKER BEECHCRAFT: Can Hire TCG as Consultant on Compliance Issues
------------------------------------------------------------------
The Bankruptcy Court authorized Hawker Beechcraft Acquisition
Company, LLC, et al., to employ The Cohen Group, LLC, as a
consultant to assist Kaye Scholer LLP in its legal representation
of the Debtors in relation to foreign regulatory and compliance
issues, through the effective date of a plan of reorganization in
the Debtors' Chapter 11 cases.

                      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: Expects to Emerge From Bankruptcy in February
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when bankrupt Hawker Beechcraft Inc. comes to court
for approval of the reorganization plan at a Jan. 31 hearing, the
aircraft manufacture can report unanimous or near unanimous
acceptance of the reorganization by affected creditors.

In a statement, Hawker said it expects to emerge from bankruptcy
in the last half of February.

The secured, senior, and subordinated debt holder classes were
either unanimous or 99% in favor of the plan by amount of claims.
In the unsecured classes, about 90% or higher were "yes" votes.

If approved by the court, Hawker's reorganization plan will give
81.9% of the new stock to lenders in return for $921 million of
the $1.83 billion owing on the senior secured credit.  Unsecured
creditors are in line for the remaining 18.9% of the new stock.

Hawker's $183 million in 8.5% senior unsecured notes due 2015 last
traded on Jan. 16 for 6 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

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

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

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

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


HEALTHWAREHOUSE.COM INC: Karen Singer Amends Schedule 13D
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Karen Singer and Lloyd I. Miller, III,
disclosed that, as of Jan. 15, 2013, they beneficially own
1,972,889 shares of common stock of HealthWarehouse.com, Inc.,
representing 15% of the shares outstanding.

Ms. Singer is the trustee of the Singer Children's Management
TrustTrust which is the sole member of HWH.

The amendment was filed to report that, on Jan. 15, 2013, a letter
was sent to the Board of Directors of the Company stating, among
other things, that:

   (i) all amounts owed by the Company to HWH and Milfam I under
       those certain 7% Senior Secured Promissory Notes issued
       Sept. 2, 2011, had matured and, as a result, had become
       immediately due and payable as of Jan. 15, 2013;

  (ii) an event of default had occurred under that certain Loan
       and Security Agreement, dated as of Nov. 8, 2010, as a
       result of the failure by the Company to pay all amounts due
       and owing to HWH and Milfam I under those certain 7% Senior
       Secured Convertible Promissory Notes issued Nov. 8, 2010,
       within 10 business days of the maturity date with respect
       to the Convertible Notes;

(iii) the Company was in violation of a covenant in the Loan and
       Security Agreement, dated as of Sept. 2, 2011, relating to
       the Senior Secured Notes by permitting a lien to exist on
       certain of the Company's assets that serve as collateral
       for the Senior Secured Notes;

  (iv) the Company was in violation of a covenant in the Loan
       Agreement by borrowing an aggregate amount of $826,000 from
       certain lenders in violation of the terms of the Loan
       Agreement and the Senior Secured Notes; and

   (v) the Reporting Persons intend to pursue all rights and
       remedies available to them with respect to the Senior
       Secured Notes and the Convertible Notes and to take all
       actions necessary to enforce those rights.

In addition, on Jan. 16, 2013, a letter was sent to the Board of
Directors of the Company on behalf of the Reporting Persons,
notifying the Company that, as a result of the Company's event of
default under the Convertible Notes, the Reporting Persons are
exercising their rights under the U.C.C. and intend to notice a
public sale of the collateral securing the Convertible Notes.

A copy of the filing is available for free at:

                        http://is.gd/05kiRU

                     About HealthWarehouse.com

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

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

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

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

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


HOSTESS BRANDS: McKee Said to Be Offering $30MM for Drake's Brand
-----------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
people familiar with the negotiations said McKee Foods Corp. is
offering $25 million to $30 million for Hostess Brands Inc.'s
Drake's brand, which made treats like Devil Dogs, Ring Dings and
Yodels before the baking company began liquidating in bankruptcy.

The sourcs told Dow Jones that McKee, the Tennessee maker of
Little Debbie snack cakes, is poised to be the lead bidder at an
auction for the assets, composed mostly of intellectual property
and some equipment.  A deal with McKee would not include Drake's
Wayne, N.J., plant -- the only kosher bakery plant in the U.S., a
Hostess investment banker has said in court -- according to the
sources.

Hostess was aiming to file a stalking-horse bid with the U.S.
Bankruptcy Court on Monday, the people told Dow Jones.  The deal
requires a judge's approval to be put into action, and the offer
will be subject to higher bids at auction.

Dow Jones says spokesmen for Hostess and McKee declined to comment
Friday evening.  Dow Jones notes an attorney for Hostess said in
court Friday that the company expects to file another stalking-
horse agreement as soon as next week, one outlining a bid for a
group of the company's smaller bread brands.

       Feb. 28 Auction for Wonder & Nature's Pride Brands

Dow Jones also reports that Hostess on Friday won a judge's
permission to place two other pools of bread assets on the auction
block.  Flowers Foods Inc., maker of Tastykakes and Nature's Own
breads, is offering up to $360 million in cash for five major
Hostess bread brands -- including Wonder and Nature's Pride --
along with 20 plants and 38 depots.  In addition, the baking
company is offering $30 million for Hostess's Beefsteak rye brand.
Hostess will test Flowers' offers at a Feb. 28 auction.  A judge
is set to review the winning bids at a sale hearing March 5.

           Apollo, Hurst May Compete for Twinkie Brand

The Dow Jones report says Hostess still hasn't announced a lead
bid for the Twinkie brand.  Heather Lennox, a Jones Day attorney
representing the company, said at a Friday hearing that the
company was "in advanced discussions with a number of parties to
be a stalking-horse bidder" for the main snack-cake business,
which includes the Twinkie and Dolly Madison brands.  The
company's professionals expect to file papers disclosing the
proposed deal "in the near term," she said.

Dow Jones notes a team comprising private-equity firms Apollo
Global Management LLC and C. Dean Metropoulos & Co. has emerged as
a leading contender to make an opening bid for the main cake
business, according to people familiar with the negotiations.

Hurst Capital, a fledgling private-equity firm run by 26-year-old
twin brothers, is also in discussions about making an opening bid
for Hostess's cakes brands, the people said, according to the
report.

                      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: Selects McKee, U.S. Bakery as Lead Bidders
----------------------------------------------------------
Hostess Brands Inc. on Jan. 28 disclosed that the Company has
selected two stalking horse bidders for its Drake's(R) snack cake
brand and for its Sweetheart(R), Eddy's(R), Standish Farms(R), and
Grandma Emilie's(R) bread brands.

The combined purchase price under the two stalking horse bids is
approximately $56.35 million.

Under the first stalking horse agreement, McKee Foods Corporation
has agreed to pay $27.5 million for the Drake's(R) brand and
certain equipment.  Drake's(R) products include Ring Dings,
Yodels, Devil Dogs, Yankee Doodles, Sunny Doodles, and Drake's
Coffee Cake.

Under the second stalking horse agreement, United States Bakery,
Inc. has agreed to pay $28.85 million for the Sweetheart(R),
Eddy's(R), Standish Farms(R), and Grandma Emilie's(R) bread
brands, four bakeries, and 14 depots, plus certain equipment.

"These agreements once again set a strong value for our businesses
and we look forward to conducting an auction process that will
further enhance the return for Hostess's stakeholders," said
Hostess Brands Chairman and Chief Executive Officer Gregory F.
Rayburn.  "The contemplated purchase prices for Drake's(R) and the
four bread brands, together with our previous announced stalking
horse bid for the majority of our bread business, means we have
agreements to sell these assets for at least $440 million.

"We expect that figure to significantly increase once we announce
a stalking horse bidder for the majority of our snack cake
business, including Twinkies."

The Hostess snack cake business and the remaining bread business
are contemplated to be sold in separate transactions.

As previously announced, Flowers Foods, Inc. was selected as the
stalking horse bidder for the majority of the assets related to
Hostess's bread business, including the Butternut(R), Home
Pride(R), Merita(R), Nature's Pride(R), and Wonder(R) brands.

That agreement includes, in addition to the brands, 20 bakeries,
38 depots and other assets.  The purchase price consists of $355
million in cash which will be increased to $360 million if certain
license rights are included in the sale.

Hostess has also selected Flowers as the stalking horse bidder for
the Company's Beefsteak(R) bread brand.  The purchase price
consists of $30 million in cash for the brand.  The transaction
does not include facilities or additional assets.

The Company will hold an auction for the majority of the bread
business on February 28, provided the Company receives additional
qualified bids, at the conclusion of which it will select the
highest and best bidders.

Hostess has requested that the U.S. Bankruptcy Court for the
Southern District of New York authorize the Company to proceed
with a second auction for the Drake's(R) brand and the four bread
brands on March 15.

All of the asset sales are subject to Court approval.

Jones Day provided legal advice to Hostess on the transaction.

                       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.


HW HEARTLAND: Can Access Hillcrest Bank Cash Collateral
-------------------------------------------------------
The Bankruptcy Court authorized HW Heartland, L.P., to use cash
collateral of Hillcrest Bank, the prepetition lender, solely for
purposes as set forth in a budget.

The cash collateral order will remain in effect until the
occurrence of any termination event.

As of the Petition Date, the Debtor is indebted to Hillcrest Bank
in the aggregate amount of $31,226,280, secured by first priority
liens on the Debtor's assets and property.

In addition to the adequate protection liens on all of the assets
of the Debtor as of the Petition Date and all of the Debtor's now
owned and after-acquired real and personal property, the Hillcrest
is entitled to, and the Debtor will pay, an adequate protection
payment of $25,000 per month to Hillcrest, retroactive to
September 2012.

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.

The petition was signed by Lance Fair, authorized signatory, HW
Heartland GP, LLC, the sole general partner of the Debtor.


INFOGROUP INC: S&P Puts 'B' CCR Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all
ratings, including the 'B' corporate credit rating, on Omaha,
Nebraska-based infoGROUP Inc. on CreditWatch with negative
implications.

"The CreditWatch listing reflects infoGROUP's weak operating
performance, and our expectation that the company may need an
amendment to its credit facility based on our view that
profitability may continue to deteriorate," said Standard & Poor's
credit analyst Hal Diamond.

In addition, the net debt leverage covenant steps down to 4.5x as
of June 30, 2013, and 3.75x on June 30, 2014.  Revenues dropped
9.4% in the three months ended Sept. 30, 2012, while EBITDA fell
27.4% as the decline in revenues was only partially offset by
lower headcount and employee-related expenses.  S&P assess the
company's management and governance as "fair."

Net proceeds of $102.1 million from the company's Oct. 1, 2012
sale of its OneSource business were used to make a $52 million
term loan prepayment and the remainder was added to cash balances,
which were $69.5 million pro forma as of Sept. 30, 2012.  Pro
forma for the sale of OneSource, net debt leverage, which permits
the inclusion of $50 million in cash as calculated by the bank
agreement, increased to 4.33x as of Sept. 30, 2012, from 4.12x a
year ago (which includes the results of OneSource) as debt
reduction was more than offset by a decline in EBITDA.  The
company made a $25 million voluntary prepayment to its term loan
on Dec. 31, 2012, which S&P believes will help to maintain its
margin of compliance with covenants at Dec. 31, 2012, given its
expectation of weaker results.

Discretionary cash flow was $15 million in the 12 months ended
Sept. 30, 2012, roughly even with the same period last year as
weak operating performance was offset by lower capital spending,
after nonrecurring $15 million expenditure to relocate a data
center in 2011.

S&P will review infoGROUP's business and financial strategies as
well as its operating outlook in reassessing its rating.  S&P
could lower the rating if it become convinced that discretionary
cash flow could decline to a level at which increased fees
associated with an amendment to its credit agreement would
meaningfully reduce liquidity.  This could occur because of
increased customer attrition and reduced demand from remaining
customers, without a commensurate reduction in expenses.


INSPIRATION BIOPHARMACEUTICALS: Court to OK Sale to Baxter
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Inspiration Biopharmaceuticals Inc. received
permission from the bankruptcy judge at a hearing in Boston to
sell the principal product to Baxter International Inc. under a
contract that could be worth as much as $700 million.

Deerfield, Illinois-based Baxter, whose main business already is
making drugs for treatment of hemophilia, is purchasing a drug in
development known as OBI-1, a porcine factor for treatment of
congenital and acquired hemophilia A.

Inspiration is still seeking an acceptable offer for other drugs
in development.  As part of its bankruptcy, Inspiration is seeking
to sell assets to a third party purchaser.  Ipsen, a global
specialty driven pharmaceutical company, also has agreed to
include its hemophilia assets in the sale process under certain
conditions.

According to court records, an order formally approving the sale
is to be signed by the judge this week.

               About Inspiration Biopharmaceuticals

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

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

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

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

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


INTELLICELL BIOSCIENCES: Receives $75,000 from Securities Sale
--------------------------------------------------------------
Intellicell Biosciences, Inc., on Dec. 31, 2012, entered into
securities purchase agreements with two purchasers pursuant to
which the Company sold the investor 250,000 units, each unit
consisting of two shares of the Company's common stock, par value
$0.001 per share and a warrant to purchase a share of common
stock, for aggregate gross proceeds of $75,000.  The Warrant is
exercisable for a period of five years from the date of issuance
at an initial exercise price of $0.45, subject to adjustment.  The
exercise price of the Warrant is subject to customary adjustments
for stock splits, stock dividends, recapitalizations and the like.

The investors have contractually agreed to restrict its ability to
exercise their Warrant such that the number of shares of the
Company common stock held by the investor and its affiliates after
such exercise does not exceed 9.99% of the Company's then issued
and outstanding shares of Common Stock.

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

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


JACKSONVILLE BANCORP: To Transfer Stock Listing to NASDAQ Capital
-----------------------------------------------------------------
Jacksonville Bancorp, Inc., received on Jan. 24, 2013, approval
from The NASDAQ Stock Market to transfer the listing of its common
stock from The NASDAQ Global Market to The NASDAQ Capital Market.
The transfer will be effective at the opening of business on
Jan. 29, 2013.

The NASDAQ Capital Market is one of the three markets for NASDAQ-
listed stock and operates in substantially the same manner as The
NASDAQ Global Market.  Companies listed on The NASDAQ Capital
Market must meet certain financial requirements and adhere to
NASDAQ's corporate governance standards.  The Company's common
stock will continue to trade under the symbol "JAXB."

                      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.


JACKSONVILLE BANCORP: Amends Current Report to Address Comments
---------------------------------------------------------------
Jacksonville Bancorp, Inc., has amended its current report on Form
8-K originally filed on Jan. 3, 2013, to present the information
requested by the Securities and Exchange Commission.

Capital Raise

On Dec. 31, 2012, Jacksonville Bancorp, Inc., entered into an
Amended and Restated Stock Purchase Agreement with its largest
shareholder, CapGen Capital Group IV LP, and 19 other accredited
investors, for the purchase by the Investors of an aggregate of
approximately 50,000 shares of the Company's Mandatorily
Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock,
Series A, liquidation preference $1,000 per share, at a purchase
price of $1,000 per share, subject to the terms and conditions
contained in the Restated Stock Purchase Agreement.  Included in
the approximately 50,000 shares of Series A Preferred Stock are
the shares issued to CapGen in the Exchange and the shares
purchased through the Subscriptions.  In addition to CapGen, eight
of the other Investors are current shareholders of the Company,
and two of the Investors are affiliates of CapGen.  The Restated
Stock Purchase Agreement replaced the Stock Purchase Agreement
dated Aug. 22, 2012, by and between the Company and CapGen.  The
Stock Purchase closed on Dec. 31, 2012.

The Series A Preferred Stock has the terms set forth in the
articles of amendment to the Company's amended and restated
articles of incorporation, as amended, designating the Series A
Preferred Stock, which was filed with the Florida Secretary of
State on Dec. 27, 2012.  Pursuant to the Series A Designation, the
Series A Preferred Stock will be mandatorily convertible into
shares of the Company's common stock, par value $0.01 per share,
and shares of the Company's to-be-authorized new class of
nonvoting common stock, par value $0.01 per share, subject to and
in accordance with the terms and conditions of the Series A
Designation, upon approval by the Company's shareholders of the
issuance of the Common Stock and Nonvoting Common Stock in
connection with the conversion and the approval of an amendment to
the Articles increasing the number of authorized shares of Common
Stock and authorizing the new class of Nonvoting Common Stock.
The Restated Stock Purchase Agreement and the Series A Designation
generally require the Company to seek shareholder approval as
promptly as reasonably practicable and by not later than 50 days
following the closing of the Stock Purchase.  The initial
Conversion Price is $0.50 per share, and each share of Series A
Preferred Stock is expected to convert into an aggregate of
approximately 2,000 shares of Common Stock or Nonvoting Common
Stock, subject to adjustment as provided in the Series A
Designation.  Accordingly, the Company expects an aggregate of
approximately 100 million shares of Common Stock and Nonvoting
Common Stock to be issued upon conversion of the Series A
Preferred Stock.  The Conversion Price and Conversion Rate were
approved by a special pricing committee of the Company's board of
directors comprised solely of disinterested directors, and
ratified by the entire board.

Immediately after the conversion of the Series A Preferred Stock
and as a result of their investments in the private placement, the
Company expects CapGen, Sandler O'Neill Asset Management, LLC, and
Wellington Management Company to remain beneficial owners of at
least 5% of the Company's Common Stock, and the Company expects
Sutherland Asset I, LLC, to become the beneficial owner of at
least 5% of the Company's Common Stock.

Under the Restated Stock Purchase Agreement, the Investors have
preemptive rights with respect to public or private offerings of
Common Stock during a 24-month period after the closing of the
Stock Purchase to enable the Investors to maintain their
percentage interests of Common Stock beneficially owned.  The
Investors' preemptive rights will not apply to a public offering,
including any rights offering, of up to $10 million that commences
within six months of the closing of the Stock Purchase.

The closing of the Stock Purchase was conditioned upon, among
other customary closing conditions, the aggregate sale of Series A
Preferred Stock to the Investors of $50 million, the amendment of
the Series B Designation and the filing of the Series A
Designation, the receipt of Federal Reserve approval of CapGen's
additional investment in the Company, the receipt of an opinion
from the Company's independent auditors that the Stock Purchase
should not be an "ownership change" for purposes of Section 382 of
the Internal Revenue Code of 1986, as amended, the receipt of a
fairness opinion from an investment banker that the Conversion
Price is fair from a financial point of view, and the execution
and delivery by each director and certain officers of a waiver and
acknowledgment agreement waiving any rights, if any, he or she
otherwise had to a change in control benefit as a result of the
Restated Stock Purchase Agreement or the transactions contemplated
thereunder.

The Company's directors and executive officers have agreed to vote
their shares of Common Stock in favor of the issuance of Common
Stock and Nonvoting Common Stock in the conversion and the
amendment to the Articles increasing the authorized shares of
Common Stock and authorizing the new class of Nonvoting Common
Stock, among the other proposals to be considered at the special
meeting of the Company's shareholders.

Under the Restated Stock Purchase Agreement, the Company agreed to
reimburse CapGen for all of its expenses incurred in connection
with the transaction, up to $750,000, and agreed to pay fees
totaling $714,000 to Investors advised or managed by two current
shareholders of the Company, in respect of their new investments.

Sandler O'Neill + Partners, L.P., acted as sole placement agent
for the Stock Purchase.  In connection with the Stock Purchase,
the Company has agreed to indemnify the Placement Agent and the
Investors against certain liabilities.

Registration Rights

Also on Dec. 31, 2012, and in connection with the Stock Purchase,
the Company entered into an Amended and Restated Registration
Rights Agreement with the Investors pursuant to which the Company
is obligated to use its commercially reasonable best efforts to
file a registration statement covering the resale of the shares of
Series A Preferred Stock issued in the Stock Purchase and the
shares of Common Stock and Nonvoting Common Stock issuable upon
conversion of such Series A Preferred Stock, within 45 days
following the closing of the Stock Purchase.  The Restated
Registration Rights Agreement also provides Investors with demand
registration rights and piggyback registration rights under
certain circumstances.  The Restated Registration Rights Agreement
replaced the Registration Rights Agreement dated Aug. 22, 2012, by
and between the Company and CapGen.

Under the Restated Registration Rights Agreement, the registration
statement must generally be declared effective by the earlier of
(i) 60 days following the filing date (or 120 days in the event
the registration statement is reviewed by the SEC), and (ii) five
business days after the Company is notified that the registration
statement will not be reviewed or will not be subject to further
review.  In the event the registration statement is not filed by
the filing deadline provided in the Restated Registration Rights
Agreement, or declared effective by the effectiveness deadline,
subject to certain other conditions, the Company will be liable to
the Investors for liquidated damages in the amount of 1% of the
purchase price paid for any registrable security held on that day,
as more specifically provided in the Restated Registration Rights
Agreement.

Exchange of Series B Preferred Stock

Simultaneously with the closing of the Stock Purchase, CapGen
exchanged its 5,000 outstanding shares of the Company's
Noncumulative, Nonvoting, Perpetual Preferred Stock, Series B for
an aggregate of 5,000 shares of Series A Preferred Stock.  The
Exchange was made pursuant to the Amended and Restated Exchange
Agreement between the Company and CapGen dated Dec. 31, 2012,
which replaced the Exchange Agreement between the Company and
CapGen dated Sept. 27, 2012.

Subscription Agreements

Also on Dec. 31, 2012, the Company accepted subscriptions to
purchase a total of 2,265 shares of Series A Preferred Stock, at a
purchase price of $1,000 per share, from ten of its executive
officers, directors and other related parties, including
affiliates of CapGen, which consideration consisted of an
aggregate of $465,000 in cash and $1.8 million in the cancellation
of outstanding debt under the Company's revolving line of credit
held by those Subscribers or their related interests.  The
Subscriptions were made pursuant to individual subscription
agreements with the Company.  The Company has agreed to include
the shares of Series A Preferred Stock issued to the Subscribers
in the resale registration statement filed pursuant to the
Restated Registration Rights Agreement.

Asset Sale

On Dec. 28, 2012, The Jacksonville Bank, a wholly-owned subsidiary
of the Company, entered into an Asset Purchase Agreement with a
real estate investment firm for the purchase by the Asset
Purchaser of approximately $25.1 million of certain of the Bank's
loans and other assets for approximately $11.7 million.  The
assets underlying the Asset Sale included other real estate owned
(OREO), non-accrual loans and other loans with high potential for
further deterioration.  The valuation for the consideration paid
in the Asset Sale was supported by an analysis of similar sales
conducted by the Bank's financial advisor, and by other local area
marketing of the same assets.  The Asset Sale was completed on
Dec. 31, 2012, immediately prior to the closing of the Stock
Purchase, and involved the immediate transfer of servicing from
the Bank, as permitted by federal law.  The Asset Purchase
Agreement contained customary representations and warranties and
the closing was subject to the satisfaction of customary
conditions.

Before the Asset Sale, the Asset Purchaser had no material
relationship with the Company, other than it was an offeree in the
Stock Purchase and immediately following the closing of the Asset
Sale, purchased shares of Series A Preferred Stock in the Stock
Purchase.  Sandler O'Neill Mortgage Finance L.P., an affiliate of
the Placement Agent, acted as exclusive financial advisor to the
Company in connection with the Asset Sale.

On Dec. 31, 2012, the Bank completed the Asset Sale.

Employment Agreement Amendment

On Dec. 31, 2012, the Company, the Bank and Stephen C. Green
entered into Amendment No. 1 to the Executive Employment Agreement
for Mr. Green.  The Green Amendment provides that Mr. Green, upon
the occurrence of certain conditions and upon further action of
the Compensation Committee, will receive an option award
exercisable for shares of Common Stock equal to 2% of the shares
of Common Stock and Nonvoting Common Stock to be issued in the
conversion of the Series A Preferred Stock.  If granted, the
option award would vest 40% on the date of grant, 20% on the first
anniversary of the date of grant and 40% on the second anniversary
of the date of grant, and the exercise price for the option would
be the fair market value of the Common Stock on the date of grant.
The option award is contingent upon, among other things, the
conversion of the Series A Preferred Stock and the receipt of
certain shareholder approvals.  The option award replaces the
award of restricted stock described in Mr. Green's original
employment agreement.

Under the Green Amendment, if Mr. Green's employment is
terminated, Mr. Green will be entitled to receive his base salary
for a period of 18 months following his termination date.  Upon
that early termination of employment, any unvested equity
awards held by Mr. Green will be forfeited, except in the event
that he terminates his employment because of an uncured breach of
the employment agreement by the Company or the Bank or as a result
of a change in his position or duties, in which case any unvested
equity awards he held as of the termination date will be
automatically vested in full.

Amended Bylaws

On Dec. 27, 2012, the Company amended its Articles to amend and
restate the Series B Preferred Stock designation previously filed
with the Florida Secretary of State on Sept. 27, 2012.  The Series
B Designation Amendment amended the Series B Designation primarily
to (i) reduce the total number of authorized shares of Series B
Preferred Stock from 10,000 shares to 5,000 shares, (ii) provide
that no dividends will accrue or be payable on the Series B
Preferred Stock prior to June 1, 2013, for any purpose, and (iii)
reduce the redemption price of the Series B Preferred Stock from
105% to 100% of the liquidation preference.  The Series B
Designation Amendment became effective upon filing.

Also on Dec. 27, 2012, the Company filed with the Florida
Secretary of State the Series A Designation as an amendment to the
Articles establishing the voting and other powers, preferences and
relative, participating, optional or other rights, and the
qualifications, limitations and restrictions applicable to the
Series A Preferred Stock.  The Company authorized for issuance
50,000 shares of Series A Preferred Stock in the Series A
Designation.

A copy of the Form 8-K, as amended, is available at:

                        http://is.gd/ByVr3J

                    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.


JASPAR ASSOCIATES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jaspar Associates, LP
        16 Napco Drive
        Terryville, CT 06786

Bankruptcy Case No.: 13-50112

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James Berman, Esq.
                  ZEISLER AND ZEISLER, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  E-mail: jberman@zeislaw.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 six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-50112.pdf

The petition was signed by Jay Leboff, president of general
partner.


K-V PHARMACEUTICAL: Curtis Mallet Is Committee's Conflicts Counsel
------------------------------------------------------------------
The Hon. Allan L. Gropper of the Bankruptcy Court of the Southern
District of New York authorized Official Committee of Unsecured
Creditors in the Chapter 11 cases of K-V Discovery Solutions,
Inc., et al., to retain Curtis, Mallet-Provost, Colt & Mosle LLP
as its conflicts counsel.

Curtis is expected to, among other things:

   i) advise the Committee with respect to its rights, duties and
      powers in the Chapter 11 cases;

  ii) assist and advise the Committee in its consultations with
      the Debtors in connection with the administration of the
      cases; and

iii) assist the Committee in analyzing the claims of the Debtors'
      creditors and the Debtors' capital structure, and
      negotiating with holders of claims and equity interests.

As reported in the TCR on Dec. 27, 2012, the Court approved
Stroock & Stroock & Lavan LLP as its lead counsel.  According to
the Committee, Curtis will be handling matters that may not be
appropriately handled by Stroock (or other counsel to the
Committee), because of actual or potential conflict of interest
issues.

The hourly rates of Curtis' personnel are:

         Partners                           $740 to $860
         Counsel                            $510 to $635
         Associates                         $305 to $600
         Paraprofessionals                  $190 to $240
         Managing Clerks                       $450
         Other Support Personnel             $55 to $325

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

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


LARSON LAND: Court Converts Bankruptcy Case to Chapter 7
--------------------------------------------------------
The Bankruptcy Court has granted the motion of John L. Davidson,
the Chapter 11 trustee for Larson Land Company, LLC, to convert
the Debtor's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

As reported in the TCR on Jan. 16, 2013, the Trustee related that
substantially all of the Debtor's former assets are no longer
property of the estate.  The Trustee, through counsel, said that
the Debtor no longer has a viable business to be reorganized.
"While a plan of liquidation of the estate's remaining assets
could be confirmed, the cost of that process outweighs the likely
benefits in this case.  The estate's remaining assets can be
administered just as efficiently and effectively by a Chapter 7
Trustee as they could be administered by the Trustee or by some
form of liquidating agent under a liquidation plan."

                         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.


LENNAR CORP: S&P Raises Corporate Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Lennar Corp., including the corporate credit rating and issue-
level ratings on the company's debt, to 'BB-' from 'B+'.  S&P's
recovery rating on the company's unsecured senior notes is '4',
indicating an average (30% 50%) recovery in the event of a payment
default.  The rating action affects roughly $3.5 billion of
unsecured debt that S&P rates.

"The upgrades reflect our expectation that Lennar will continue to
participate in the current U.S. housing recovery, resulting in
higher sales and improved profitability measures over the next 12
to 24 months," said Standard & Poor's Credit Analyst Susan
Madison.  As a result, we expect EBITDA-based credit metrics,
which lagged similarly rated industrial peers throughout the
prolonged housing recession, to return to levels that support a
'BB-' rating over this timeframe.  "The upgrades also reflect our
expectation that Lennar's Rialto Investments subsidiary will
continue to bolster Lennar's profitability over the next few
years, while financing its ongoing investments in distressed
real estate assets primarily with capital generated at the
subsidiary level," said Ms. Madison.

S&P's rating on the company's senior unsecured notes is 'BB-' (the
same as Lennar's corporate credit rating).  The '4' recovery
rating indicates S&P's  expectation for an average (30%-50%)
recovery in the event of a payment default.

"Our stable outlook acknowledges our expectation that Lennar's
EBITDA-based credit metrics will strengthen over the next 12 to 18
months as the company continues to increase its overall community
count, while maintaining its improved margins and absorption
levels of around three home sales per community per month," said
Ms. Madison.  We could lower our rating if home sales slow
significantly following significant investment in land and
inventory to support higher sales levels.  Under this scenario,
revenue and EBITDA growth would fall substantially below our base-
case forecast, and recently improved leverage metrics would
reverse course and deteriorate.  While we do not currently view
our downside scenario as likely, we see additional near-term
ratings momentum as limited by still-weak leverage metrics and the
potential that more aggressive growth, including initiatives
beyond the company's core homebuilding segment, could be largely
debt funded.  However, we could consider raising our rating to
'BB' if annual revenue growth exceeds 30% over the next two years
and Lennar's EBITDA margin strengthens to the mid-teens.  Under
this scenario, we would expect Lennar to comfortably maintain
debt-to-EBITDA in the low 4x area and debt to capital to reach the
low 40% area.


LIFECARE HOLDINGS: Auction Scheduled for March 20
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hospital owner LifeCare Holdings Inc. will sell the
business at auction on March 20, about two weeks later than the
company intended when filing for Chapter 11 protection on Dec. 11.

The report recounts that the hospital operator couldn't find a
buyer willing to cover $353.4 million owing on the secured credit
facility with JPMorgan Chase Bank NA as agent.  Consequently,
senior lenders signed an agreement to buy the operation in
exchange for $320 million in secured debt.  In addition, the
lenders will provide cash sufficient to pay professional expenses
for the company and creditors' committee, along with cash to cover
wind-down expenses after the sale.

Under procedures approved on Jan. 25 by the U.S. Bankruptcy Court
in Delaware, competing bids will be due March 13.  If there is no
competition, the hearing to approve sale will take place March 21.
If there is a competing bid, the auction will occur March 20,
followed by a sale-approval hearing on April 2.

LifeCare previously said the Chapter 11 case will "most likely" be
converted to liquidation in Chapter 7 following sale.

                      About LifeCare Holdings

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

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

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

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


LIGHTSQUARED INC: LP Lenders Oppose 2nd Extension of Exclusivity
----------------------------------------------------------------
The Ad Hoc Secured Group of LightSquared LP Lenders objects to a
second extension of LightSquared Inc. and its affiliated debtors'
exclusive periods to file and solicit acceptances of a plan of
reorganization, citing:

1. the Debtors have failed to establish that cause exists to
   extend exclusivity because since the agreed first extension of
   exclusivity:

  (i) no substantive plan discussions have occurred;

(ii) none of the regulatory hurdles to the Debtors having the
      legal right to pursue their vision of a global
      telecommunications network have been cleared, nor is there
      any greater certainty regarding when, or if, they ever will;

(iii) there is no greater certainty regarding the Debtors' ability
      to raise the financing needed to build out a global
      telecommunications network;

(iv) there is no greater certainty regarding how long it would
      take the Debtors to build out a global telecommunications
      network; and

  (v) there is no greater certainty regarding when, or if, the
      Debtors will be able to generate sufficient cash flow to be
      able to service the debt owed to the LP Lenders.

2. A number of things occurred which increase the LP Lenders' risk
   of loss:

  (i) the Debtors have consumed approximately $63 million of the
      LP Lenders' cash collateral, which they have no ability to
      replace;

(ii) important capital expenditures necessary to protect the
      LP Lenders' collateral interests have been deferred,
      artificially reducing the Debtors' cash burn; and

(iii) a number of the potential commercial partners for the
      Debtors' business have taken affirmative action to move
      forward with alternative strategies.

"Perhaps most importantly, one of the key stakeholders in these
cases, Harbinger -- as old equity -- continues to use its complete
control over the Debtors and the Debtors' exclusivity to hold
hostage other stakeholders, including the LP Lenders, while it
pursues a high risk, low probability strategy through which it
retains all of the upside and the LP Lenders remain exposed to all
of the downside," the LP Lenders said.

According to the Lenders, this imbalance can and should be removed
by terminating exclusivity.  "This would allow the LP Lenders to
quickly file a plan under which true economic forces will drive
this case to a prompt resolution.  If Harbinger or a third party
believes that the Debtors' business has anything near the value
put forth by the Debtors' financial advisor, they will step
forward and buy the business at a deep discount by paying the LP
Lenders in full.  If not, the LP Lenders will take over ownership
-- unifying downside and upside -- as is their right under such
circumstances, under their financing documents, under controlling
non-bankruptcy law and under the Bankruptcy Code."

As reported in the TCR on Jan. 25, 2013, Lightsquared Inc., et
al., asked the U.S. Bankruptcy Court to further extend their
exclusive periods to propose a plan of reorganization until
May 31, 2013, and solicit acceptances for that plan until July 30,
respectively.

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

According to the Debtors:

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

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

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

                      About LightSquared Inc.

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

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

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


LODGENET INTERACTIVE: Files Prepackaged Chapter 11 in New York
--------------------------------------------------------------
LodgeNet Interactive Corporation on Jan. 28 commenced a
prepackaged Chapter 11 process in the Southern District of New
York in order to effect a recapitalization in which a syndicate of
investors led by Colony Capital will invest $60 million in
LodgeNet, all as previously announced.

Throughout this process, LodgeNet's business operations will
continue in the normal course, and current hospitality and
healthcare customers will continue to receive services without
interruption.

Under the terms of the plan, LodgeNet's existing lenders will
provide for a multi-year extension of its existing senior debt and
unsecured creditors of LodgeNet will be paid in full in cash for
any prepetition claims at the conclusion of the restructuring
process.

LodgeNet has secured overwhelming support from its lenders, having
received lenders' votes in excess of the amounts needed for the
court to approve its plan of reorganization.

"Our recapitalization is advancing on schedule," commented
LodgeNet co-CEOs Frank Elsenbast and James Naro.  "Thanks to the
overwhelming support we've received from our lenders and
suppliers, and with the solid commitment of Colony Capital and an
expanded strategic partnership with DIRECTV, we anticipate being
able to complete this process on an expedited basis, and to emerge
with the capacity to launch new and exciting products which will
benefit both our hospitality and healthcare customers."

The Company also negotiated a debtor-in-possession (DIP) facility
from certain of its existing lenders providing for up to $15
million in new financing which, subject to the approval of the
court, makes funds available to satisfy the customary obligations
of LodgeNet's business during the course of the restructuring
process.

Pursuant to the contemplated plan of reorganization, holders of
the existing Series B Preferred Stock and common stock issued by
LodgeNet Interactive will have their interests cancelled and will
not receive any distributions.

The Company expects to complete its restructuring within 60 days.

Additional information can be found at
http://www.kccllc.net/lodgenet

Miller Buckfire & Co. LLC, a wholly-owned subsidiary of Stifel
Financial Corp., FTI Consulting, Inc. and Moorgate Securities LLC
served as financial advisors to LodgeNet; Weil, Gotshal & Manges
LLP acted as restructuring legal counsel; and Leonard, Street and
Deinard acted as corporate legal counsel to the Company.  Akin
Gump Strauss Hauer & Feld LLP and CDG Group, LLC acted as advisors
to the agent for the lenders.

                          About LodgeNet

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

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

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


LODGENET INTERACTIVE: To Seek Prepack Plan Confirmation in March
----------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliated debtors ask
the Bankruptcy Court to schedule a combined hearing around March 8
to consider (i) confirmation of their Plan of Reorganization, as
amended, and (ii) approval of the Disclosure Statement.

The Plan provides for an amendment to the terms of the Debtors'
funded debt to, among other things, extend the maturity date,
adjust the interest rate, modify certain financial covenants, and
potentially bifurcate the loan into a first lien and a second lien
piece.  As of Dec. 31, 2012, the Debtors owe $332.6 million under
a term loan and $21.5 million under a revolver under a credit
agreement provided by lenders led by Gleacher Products Corp., as
administrative agent.

The Plan also contemplates the Debtors' entry into a new agreement
pursuant to which DIRECTV will assume the cost of installation of
systems in hotels and healthcare facilities, alleviating the
Debtors of expensive and cash intensive burden.

The Plan provides for, among other things, the payment in full in
cash on the effective date of the Plan of all allowed general
unsecured claims.

                      No Votes Rejecting Plan

The Debtors solicited plan votes before the bankruptcy filing.  As
a result of the prepetition solicitation, votes accepting the Plan
have been cast in excess of the statutory thresholds specified in
Section 1126(c) of the Bankruptcy Code by holders of claims in
Class 2 (Prepetition Lender Claims) -- the only class of claims
entitled under the Plan to vote.

Votes accepting the Plan have been cast by holders of claims in
Class 2 that hold at least two-thirds in amount and more than one-
half in number of all the allowed claims in that class.  No votes
have been cast rejecting the Plan.

The Debtors' distribution of all solicitation materials for votes
to accept or reject the Plan was completed prior to commencement
of the chapter 11 cases.  However, the Debtors will continue to
accept votes to accept or reject the Plan until the Feb. 4, 2013
voting deadline.

                       Investment Agreement

Prior to the filing of the chapter 11 cases, certain investors
signed an investment agreement, dated as of Dec. 30, 2012, under
which they agree to purchase 100% of the shares of the new common
stock in Reorganized LodgeNet Interactive for at least $60 million
in the aggregate.

The group of investors is led by Col-L Acquisition, LLC, a
subsidiary of Colony Capital, LLC.  Colony was selected by the
Debtors following a thorough search for potential acquirers or
investors by the Debtors and their advisors.

LodgeNet claims that Colony will bring significant experience in
both the hospitality and the entertainment industries to the
Debtors' business.  The Debtors seek to restructure their business
to enable the implementation of the Colony Transaction and a
modified business plan.  Colony further intends to work with the
Debtors to (a) improve the Debtors' technology, systems and
programming platforms, (b) offer multiple tiers of services to
hotels, (c) work with hotels to enhance guest satisfaction and
brand loyalty, and (d) increase advertising revenues.

The Colony transactions may be abandoned if an order confirming
the Plan is not entered by the Bankruptcy Court within 60 days
after the Petition Date.

                         Terms of the Plan

The Plan represents the culmination of extensive negotiations
between the Debtors, a steering committee representing the
Prepetition Lenders, and the Investors.  Each member of the
steering committee of the lenders under the Prepetition Credit
Facility, who collectively hold 44% of the Class 2, executed a
plan support and lock-up agreement.

On or before the Effective Date of the Plan, Reorganized LodgeNet
Interactive will enter into an amended credit agreement providing
for an exit term loan with a term of five years, and in the
aggregate principal amount of $346,406,542.  Reorganized LodgeNet
Interactive also expects to enter into a $20 million revolving
loan agreement.

The Plan classifies claims against, and interests in, the Debtors,
and provides for the treatment of each class as follows:

       Class                       Treatment
       -----                       -----------
1: Priority Non-Tax Claims   Payment in full in cash on Effective
                              Date or later date on which such
                              Claim is Allowed

2: Prepetition Lender
    Claims                    Pro rata share of the Exit Term
                              Loan

3: Other Secured Claims      In Debtors' sole discretion, any of
                              (i) payment in full in cash on the
                              Effective Date or later date on
                              which such Claim is Allowed, (ii)
                              reinstatement pursuant to Section
                              1124 of the Bankruptcy Code or (iii)
                              such other distribution in
                              satisfaction of section 1129 of the
                              Bankruptcy Code

4: General Unsec. Claims     On Effective Date or later date on
                              which such Claim is Allowed, payment
                              in full in cash plus postpetition
                              interest calculated in accordance
                              with the Plan

5: Intercompany              Claims Reinstated by the Debtors

6: Interests in Subsidiary
    Debtors                   Interests will continue to be owned
                              by same entity that owned on
                              Petition Date

7: Series B Preferred
    Interests in LodgeNet
    Interactive               No distribution; deemed cancelled


8: Interests in LodgeNet
    Interactive               No distribution; deemed cancelled

                    March 1 Objection Deadline

LodgeNet asks the Court to set a March 1, 2013 deadline for
objections to the Plan and the Disclosure Statement.  Objections
must be served on these parties:

  (i) the Debtors, c/o LodgeNet Interactive Corp., 3900 West
      Innovation Street, Sioux Falls, SD 57107 (Attn: James Naro,
      Esq.);

(ii) counsel to the Debtors, Weil, Gotshal & Manges LLP, 767
      Fifth Avenue, New York, New York 10153 (Attn: Gary T.
      Holtzer, Esq.);

(iii) the U.S. Trustee, 33 Whitehall Street, 21st Floor, New York,
      New York 10004 (Attn: Paul Schwartzberg, Esq.);

(iv) Gleacher Products Corp., administrative agent under the
      Credit Agreement, dated as of April 4, 2007, among LodgeNet
      Interactive Corporation, the Administrative Agent, and the
      lenders party thereto, 1290 Avenue of the Americas, New
      York, New York 10104 (Attn: Joanna W. Anderson);

  (v) counsel to the Administrative Agent, Akin Gump Strauss Hauer
      & Feld LLP, One Bryant Park, New York, New York 10036 (Attn:
      Michael Stamer, Esq. and Philip C. Dublin, Esq.);

(vi) Colony Capital, LLC, 2450 Broadway, 6th Floor, Santa
      Monica, California 90404 (Attn: Richard Nanula); and

(vii) counsel to Colony Capital, Liner Grode Stein LLP, 1100
      Glendon Avenue, 14th Floor, Los Angeles, California 90024
      (Attn: Joshua Grode, Esq.) and Sullivan & Cromwell LLP, 125
      Broad Street, New York, New York 10004 (Attn: Andrew G.
      Dietderich, Esq. and Alexandra Korry, Esq.).

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

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

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

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

                      No Schedules, Meeting

LodgeNet is also asking the bankruptcy judge for an order
directing that the 11 U.S.C.  Sec. 341(a) meeting of creditors is
deferred until confirmation of the Plan and need not be convened
unless the Plan is not confirmed by 60 days after the Petition
Date.

The Debtors also ask the Court to waive the requirement for them
to file schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, and statements of
financial affairs if the Plan is confirmed within 60 days.

                          About LodgeNet

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

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

As of September 30, 2012, the Debtors, on a consolidated basis,
reported approximately $292 million in total assets and
approximately $449 million in total liabilities.


LODGENET INTERACTIVE: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: LodgeNet Interactive Corporation
          LodgeNet Entertainment Corporation and LodgeNet
        200 Petro Avenue
        Sioux Falls, SD 57107

Bankruptcy Case No.: 13-10238

Chapter 11 Petition Date: January 27, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York

Judge: Hon. Shelley C. Chapman

Debtor's Counsel:       Weil, Gotshal & Manges LLP
                        Gary T. Holtzer, Esq.
                        Sylvia Mayer, Esq.
                        WEIL, GOTSHAL & MANGES LLP
                        767 Fifth Avenue
                        New York, NY 10153
                        Tel: 212-310-8000
                        Fax: 212-310-8007

Debtor's Financial
Advisors & Investment
Bankers:                MILLER BUCKFIRE & CO., LLC

Debtor's Financial
Advisors:               FTI CONSULTING, INC.

Debtor's Investment
Bankers:                MOORGATE PARTNERS

Debtor's Claim &
Noticing Agent:         KURTZMAN CARSON CONSULTANTS LLC

Debtor's General
Corporate Counsel:      LEONARD, STREET AND DEINARD

Debtor's Independent
Accountants:            PRICEWATERHOUSECOOPERS LLP

Total Assets (as of Sept. 30, 2012): $291,745,000

Total Liabilities (as of Sept. 30, 2012): $448,725,000

The petition was signed by James G. Naro, its Co-Chief Executive
Officer.

10 affiliates that simultaneously filed Chapter 11 petitions:

     Entity                                      Case No.
     ------                                      --------
The Hotel Networks, Inc.                         13-10237
LodgeNet StayOnline, Inc.                        13-10239
LodgeNet International, Inc.                     13-10240
On Command Corporation                           13-10241
On Command Video Corporation                     13-10242
Hotel Digital Network, Inc.                      13-10243
Puerto Rico Video Entertainment Corporation      13-10244
Virgin Islands Video Entertainment Corporation   13-10245
Spectradyne International, Inc.                  13-10246
LodgeNet Healthcare, Inc.                        13-10247

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim   Claim Amount
        ------                     ---------------   ------------
DIRECTV                            Trade              $24,475,778
2230 E. Imperial Highway                              (Subject to
El Segundo, CA 90245                                    potential
Tel: (310) 964-5000                                       setoff)
Fax: (310) 535-5225

Lions Gate Films Inc.              Trade               $2,155,961
2700 Colorado Avenue, #200
Santa Monica, CA 90404
Tel: (310) 449-9200
Fax: (310) 255-3870

Universal Pay Television           Trade               $2,019,635
100 Universal City Plaza
Bldg 502-2
Universal City, CA 91608
Tel: (818) 777-1000
Fax: (818) 866-3600

Home Box Office, Inc.              Trade               $1,752,121
c/o CT Corporation System
111 Eighth Avenue
New York, NY 10011
Tel: (212) 512-1000
Fax: (212) 512-1182

Warner Home Video                  Trade               $1,436,111
c/o CT Corporation System
111 Eighth Avenue
New York, NY 10011
Tel: (818) 954-6000
Fax: (818) 954-6480

Columbia/Sony Pictures             Trade               $1,359,877
Home Entertainment
10202 W. Washington Blvd.
SPP 1132
Culver City CA 90232
Tel: (310) 244-4000
Fax: (310) 280-1200

Twentieth Century Fox              Trade               $1,178,160
c/o CT Corporation System
111 Eighth Avenue
New York, NY 10011
Tel: (310) 277-2211
Fax: (310) 203-1558

Nomadix Inc.                       Trade               $1,108,397
2711 Centerville Road, Suite 400
Wilmington, DE 19808
Tel: (818) 597-1500
Fax: (818) 597-1502

Docomo Intertouch Ptd Ltd.         Trade                 $953,326
89C Science Park Drive,
#03-09/12
The Rutherford Singapore
Science Park I
Singapore
118261

Relativity Media LLC               Trade                 $688,529
c/o Relativity Media LLC (IS
THAT RIGHT?)
8899 Beverly Blvd., Suite 510
West Hollywood, CA 90048
Tel: (310) 859-1250
Fax: (310) 859-1254

Technicolor USA Inc.               Trade                 $651,825
101 W. 103rd Street
Indianapolis, IN 46290
Tel: (317) 587-3000
Fax: (317) 587-6765

Buena Vista Television-Pay         Trade                 $642,011
Per View
500 S. Buena Vista Street
Burbank, CA 91521-0105
Tel: (818) 560-9300
Fax: (818) 560-5296

Showtime Networks, Inc.            Trade                 $460,922
c/o Adrienne Harrington
51 W. 52nd Street (19-13)
New York, NY 10019
Tel: (212) 708-1600
Fax: (212) 708-1217

Microsoft Corporation              Trade                 $432,055
Legal & Corporate Affairs
Volume & Licensing Group
One Microsoft Way
Redmond, WA 98052
Tel:
Fax: (425) 936-7329

Universal Electronics Inc.         Trade                 $394,156
6101 Gateway Drive
Cypress, CA 90630
Attn: General Counsel
E-mail: dtanaka@ueic.com

ABC Cable Networks Group           Trade                 $363,103
2711 Centerville Road, Suite 400
Wilmington, DE 19808
Tel: (818) 560-1000
Fax: (818) 560-1930

Guest-Tek Interactive              Trade                 $332,105
Entertainment LTD
12825 Ventura Boulevard
Studio City, CA 91604-2368
Tel: (403) 509-1010
Fax: (403) 509-1011

ASCAP                              Trade                 $324,491
c/o The American Society of
Composers, Authors &
Publishers
ASCAP Building
One Lincoln Plaza
New York, NY 10023
Tel: (212) 621-6000
Fax: (212) 621-8453

Invision Inc.                      Trade                 $300,000
28 W. 44th Street
New York, NY 10036
Tel: (212) 557-5554
Fax: (212) 557-4454

Summit Entertainment LLC           Trade                 $294,132
4600 150th Avenue NE
Redmond, WA 98052
Tel: (310) 309-8400
Fax: (310) 828-4132

Magnolia Pictures, LLC             Trade                 $285,115
1614 W. 5th Street
Austin, TX 78703
Tel: (386) 760-8224
Fax: (212) 924-6742

Invidi Technologies                Trade                 $250,399
Corporation
750 College Road East
Princeton, NJ 08540
Tel: (609) 759-3580
Fax: (609) 759-3581

Nintendo of America, Inc.          Trade                 $244,941
4600 150th Avenue NE
Redmond, WA 98052
Tel: (425) 882-2040
Fax: (425) 882-3585

Paramount Pictures                 Trade                 $211,306
5555 Melrose Ave.
Los Angeles, CA 90038
Tel: (323) 956-5000
Fax: (323) 862-1075

Starz Media LLC                    Trade                 $195,098
8900 Liberty Circle
Englewood, CO 80112
Tel: (818) 748-4000
Fax: (818) 748-4601

Millennium Entertainment LLC       Trade                 $152,838
5900 Wilshire Blvd
18th Fl, Ste 1800
Los Angeles, CA 90036
Tel: (310) 893-6289
Fax: (323) 937-0934

Microspace                         Trade                 $138,350
3100 Highwoods Blvd., Ste 120
Raleigh, NC 27604
Tel: (919) 850-4510
Fax: (919) 850-4518

Swank Healthcare                   Trade                 $133,696
10795 Watson Avenue
Saint Louis, MO 63127
Tel: (800) 950-4248
Fax: (314) 289-2187

Broadcast Music Inc.               Trade                 $127,408
320 West 57th St.
New York, NY 10019
Tel: (212) 220-3000
Fax: (212) 246-2163

Cable, Antenna & Television        Trade                 $122,288
Services
935 Zion Church Rd.
Torrance, CA 90503-5502
Attn: Dennis Vajgert


LONG ISLAND POWER: ABLI Calls for Investigating Bankruptcy Option
-----------------------------------------------------------------
The Association for a Better Long Island (ABLI), representing many
of the major energy users in the bi-county region, is calling for
a study that would allow the Long Island Power Authority (LIPA) to
declare bankruptcy and renegotiate its crushing debt, a legacy of
the Shoreham atomic energy plant closed in 1989 without ever
producing a single watt of commercial power.

ABLI's Executive Director Desmond Ryan stated, "Preventing LIPA
from creating a system that can respond to severe weather is the
combined $17 billion burden of Shoreham debt and debt service
created from shutting down that nuclear power plant a generation
ago.  It doesn't matter if you privatize LIPA or dismiss all its
current executives.  That financial obligation will continue to
distort the region's economy for generations to come unless we
address it now and bankruptcy is a viable path."

ABLI executive board member and former LIPA Board member Vincent
Polimeni called for the utility authority to declare bankrupt
years ago.  "We are all realists and we recognize that a Chapter
11 plan faces tough going.  We also know the State of New York
will be aghast at the prospect, but bankruptcy isn't a `get out of
jail free card.'  LIPA would still have debt obligations, but the
process would compel a restructuring of how and who gets paid
under the supervision of a judge."

Mr. Ryan reminded, "The size of that debt unravels any plans you
have to storm proof the electrical system or install a better
communications system with your consumer.  Then add the fact that
you have obsolete and unused electrical generating stations paying
millions in property taxes that the ratepayer is responsible for
and you have one perfect storm."

Mr. Ryan stated that this would not be unprecedented.  "Look to
other utilities to create a LIPA bankruptcy roadmap.  In 2001,
Pacific Gas and Electric Company filed for bankruptcy protection
after the energy crisis left it with a $9 billion debt and no
viable solution to protect the ratepayer.  Back in 1992, the El
Paso utility in Texas filed for protection because of the debt
created by the construction of a nuclear power plant.  In both
instances it was painful, the legal process uncertain and the
markets were very unhappy, but it was the right course of action
in moving past a debt that was devastating to the ratepayer" he
stated.

As noted, the ABLI membership comprises the largest group of
electrical ratepayers on Long Island.  The group says even the
threat of such an action by LIPA would force elected officials to
recognize that the current situation is untenable.  By even asking
the question, "Whose interest is paramount, the consumer or the
creditor?' Long Island can begin to examine other issues such as
the current policy of LIPA power plants sitting dark and idle
while providing the surrounding community with tens of millions of
dollars in payments in lieu of taxes (PILOTS) equals 14% of the
current burden shouldered by the all ratepayers," Mr. Polimeni
reminded.

Mr. Ryan agreed, "We need to appreciate that no matter how many
utility poles are replaced or how many trees are pruned, we are in
crisis a without restructuring the Shoreham debt.  And now LIPA is
talking about 20% increase while Wall Street is openly hostile to
privatization.  It's time to break the Gordian knot tied around
Long Island's neck because of the Shoreham debt."


MDU COMMUNICATIONS: Whetstone Capital Discloses 5.6% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Whetstone Capital, LP, disclosed that, as of
Dec. 31, 2012, it beneficially owns 318,950 shares of common stock
of MDU Communications International, Inc., representing 5.62%
based upon 5,672,820 shares of common stock of the Company issued
and outstanding on Dec. 21, 2012.  Whetstone previously reported
beneficial ownership of 291,465 common shares or a 5.14% equity
stake as of Aug. 16, 2012.  A copy of the filing is available at:

                        http://is.gd/2SFkFd

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$19.7 million in total assets, $32.3 million in total liabilities,
and a stockholders' deficit of $12.6 million.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MICROBILT CORP: Confirms Plan of Reorganization
-----------------------------------------------
Microbilt Corporation, et al., obtained confirmation of their
Fourth Amended Plan of Reorganization, as revised, which provides
for payment in full all claims, including $4.30 million of
unsecured claims.  Holders of Microbilt equity interests are
unimpaired.  Debtor MicroBilt, the sole holder of CL Verify equity
interests, won't recover anything on account of the interest.

As reported in the TCR on Aug. 23, 2012, under the Plan, all cash
necessary for the Reorganized Debtor to make payments will be
funded by existing cash on hand and cash generated from the
Reorganized Debtor's operations in the ordinary course of
business.  As of Aug. 10, 2012, the Debtors' cash on hand is
$6,435,475, including segregated escrow for plan distribution
funds in the amount of $4,590,145.

A copy of the Disclosure Statement dated Aug. 14, 2012, is
available for free at:

  http://bankrupt.com/misc/MICROBILT_CORP_ds_4amendedplan.pdf

The Court also ordered that holders of administrative expense
claims other than the kind specified in Section 3.1.2 of the Plan
will file requests for payment by Jan. 29, 2013; and

In addition, all applications for allowance and payment of
professional fees for services rendered and reimbursement of
expenses incurred in connection with the Debtors' cases prior to
Nov. 30, 2012, must be filed with the Bankruptcy Court by Feb. 28.

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MODERN PRECAST: Wants Access to M&T Bank Cash Until April 6
-----------------------------------------------------------
Modern Precast Concrete, Inc., et al., ask the Bankruptcy Court
for authorization to use cash collateral of M&T Bank until
April 6, 2013, to fund operations of the business following the
anticipated closing of the sale of their assets to Oldcastle
Precast, Inc.  According to papers filed with the Court, if the
Debtors are unable to use cash collateral following the closing of
the sale to Oldcastle, they will have no alternative but to seek
immediate conversion of their cases to Chapter 7.

As of the Petition Date, the Debtors were indebted to M&T Bank
under the Pre-Petition Loan Documents in the principal amount of
$13,524,208.30, plus accrued, unpaid interest, fees and penalties.
The total indebtedness to M&T Bank will decrease significantly
upon closing of the sale to Oldcastle, as the Debtors' "stalking
horse" bidder, though the exact amount of proceeds being paid to
M&T Bank has not yet been determined.

On Jan. 11, 2013, the Court entered the Final Order authorizing
the Debtors to obtain first-priority secured post-petition
financing of up to $1,200,000 from M&T Bank, and authorizing the
use of cash collateral.  As set forth in the Final DIP Order, the
Debtors have acknowledged that M&T Bank is a secured lender, and
is fully secured and properly perfected in substantially all of
the assets of the Debtors, including cash collateral.

Pursuant to its terms, the Debtors' authorization to use cash
collateral and/or debtor in possession financing expressly expires
on the earlier of closing of the sale under the Sale Motion or
Jan. 31, 2013.  Further, the Debtors are required to repay the
post-petition debtor in financing in full upon closing of the
sale.

On Jan. 18, 2013, the Court entered a final order approving the
Sale Motion and the sale of assets to Oldcastle.

                     About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition
(Bankr. E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in
Reading, Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D.
Kleban, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, in
Philadelphia, serve as counsel to the Debtor.  The Debtor
estimated up to $50 million in both assets and liabilities.  West
Family Associates, LLC (Case No. 12-21306) and West North, LLC
(Case No. 12-21307) also sought Chapter 11 protection.  The
petitions were signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.


NATIONAL HOLDINGS: Completes $8.8 Million Common Stock Offering
---------------------------------------------------------------
National Holdings Corporation has closed on a $8.8 million private
offering of common stock to position the Company for the future by
recapitalizing and providing significant growth capital to expand
the Company's business.  With this capital raise, the Company has
completely recapitalized its balance sheet through the
simultaneous repayment of approximately $2.8 million in debt
financing, the conversion of the balance of outstanding debt
financing and all preferred shares into common stock and the
exchange of substantially all outstanding warrants for common
stock.  The approximate $6 million balance of the capital raise
will be used to grow the Company's client, investment banking and
asset management businesses and for working capital.

The $8.8 million offering of the Corporation's common stock was at
a purchase price of $.30 per share.  No warrants were issued in
the offering.  Approximately $2.8 million from the proceeds of the
offering were used to repay the remainder of the Corporation's
outstanding debt that was not converted in conjunction with the
offering.  As part of this transaction all of the Series C and D
Preferred shares will be converted into common stock of the
Corporation at $.50 per share pursuant to the original terms of
those preferred shares.  In addition, the holders of $5 million in
Notes convertible into Series E Preferred converted that debt into
the Series E Preferred and immediately then converted those Series
E Preferred into common stock of the Corporation also at $.50 per
share also pursuant to the original terms of such convertible debt
and Series E Preferred.  As a result, no preferred shares of
National Holdings Corporation will remain outstanding.  As part of
this transaction, substantially all of the holders of the
Corporation's warrants have also agreed to exchange their warrants
for common stock at a deemed value of the Corporation's common
stock equal to $.30 per share.

The Company also announced that Mark D. Klein has been appointed
CEO and Executive Co-Chairman of National Holdings, succeeding
Mark Goldwasser who will become President and Vice Chairman of the
Corporation and remain CEO of the Corporation's National
Securities subsidiary.  Robert Fagenson will continue to serve as
Executive Co-Chairman and Leonard Sokolow will continue to serve
as Vice Chairman.

"We are extremely pleased to have raised $8.8 Million in private
equity capital from a high quality group of investors to create
one of the strongest balance sheets in our history," said Mr.
Klein, CEO and Executive Co-Chairman.  "These transactions, which
will contribute almost $14 Million to our shareholders' equity,
position National Holdings to best serve all of our clients, and
to significantly and prudently grow our business."

"In addition to putting us in an extremely strong financial
position, the offering provides capital to invest in our retail
broker network and expand our investment banking activities to
maintain our growth," said Robert Fagenson, executive co-chairman.
"We are also fortunate that Mark has accepted the position of CEO.
Mark is an experienced professional who has proven to be a strong
figure on Wall Street and Main Street.  He has led substantial
financial services companies in his nearly 30 year career earning
the respect of individual and institutional clients and creating
value for investors. Mark not only led us in this successful
capital raise and material balance sheet restructuring, but has
been instrumental in setting a broad vision and business strategy
for National Holdings Corporation."

"We are extremely fortunate to have such a dedicated team to drive
our growth and position us for a successful 2013, and beyond,"
said Mark Goldwasser , president and vice chairman.  "Mark,
Robert, Lenny and I, together with the rest of our management
team, are partners dedicated to serving our clients and achieving
the full growth potential of National Holdings Corporation."

Additional information about the transaction is available for free
at http://is.gd/OtHvyb

                       About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

National Holdings incurred a net loss of $1.93 million for the
year ended Sept. 30, 2012, compared with a net loss of $4.71
million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $16.58
million in total assets, $19.48 million in total liabilities and a
$2.89 million total stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NORTEL NETWORKS: Sixth Amendment to Ernst & Young's SoW
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nortel Networks Inc. et al., to modify the scope of services and
compensation of Ernst & Young LLP, pursuant to the sixth amendment
to the statement of work entered into pursuant to the tax services
agreement with Ernst & Young LLP dated Dec. 17.

The Court approved the fee structure and other compensation set
forth in the sixth amendment, including without limitation the
fixed fee of $4,825,000 for the 2013 EY Core Services.

                       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.


NSG HOLDINGS: S&P Assigns 'BB' CCR, Rates $146MM Term Loan 'BB+'
----------------------------------------------------------------
On Jan. 25, Standard & Poor's Ratings Services assigned its 'BB'
corporate credit rating to NSG Holdings LLC.  At the same time,
S&P assigned its 'BB+' issue rating to the company's $146 million
term loan facility maturing 2019 and affirmed its 'BB+' issue
rating on the existing $514 million senior secured notes due 2025
($440.7 million outstanding), with a recovery rating of '2',
indicating a substantial recovery (70% to 90%) if a default
occurs.  The outlook is stable.

The ratings on NSGH reflect an aggressive financial risk profile
marked by high debt balances following the dividend
capitalization.

"Although the dividend recapitalization weakens the financial
measures for 2012 from the improved 2011 levels, almost pushing it
back to "highly leveraged", we expect that the measures will
strengthen in line with aggressive in 2013 and 2014, driven by the
amortization of the project-level debt and the debt at NSGH," said
Standard & Poor's credit analyst Trevor D'Olier-Lees.

S&P views NSGH's business risk profile as satisfactory, reflecting
the company's strong long-term contracted revenue profile (86% of
revenues and 94% of distributions are contracted until the debt
matures in 2025) with creditworthy counterparties, favorable fuel
supply contracts, and a known operating track record, tempered by
the company's moderate portfolio diversity.

NSGH is a wholly owned subsidiary of NSG, which owns or has
beneficial interest in eight electric generation facilities that
consist of about 1,400 megawatts (MW) of natural gas, coal, waste
coal, and distillate fuel oil fired units, with a net ownership of
1,135 MW.  The facilities are in four states, and currently all
but one have power purchase agreements (PPA) or tolling agreements
that expire between 2015 and 2027.  Cambria operates as a merchant
facility in the PJM day-ahead market, following the expiry of its
PPA.


OCEAN DRIVE: Hearing on Disclosures Scheduled for Feb. 25
---------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining Ocean Drive Investment LLC and Cavalier Hotel LLC's
Joint Chapter 11 Plan of Reorganization will be held on Feb. 25,
2013, at 2:00 p.m.  Objections, if any, to the approval of the
Disclosure Statement must be filed no later than Feb. 15, 2013.

The Plan contemplates the substantive consolidation of the
Debtors' Chapter 11 cases and the restructuring of the Debtors'
liabilities.

On the Effective Date, the Plan provides that Holders of Allowed
Administrative Claims will be paid in full.  Holders of Allowed
Priority Tax Claims, if any, will be paid, with interest, over a
period of five years.  Allowed Impaired Secured Claims will retain
their liens and be paid in full.  All Allowed Unsecured Claims
will be paid in full.  The Unsecured Note to be issued to Allowed
Non-Insider Unsecured Claims will be in the amount of $258,000 and
paid quarterly commencing July 1, 2013.

All Equity interests in Ocean Drive (Class 13) and in Cavalier
Hotel LLC (Class 14) will be canceled upon the Effective Date; and
new equity in the Reorganized Debtors will be issued.  Ralph
Abravaya, the managing member of Ocean Drive, and Martin D.
Granatstein will each own 50% of Cavalier Hotel, South Beach LLC
("CHSB"), and the Reorganized Debtors.

Funds generated from operations until the Effective Date will be
used for Plan Payments and general operations  Cash on hand as of
Confirmation from all Debtors will be available for Administrative
Expenses.

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located at Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  The Hotel has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.
Cavalier Hotel LLC is the management company that operates and
manages the Hotel.

Ocean Drive has scheduled assets of $16,000,000 and liabilities of
$10,558,303 as of the Petition Date.  Cavalier Hotel LLC estimated
under $50,000 in assets and at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OCEAN DRIVE: Ridge Hill Objects to Extension of Exclusive Periods
-----------------------------------------------------------------
Ridge Hill Holdings-Miami, LLC, secured judgment creditor and
first-mortgage holder, objects to Ocean Drive Investment LLC and
Cavalier Hotel LLC'S joint motion to extend their exclusive
periods, citing:

1. There is no evidence of a ny good faith progress toward
reorganization.  Other than negotiations regarding cash
collateral orders, nothing substantive has occurred.

   3. The Debtors have accomplished very little since the Petition
      Date.

   4. It is unclear how ODI, a single-asset real estate debtor
      with no operations, can even hope to muster an impaired
      accepting class.  Other than Ridge Hill's proof of claim and
      the claim of the Internal Revenue Service, the only proofs
      of claim filed against ODI were filed by the city of Miami
      Beach and total $175.00.

   5. Although ODI scheduled 6 unsecured creditors, three of them
      are purported "loans" from family members and a fourth is a
      purported $20,000 loan from the Property's "maintenance"
      manager, Bill Sabat.  An inspection of the promissory
      reveals that the purpose of the "loan" was for the borrower
      to invest in FOREX trading.

   6. The secured claims of Carlos Gil, P.A., Ismael Petroni, and
      Oscar Mercep (the "Chefs' Claims") were allegedly granted
      consentual mortgages to secure purported obligations that
      arose out of a dispute Mr. Abravaya had with the former
      chefs at an entirely unrelated restaurant operation, which
      are clearly avoidable transfers.

Ridge Hill says that by the foreclosure judgment it was able to
obtain on Aug. 17, 2012, the State Court determined that Ridge
Hill was owed $9,923,682.05 as of that date under the loan
documents.

In the motion to extend exclusivity, filed Dec. 22, 2013, the
Debtors request for an extension of their exclusive rights to file
a plan for an additional thirty (30) days from the entry of the
order and a concomitant extension of time to solicit acceptances
of the plan.

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located at Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  The Hotel has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.
Cavalier Hotel LLC is the management company that operates and
manages the Hotel.

Ocean Drive has scheduled assets of $16,000,000 and liabilities of
$10,558,303 as of the Petition Date.  Cavalier Hotel LLC estimated
under $50,000 in assets and at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OM GROUP: Moody's Maintains 'Ba2' CFR; Business Sale Positive
-------------------------------------------------------------
Moody's Investors Service said OM Group Inc.'s (Ba2 Corporate
Family Rating, stable) recently announced divestiture of its
Advanced Materials business is a credit positive. OM Group
announced it will repay debt with the sales proceeds, which will
likely result in credit metrics supportive of a higher rating.
However, Moody's is maintaining the current Corporate Family
Rating since it expects the firm to continue to engage in
significant acquisitions that will result in a re-levering of its
balance sheet and a more sustainable long-term capital structure.

OM Group, Inc. (OM Group) is a Cleveland, Ohio-based vertically
integrated producer of cobalt-based specialty chemicals, advanced
materials, magnetic materials and components, and batteries. OM
Group had revenues of $1.7 billion for the year ended Sept. 30,
2012.


OTANGELES LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Otangeles LLC
        751 E 81st Place
        Merrillville, IN 4641

Bankruptcy Case No.: 13-20197

Chapter 11 Petition Date: January 26, 2013

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Andrew L. Kraemer, Esq.
                  506 East 86th Ave.
                  Merrillville, IN 46410
                  Tel: (219) 791-9630
                  Fax: (219) 791-9631
                  E-mail: kraemera@sbcglobal.net

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.


OVERSEAS SHIPHOLDING: Technicality Ruins Owners' Setoff Rights
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of Overseas Shipholding Group Inc.
is an example of how subtle facts can dramatically affect the
rights of creditors under bankruptcy law.

The report recounts that OSG was giving up several vessels through
the rejection process that in substance is a court-authorized
breach of contract.  The ship charters called for the owners on
redelivery at the end of the term of the charters to reimburse OSG
for the value of fuel and other stores on the vessels that OSG had
purchased.  Ship owners resisted reimbursement for fuel and
stores, pointing out how they will have large damage claims
resulting from early termination of charters.

The report relates that in rulings last week, U.S. Bankruptcy
Judge Peter J. Walsh in Delaware precluded the ship owners from
offsetting.  Instead, he is requiring them to pay OSG for the fuel
and other property on the ships at redelivery.

Mr. Rochelle notes that bankruptcy law governing the right to
offset contains a concept known as mutuality.  For a creditor to
be permitted an offset, the debts and credits must both occur
either before bankruptcy or both after bankruptcy.  The
requirement to reimburse for the ships' stores arises after
bankruptcy and so too it would appear that the owners' damages for
breach of the charters occur after bankruptcy.

"Not so fast.  Bankruptcy law creates a fiction where damages from
rejection of a contract are deemed to occur before bankruptcy, so
the damage claim is a pre-bankruptcy unsecured claim,"
Mr. Rochelle points out in his report.

"Consequently, the ship owners failed in their attempted offset
because the debts and credits didn't both arise after bankruptcy.
Required "mutuality" is lacking because the rejection damages are
before bankruptcy while the obligation to pay for ships' stores is
after bankruptcy."

Judge Walsh previously said he would allow OSG to end the
charters, saving the offset dispute for the decisions he handed
down last week.

The $300 million in 8.125% senior unsecured notes due 2018 traded
at 11:30 a.m. on Jan. 25 for 38.438 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The bonds have risen 67% in value
since the last trade on the date of bankruptcy.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PARADISE HOSPITALITY: Plan Confirmation Hearing Today
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing today, Jan. 29, 2013, at 10:30 a.m., to
consider the confirmation of Paradise Hospitality, Inc.'s First
Amended Plan of Reorganization dated Nov. 20, 2012.

According to the Disclosure Statement, the Plan will accomplish
payments under the Plan by its earnings from rental of the
Debtor's property.  The Debtor's revenue will be used to pay
secured property tax claims, pay RREF WB Acquisitions, LLC, pay
administrative claims and priority unsecured claims, with a
distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

In is anticipated that, on the Effective Date, the Debtor will
have $500,000 unless the sale of the Retail Center  -- a hotel
located in Toledo, Ohio and a retail shopping center in El Dorado,
Arkansas -- has closed already at that time, in which case it
anticipates having well over $1,000,000.

Under the Plan, general unsecured creditors will receive for their
allowed claims ($1,815,910) an amount equal to their allowed claim
paid in equal quarterly installments over 120 months.

Dae In Kim and Jane Kim each will retain their respective 50%
shareholder interest.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/PARADISE_HOSPITALITY_ds_1amended.pdf

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq., at
Lim, Ruger & Kim, LLP, serves as the Debtor's counsel.  The Debtor
disclosed $15,628,687 in assets and $21,430,333 in liabilities as
of the Chapter 11 filing.  The petition was signed by the Debtor's
president, Dae In Kim, a Korean businessman who lives in southern
California.




PEREGRINE FINANCIAL: Trustee Sues Wasendorf's Ex-Wife
-----------------------------------------------------
Reuters' Ann Saphir reports that Ira Bodenstein, the trustee of
Peregrine Financial, filed a lawsuit late Friday against the
former wife of the bankrupt brokerage's former chief executive,
alleging that some of the more than $100 million Russell Wasendorf
Sr., stole from clients went to pay for his divorce settlement.
The lawsuit demands the return of more than $2.9 million in
divorce payments and the disallowance of Connie Wasendorf's
bankruptcy court claims for an additional $2.4 million, money she
says is still owed her from the divorce.  The divorce was
finalized on Dec. 30, 2010.

Reuters relates Mr. Wasendorf has pleaded guilty to embezzlement
and is in an Iowa jail awaiting sentencing this Thursday.
Prosecutors say he stole about $215 million from his clients over
the nearly 20-year life of his firm, and are seeking to keep him
behind bars for the rest of his life.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHARMACEUTICAL PRODUCT: Amendment No Impact on Moody's 'B2' CFR
---------------------------------------------------------------
Moody's Investors Service commented that Pharmaceutical Product
Development, LLC's and Jaguar Holding Company II's (collectively,
"PPD") proposed amendment to the senior secured term loan has no
impact on the company's B2 Corporate Family Rating or stable
outlook. Existing debt ratings will also remain unchanged. Moody's
notes, however, that the proposed amendment is modestly credit
positive as it aims to reduce pricing on the term loan. This will
reduce interest expense and result in improved interest coverage
and cash flow.

Pharmaceutical Product Development, LLC is a leading global
contract research organization. The company provides preclinical
drug discovery, Phase I through Phase IV clinical development,
post-approval services as well as laboratory services to
pharmaceutical, biotechnology and academic customers, among
others. PPD was acquired by The Carlyle Group and Hellman &
Friedman in December 2011. Net revenues for the twelve months
ended September 30, 2012 approximated $1.8 billion.


PHARMACEUTICAL PRODUCT: S&P Rates $1.455 Billion Term Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Wilmington, N.C.-based
contract research organization (CRO) Pharmaceutical Product
Development LLC's proposed $1.455 billion term loan B-2 an issue-
level rating of 'B+' (one notch above the 'B' corporate credit
rating on the company), with a recovery rating of '2', indicating
S&P's expectation for substantial (70%-90%) recovery in the event
of default.  Jaguar Holding Company II is also a co-borrower under
the loan.

The 'B' corporate credit rating on the company remains unchanged.
The outlook is stable.

The company intends to use proceeds from the new term loan to
refinance its existing term loan, which carries a higher coupon.
S&P also rates the existing term loan 'B+'.

The ratings on Pharmaceutical Product Development reflect the
company's "highly leveraged" financial risk profile and "fair"
business risk profile.  S&P's assessment of a highly leveraged
financial risk profile incorporates its belief that leverage,
currently over 7x, will remain above 6x over the next two years.
It also reflects S&P's expectation that the company will sustain
funds from operations to total debt in the high-single digits,
consistent with a highly leveraged financial risk profile.

RATINGS LIST

Pharmaceutical Product Development LLC
Corporate Credit Rating                  B/Stable/--

New Rating

Pharmaceutical Product Development LLC
Jaguar Holding Company II
$1.455B term loan B-2                    B+
  Recovery Rating                         2


PINNACLE AIRLINES: Headquarters Will Relocate to Minnesota
----------------------------------------------------------
Pinnacle Airlines Corp.'s headquarters will relocate to Minnesota
after an exhaustive evaluation of the most cost-effective option
as the Company emerges from Chapter 11.  The present headquarters
location is in Memphis, Tenn.

Pinnacle's operation will be located in vacant space leased by
Delta Air Lines on Minneapolis-St. Paul International Airport
property.

"We had the responsibility to explore every aspect of our business
to find opportunities to reduce costs, including evaluating our
property leases, to find the most economical options for
Pinnacle," said John Spanjers, president and CEO of Pinnacle
Airlines.  "Our analysis covered everything from the available
labor pool and operational alignment to economic incentives.  Both
Memphis and the State of Minnesota presented very strong cases.
In the end, it was an economic decision."

"We especially appreciate the efforts of Gov. Bill Haslam and the
State of Tennessee, Mayor A C Wharton and the City of Memphis, the
Downtown Memphis Commission, our landlord at One Commerce Square,
Gov.  Mark Dayton and the State of Minnesota, the Metropolitan
Airports Commission in Minneapolis-St. Paul and Delta.  They all
were very aggressive in working with us and our decision was
difficult to make."

"This is a significant milestone in our restructuring and
represents substantial progress that we expect will allow us to
continue down a path toward successfully emerging from
bankruptcy," Spanjers said.

Pinnacle presently occupies 170,000 square feet at One Commerce
Square in downtown Memphis, which houses approximately 500
employees.  Tentative plans call for the move to Minnesota to be
completed by May 2013.

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


POTOMAC SUPPLY: Morgan Joseph Assisted in Sale to AIP
-----------------------------------------------------
The Financial Restructuring Group of Morgan Joseph TriArtisan LLC
served as exclusive investment banker on the sale of the operating
assets of Potomac Supply Corporation to an affiliate of American
Industrial Partners, a middle-market private equity firm focused
on acquiring and improving North American-headquartered industrial
businesses.

Following liquidity constraints due to abnormally weak lumber
markets resulting from the U.S. economic crisis and other internal
factors, the Company filed for protection under Chapter 11 of the
U.S. Bankruptcy Code in the Eastern District of Virginia
(Richmond) on January 20, 2012.  Morgan Joseph assisted the
Company in exploring numerous strategic alternatives that resulted
in the sale of substantially all of the Company's operating assets
to Potomac Supply, LLC, an affiliate of American Industrial
Partners.  The sale was made pursuant to Section 363 of the U.S.
Bankruptcy Code.

Morgan Joseph was involved in all aspects of the transaction,
including preparation of all marketing materials, due diligence,
financial modeling, and negotiation of the purchase agreement.

"Our Group was retained in April 2012 to assist the company in
exploring strategic alternatives, ultimately leading to the
transaction with American Industrial Partners, which will allow
for a new well financed future for Potomac," said James ("Jim")
Decker, Head of Morgan Joseph's Financial Restructuring Group.
"This places the Company now in the highly capable hands of an
experienced partner in the building products industry and allows
Potomac to expand its capabilities for its customers."

In addition to Mr. Decker, the Morgan Joseph team members involved
in implementing the transaction included Stephen Clarke, Managing
Director in the Industrials Group, and from the firm's Financial
Restructuring practice, Alex Fisch, Director, and Si Li, Analyst.
Pillsbury Winthrop Shaw Pittman LLP represented Potomac.

              About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing.  The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt.

                       About Potomac Supply

Founded in 1948, Potomac Supply Corporation manufactures a diverse
range of wood products, including treated lumber, wood pellets,
decking, fencing and pallets, in its wood-processing and
production facilities.  The Kinsale, Virginia-based building-
supply manufacturer filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January 2012
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


POWERWAVE TECHNOLOGIES: Files Chapter 11 in Delaware
----------------------------------------------------
Powerwave Technologies Inc, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

The Company said in a regulatory filing that its foreign and U.S.
subsidiaries were not part of the bankruptcy.  The Company will
continue to operate its businesses as a "debtor in possession"
under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and the
orders of the Bankruptcy Court.  The Non-Filing Entities will
continue to operate in the ordinary course of business.  The
Company intends to use the protections afforded under Chapter 11
the Bankruptcy Code to, among other things, facilitate a
reorganization or sale of the Company or its assets.

On April 24, 2012, Filtronic (Suzhou) Telecommunications Products
Co., Ltd., a subsidiary of Powerwave Technologies, entered into an
Asset Purchase Agreement with Shenzhen Tatfook Technology Co.,
Ltd. pursuant to which Powerwave's Chinese subsidiary sold certain
assets of its Chinese manufacturing facility located in Suzhou,
China to Tatfook.

In connection with this transaction, Powerwave entered into a
Supply Agreement with the Tatfook.  The Supply Agreement had an
initial term of three years and under the Supply Agreement,
Powerwave agreed to purchase certain components and finished
products from Tatfook.  On Jan. 27, 2013, Powerwave terminated the
Supply Agreement for cause or, in the alternative, without cause
per the terms of the Supply Agreement.  Powerwave had been in a
dispute with Tatfook as a result of Tatfook unilaterally imposing
a credit limit on Powerwave that Powerwave believes was contrary
to the terms of the Supply Agreement.

                     Equity May Get Nothing

The Company said its stockholders are cautioned that trading in
the shares of the Company's common stock during the pendency of
the Bankruptcy Filing will be highly speculative and will pose
significant substantial risks.  Trading prices for the Company's
common stock may bear little or no relationship to the actual
recovery, if any, by holders thereof in the Company's Bankruptcy
Filing.  The Company said it cannot predict what the ultimate
value of its common stock may be or whether the holders of common
stock will receive any distribution in the reorganization;
however, it is likely that the Company's common stock will have
very little or no value given the amount of the Company's
liabilities compared to its assets.

                         Events of Default

The Company said the Bankruptcy Filing constituted an event of
default with respect to these debt instruments:

     (a) Indenture, dated as of November 10, 2004, by and among
the Company, and Deutsche Bank Trust Company Americas, as Trustee,
with respect to approximately $51,000 principal amount, together
with accrued and unpaid interest on outstanding debt securities in
the form of 1.875%% Convertible Subordinated Notes due 2024;

     (b) Indenture, dated as of September 27, 2007, between the
Company and Deutsche Bank Trust Company Americas, as Trustee, with
respect to approximately $150,000,000 principal amount, together
with accrued and unpaid interest on outstanding debt securities in
the form of 3.875% Convertible Subordinated Notes due 2027;

     (c) Indenture, dated as of July 26, 2011, by and among
Company and Deutsche Bank Trust Company Americas, as Trustee, with
respect to approximately $100,000,000 principal amount, together
with accrued and unpaid interest on outstanding debt securities in
the form of 2.75% Convertible Senior Subordinated Notes due 2041;
and

     (d) Credit Agreement dated September 11, 2012 by and among
the Company, the lenders signatory thereto and P-Wave Holdings
LLC, as Agent with respect to approximately $35,000,000 principal
amount, together with accrued and unpaid interest outstanding.

The Bankruptcy Filing also constituted an event of default with
respect to the Real Estate Lease between the Company and AGNL
Antenna, LP dated October 21, 2011 regarding the Company's
corporate headquarters.

The Debt Documents provide that as a result of the Bankruptcy
Filing the principal amount (and, in the case of the 2.75% Notes,
all accreted principal), and all accrued and unpaid interest under
the Debt Documents shall be immediately due and payable.  In
addition, the Bankruptcy Filing resulted in the termination of the
lending commitment under the Credit Agreement.  The Company noted
that any efforts to enforce the payment obligations under the Debt
Documents or the default under the Real Estate Lease are stayed as
a result of the Bankruptcy Filing and the creditors' rights of
enforcement in respect of the Debt Documents and the Real Estate
Lease are subject to the applicable provisions of the Bankruptcy
Code.

                        Trading Suspension

The Company received a letter on June 15, 2012 from The NASDAQ OMX
Group notifying the Company that it failed to comply with NASDAQ
Listing Rule 5450(a)(1) because the bid price for the Company's
common stock, over the last 30 consecutive business days, has
closed below the minimum $1.00 per share requirement for continued
listing.  In accordance with NASDAQ Listing Rule 5810(c)(3)(A),
the Company had a period of 180 calendar days, or until Dec. 12,
2012, to regain compliance with the NASDAQ minimum bid price rule.

On Dec. 13, 2012, the Company received a Staff Delisting
Determination Letter from NASDAQ indicating that the Company had
not timely regained compliance with the NASDAQ minimum bid price
rule and that the Company's common stock was subject to delisting
unless the Company requested a hearing before a NASDAQ Listing
Qualifications Panel.  The Company requested a hearing before the
Panel, and the Panel set a hearing on Jan. 31, 2013.

In light of the Bankruptcy Filing, the Company requested that the
hearing before the Panel be cancelled.  In response to the
Bankruptcy Filing, by letter dated Jan. 28, NASDAQ notified the
Company that its common shares would be suspended at the open of
business on Jan. 30, 2013 and that NASDAQ will file a Form 25
Notification of Delisting with the Securities Exchange Commission
in accordance with its internal procedures.


PRECISION OPTICS: Stockholders Demand $719,000 for Damages
----------------------------------------------------------
Precision Optics Corporation, Inc., received a demand letter on
Jan. 17, 2013, from two of its stockholders, Special Situations
Fund III QP, L.P., and Special Situations Private Equity Fund,
L.P., alleging that the Company failed to maintain a current
registration statement for the sale of stock purchased by Special
Situations pursuant to purchase agreements entered into in 2007
and 2008, and seeks prompt payment of $719,000 as liquidated
damages and an amendment to the terms of certain warrants
purchased in 2008.  A registration statement covering the shares
in question is currently effective.

If Special Situations commenced litigation and the Company was
required to pay cash liquidated damages, the amount of liquidated
damages as claimed by Special Situations would likely have a
material adverse effect on the Company's cash position and
operations.  While the Company disputes the claims, the Company
believes it is in the best interests of all stockholders to reach
a non-cash settlement, if possible, in order to preserve the
Company's cash for operations and growing its business while
avoiding the expense of litigation.  The Company intends to
negotiate with Special Situations to reach a mutually acceptable
outcome, and the Company believes it already has an agreement in
principal for a non-cash settlement of these claims.  The specific
details of this non-cash settlement are in the process of being
finalized and are subject to approval by the Company's Board of
Directors.

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.38 million in total assets, $984,227 in total liabilities, all
current, and $2.40 million in total stockholders' equity.


PRM REALTY: Plan Confirmation Hearing Set for Feb. 6
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Feb. 6, 2013, at 1:30 p.m., to consider the
confirmation of the Amended Chapter 11 Plan of Reorganization for
PRM Realty Group, LLC, as proposed by Peter R. Morris, and PRM
Realty.

According to the First Amended Joint Disclosure Statement, the
Plan will have a five-year term whereby the Debtors will seek to
enhance the value of the existing assets through entitlement,
market correction, litigation or development and distribute the
resulting Net Distributable Cash Flow to the Class 7 Allowed
General Unsecured Creditors.

The Debtors will initially fund their operations from a
combination of cash reserves, new sales of art work, Contributed
Assets, collections of accounts receivable, and funds raised from
third-parties, if available.  The Debtors' day-to day operations
will be funded by the Plan Funds.  For the Plan Term, revenues
received by the Debtors after funding of the Debtors' Operating
Expenses will be paid with Net Distributable Cash Flow being
distributed among the Class 7 Unsecured Creditors, the Debtors
and any third-party investor or lender.

A copy of the First Amended Plan is available for free at
http://bankrupt.com/misc/PRMREALTY_ds_1amended.pdf

                     About PRM Realty Group

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-30241) on
Jan. 6, 2010.  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  Gerrit M.
Pronske, Esq., at Pronske & Patel, P.C., serves as bankruptcy
counsel to the Debtors.  PRM Realty disclosed $34.05 million in
assets and $225.6 million in liabilities as of the Petition Date.
No committee of unsecured creditors has been appointed.


QUANTUM FUEL: Signs $1.8 Million Bridge Notes Purchase Agreement
----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., on Jan. 24,
2013, entered into a Securities Purchase Agreement for the sale
and purchase of $1,800,000 of unsecured 0% nonconvertible
promissory notes and warrants to purchase shares of the Company's
common stock.

The Bridge Notes include a $300,000 original issue discount;
provided, however, if the Bridge Notes are repaid in full on or
before July 1, 2013, then the total principal amount due under the
Bridge Notes is reduced to $1,625,000, which, as a result, would
lower the original issue discount to $125,000.  At closing, the
Company received gross proceeds of $1,500,000.  The proceeds from
the Private Placement will be used for general working capital
purposes.  The Bridge Notes are unsecured obligations of the
Company.

Each Investor received an Investor Warrant entitling the Investor
to purchase shares of the Company's common stock equal in number
to 100% of the purchase price for such Investor's Bridge Note
divided by $1.00.  The aggregate number of shares underlying the
Investor Warrants is 1,500,000.  Each Investor Warrant has a term
of 5.5 years, cannot be exercised for a period of six months
following the date of issuance and entitles the Investor to
purchase one share of the Company's common stock at an initial
exercise price of $1.00 per share, subject to customary anti-
dilution adjustments.

The Company paid its placement agent, Ascendiant Capital Markets,
LLC, a cash fee of $112,500 and issued the Placement Agent a
warrant to purchase 45,000 shares of the Company's common stock,
with terms substantially the same as the Investor Warrant, in
consideration for the Placement Agent's services in connection
with the Private Placement.

Additional information about the transaction is available at:

                       http://is.gd/oA0Hjt





                          About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


RANCHO HOUSING: American West OK'd to Foreclose on Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
entered an order granting American West Bank relief from automatic
stay regarding collateral securing loans incurred by Rancho
Housing Alliance, Inc., or its affiliate Desert Alliance for
Community Empowerment, Inc., subject to these conditions:

   a. American West may immediately apply the cash deposits held
as collateral in partial satisfaction of its allowed secured
claims.

   b. American West may immediately commence but not complete the
foreclosure process upon its real and personal property collateral
located on Green Street in Blythe, California, comprising the six
lots with mobile homes and the ten vacant lots.  Until April 30,
2013, the Debtor/DACE will have the exclusive right to market and
sell the Green St. properties.  In the event the Debtor/DACE
timely procures (i) a buyer for any of the six lots with mobile
homes at or in excess of $65,000, or (ii) a buyer for any of the
ten vacant lots at or in excess of $7,000, American West will
cooperate in selling such lot to the buyer, and will not complete
the foreclosure on the lot.  No additional motion or Court order
is required to complete the sale.  The net sale proceeds of each
lot actually sold will be applied to pay down the loans.  From and
after May 1, 2013, American West will be entitled to complete the
foreclosure on any remaining lots without further motion or Court
order.

   c. American West may immediately commence but not complete
the foreclosure process upon its commercial real property
collateral located at 1503 E. Hobson Way in Blythe, California.
The Debtor/DACE may at their election retain the E. Hobson St.
property by entering into a change in terms agreement with
American West (continuing in place the security interest in the
E. Hobson St. property) and fixing the amount owed at the lesser
of (i) the amount of the deficiency then remaining on the Loans,
or (ii) $110,000, on these financing terms: Debtor's/DACE's choice
of either (i) one year term, payments of interest only, 7%
interest; or (ii) three year term, payments of principal and
interest at a 20-year amortization schedule, 7% interest.
Debtor/DACE will have until May 31, 2013, to notify American West
in writing of its decision to retain the E. Hobson Way property
through such a re-financing.  Absent the timely election, American
West may complete the foreclosure of E. Hobson Way without further
motion or Court order.

In this connection, American West is deemed to vote in favor of
the Debtor's proposed plan of reorganization, or any modified
Chapter 11 plan which provides for treatment of American West's
claims:

         Any unsecured deficiency claim by American West
         Bank as against the Debtor/DACE will be deemed
         waived.  This treatment will constitute full
         satisfaction of the allowed claims of American
         West Bank as against the Debtor and DACE.
         American West Bank is deemed an impaired,
         consenting class under the Plan.

The U.S. Bankruptcy Court continued until Feb. 19, 2012, at 1:30
p.m., the hearing to consider adequacy of information in the
Disclosure Statement explaining the Rancho Housing Alliance,
Inc.'s proposed Chapter 11 Plan.

                   About Rancho Housing Alliance

Rancho Housing Alliance, Inc., is a California non-profit public
benefit corporation authorized and operating pursuant to Division
2 of Title I of the California Corporations Code.  RHA has members
but does not issue equity securities of any kind.  Each member
also serves on the Debtor's board of directors.  However,
operational control of the Debtor rests with its Executive
Director, Mr. Jeffrey Hays.

RHA's specific charitable purposes are to benefit and support
another California non-profit public benefit corporation known as
Desert Alliance for Community Empowerment, Inc.  In assisting
DACE, RHA, among other things, provides affordable, decent, safe
and sanitary housing for low income persons where adequate housing
does not exist and assists low-income households to secure
education, training and services for self-sufficiency.  In meeting
these goals, RHA owns and operates a number of properties and
programs.

RHA filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.

The bankruptcy filing was precipitated when the City of Coachella
Redevelopment Agency filed a judicial foreclosure action on the
Tierra Bonita project and began threatening to do so with respect
to the Calle Verde Project.  The aggregate debt for both projects
is roughly $6 million, with a potential deficiency judgment that
could reach $4.9 million.

The Plan will have the support of every class of creditors, except
American West Bank, the Class 6a and 6b creditor.  After filing
its proposed amended Disclosure Statement and Plan, the Debtor and
the Bank have been negotiating regarding various alternate
collateral packages that would result in making some of the cash
deposits available to the Debtor for use in its operations.  These
negotiations, if successful, will necessitate revisions to the
Plan and the Disclosure Statement, in that the treatment of
Classes 6a and 6b could be altered significantly.


RESIDENTIAL CAPITAL: Evidentiary Hearing on Bonuses Today
---------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, is trying to stop
Residential Capital LLC and its debtor affiliates from paying out
more than $33 million in normal annual bonuses to more than 75% of
its employees.

An evidentiary hearing has been scheduled for January 29, 2013, at
2:00 p.m. (Prevailing Eastern Time) to address the outstanding
objection of the Office of the United States Trustee.

The Justice Department's bankruptcy monitor said that while ResCap
is presenting the bonuses as an "ordinary course" transaction, the
company still needs to disclose enough information to adhere to
the bonus requirements set out by the Bankruptcy Code.

Residential Capital is seeking to, under its annual incentive
plan, pay bonuses to about 3,000 out of 3,926 employees.

The U.S. Trustee pointed out that ResCap has not provided
information and reasons why it has met the strict requirements of
Section 530 of the Bankruptcy Code, which governs bonus and
incentive plan payments to employees.

The U.S. Trustee complained that with respect to the 185 Key
Employee Incentive Plan/Key Employee Retention Plan Participants,
the proposed AIP payments to the KEIP Participants are retentive
and therefore barred by Section 503(c)(1).  Even if the AIP
payments to the KEIP Participants were determined to be incentive-
based, both the KEIP Participants and the KERP Participants would
have to satisfy Section 503(c)(3) and justify the AIP payments,
which, at a minimum, would require the Debtors to establish that
the previously approved KEIP and KERP awards did not contemplate
the entirety of the compensation to be paid to the KEIP/KERP
Participants, the U.S. Trustee further argued.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Seeks Approval of $297MM Fannie Mae Deal
-------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to approve a stipulation under which they agreed to pay to
Fannie Mae $297,600,000 for amount outstanding with respect to
their contracts and amount necessary to "cure" all defaults under
the Agreements and to allow for the assumption and assignment of
the Fannie Mae Agreements within the meaning of Section 365 of the
Bankruptcy Code.  The stipulation ends Fannie Mae's opposition to
the proposed sale of the Debtors' assets.

The settlement payment consists of $265 million for cure payment
and $32.6 million for a debt owed to Fannie Mae under its
agreements with ResCap.

Steven Church, writing for Bloomberg News, related that Fannie Mae
(Federal National Mortgage Association) is the biggest owner of
loans generated by ResCap.  Fannie Mae had demanded the so-called
cure payment as compensation for any losses that may be caused by
ResCap's bankruptcy filing, Bloomberg related.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Final Hearing on Hudson Hiring on Feb. 28
--------------------------------------------------------------
The Bankruptcy Court entered a second interim order authorizing
Residential Capital LLC and its affiliates to employ Hudson Cook,
LLP, as their special counsel, nunc pro tunc to May 14, 2012.  A
final hearing on the employment application is scheduled for
February 28, 2013.

Hudson Cook began representing Debtor GMAC Mortgage, LLC, and Ally
Financial Inc. in connection with a review of foreclosure and loan
files in June 2011, focusing on four operational Foreclosure
Review "workstreams."  Since that time, Hudson Cook has been
instrumental in providing legal advice and assistance to
PricewaterhouseCoopers LLP with respect to the Foreclosure Review,
the Debtors tell the Court.  In the course of that work, the
Debtors note, Hudson Cook has developed significant familiarity
with the issues specific to the Foreclosure Review.

The Debtors seek the Court's authority to employ Hudson Cook, nunc
pro tunc to May 14, 2012, for the firm to continue its Foreclosure
Review services.  Hudson Cook is providing legal assistance in
connection with PwC's review of loan files.

Hudson Cook will be paid a monthly pay of the greater of $50,000
and the dollar value of the time billed at the firm's rates.

The firm's hourly rates range from $400 to $665 for partners; $240
to $375 for associates; and $185 to $230 for legal assistants.
The firm will also be reimbursed for any out-of-pocket expenses it
incurs.

Dana Frederick Clarke, a partner at Hudson Cook, LLP, assures the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Ms. Clarke discloses that as of the Petition Date, Hudson Cook
holds a prepetition claim for approximately $131,454 for services
rendered on behalf of GMAC Mortgage and AFI.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Pepper Hamilton Hiring Has Feb. 28 Hearing
---------------------------------------------------------------
The Bankruptcy Court entered a second interim order authorizing
Residential Capital LLC to employ Pepper Hamilton LLP, as their
special foreclosure review counsel, nunc pro tunc to May 14, 2012.
A final hearing on the employment application is scheduled for
February 28, 2013.

Pepper Hamilton partner Gary Apfel, Esq., began representing
Debtor GMAC Mortgage, LLC, and Ally Financial Inc. in connection
with the Foreclosure Review in October 2011.  Since that time,
Mr. Apfel has been instrumental in providing legal advice and
assistance to the independent consultant with respect to the
bankruptcy workstream, the Debtors tell the Court.

Pepper Hamilton will work with PricewaterhouseCoopers LLP to
continue developing and refining the processes for the
Foreclosure Review, and provide legal advice and assistance to PwC
in connection with bankruptcy issues related to the Foreclosure
Review.

Pepper Hamilton will be paid according to its hourly rates of
$675 to $850 for partners, $235 to $500 for associates, and $210
to $220 for paraprofessionals.  Pepper Hamilton will also be
reimbursed for any out-of-pocket expenses it incurs.

Robert S. Hertzberg, Esq., a partner at Pepper Hamilton LLP,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors or their
estates.  Mr. Hertzberg discloses that as of the Petition Date,
Pepper Hamilton holds a prepetition claim for approximately
$23,524 for services rendered on behalf of GMAC Mortgage and AFI

                     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).


RESPONSE BIOMEDICAL: Has New Distribution Agreement with Fisher
---------------------------------------------------------------
Response Biomedical Corp. has entered into a new nonexclusive
distribution agreement with Fisher HealthCare, part of Thermo
Fisher Scientific to distribute its Infectious Disease portfolio
of RAMP(R) products in the U.S.  Fisher HealthCare is a global
distributor of innovative diagnostic technologies and laboratory
products to hospitals, physician office laboratories and alternate
healthcare settings.

This is the second agreement entered into between Response's newly
formed, wholly owned U.S. subsidiary, Response Point of Care Inc.,
and a U.S. distributor in January 2013.  Fisher will market
Response's Infectious Disease Point of Care (POC) test panel,
which currently includes the RAMP(R) Flu A + B test and the
RAMP(R) RSV test, on the RAMP(R) 200.

"This is a key strategic agreement for Response as we continue our
investment into the U.S. marketplace for POC testing.  The
knowledge and experience of Fisher HealthCare in this market is a
vital part of our strategy to substantially increase our
penetration into this highly competitive region.  Our recent
activity and focus within the U.S. market has set an excellent
foundation for growth highlighted by these significant
partnerships with well established and well respected companies,"
stated Tim Shannon, Senior Vice President of Worldwide Sales and
Marketing for Response Biomedical Corp.  "As widely reported in
the media, this year's influenza season is severe which makes this
agreement timely," added Shannon.

Response's Flu A + B and RSV tests are run on the RAMP(R) 200
Reader diagnostic platform that quickly delivers objective results
through an easy-to-use self-timed Reader.  The Reader detects
positive or negative results within 15 minutes that are directly
correlated with the presence or absence of the Flu A and B
nucleoprotein antigens or RSV F-protein antigen.  For the Flu A +
B test, the Reader differentiates between and detects both
influenza A and B antigens and the result is displayed by the
automated Reader.  The fluorescence-reading Reader helps eliminate
user interpretation errors, which can lead to both false negative
or false positive results.  Additionally, the Reader stores test
results which gives lab technicians more flexibility in time and
test management.  The Reader's ability to export data further
reduces the potential for reporting errors by eliminating the need
for manual transfer of patient results.  Rapid detection of RSV
and/or Flu A + B aids hospital laboratories and physician office
laboratories in the rapid diagnosis and treatment of patients.
The RAMP(R) 200 Reader has innovative design features, including
multi-port capability to run up to 12 tests per hour on one module
and up to 36 tests per hour, using three modules.  This allows
tests to be run on multiple patients simultaneously or multiple
assays to be run for one patient.  More information on the
proprietary RAMP(R) Platform can be found at www.responsebio.com

The Market

Seasonal influenza is a highly variable, contagious and
potentially life-threatening viral respiratory infection.
Influenza can lead to severe complications and results in
approximately 3,000 - 49,000 seasonal influenza-related deaths in
the United States every year.

RSV in the United States is responsible for thousands of annual
hospitalizations among children younger than one year.  It is
believed to be the most common viral cause of death in children
younger than five years and in particular, in children younger
than one year.  In the first two years of life, virtually all
children are infected with the virus at some point.

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

As reported in the TCR on April 4, 2012, Ernst & Young LLP, in
Vancouver, Canada, expressed substantial doubt about Response
Biomedical'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 of the Company's recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2012, showed
C$15.4 million in total assets, C$15.9 million in total
liabilities, and a stockholders' deficit of C$494,962.

The Company has sustained continuing losses since its formation
and at Sept. 30, 2012, had a deficit of C$112.9 million and for
the nine month period ended Sept. 30, 2012, incurred negative cash
flows from operations of C$4.1 million compared to C$2.3 million
in the same period in 2011.  Also, the Company had a C$3.4 million
decrease in working capital, net of the warrant liability.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."


ROBERT OTIS GRIFFITH: Ch.7 Trustee May Conduct Short Sale
---------------------------------------------------------
Bankruptcy Judge Peter W. Bowie permitted the Chapter 7 trustee
overseeing the liquidation of Robert Otis Griffith's estate to
sell assets without going through a full marketing process.  The
Debtor objected to the short sale, arguing the property should go
through a full marketing which the Debtor believes would yield
"greater that 4 million . . ."  But Judge Bowie said the Debtor
lacks standing to challenge the proposed sale because the estate
is insolvent.  Independent of the Court's ruling on standing, the
Court also held that the Trustee's sale should be granted on its
merits.

The Chapter 7 Trustee has noted that through the sale, the first
position mortgage holder would be paid in full.  The same entity
holds the second position, and has agreed to accept $19,000 in
payment of a debt of about $456,000.  In addition, the third
position lienholder has agreed to accept $20,000 for a debt on
paper of $1.5 million, although the debt is capped at about one-
third that amount.  The estate would receive a carve-out of
$100,000, from which it will pay some or all of the $20,000
payable to the third position lienholder.

The Trustee has shown that the first mortgage holder is owed
$3,402,099; the second $456,000; and the third $1.5 million, which
is capped by agreement at $488,000.  The total debt on the
property for just the three senior lienholders is $4,346,099,
before considering costs of sale and commission, which usually
totals approximately 8% of the sales price, absent agreement
otherwise.  Those expenses have to be subtracted from the gross
sales price to determine the net yield.

According to the Court, assume a sales price of $4.2 million, as
Mr. Griffith hypothesizes, approximately $336,000 in expenses
would be incurred, leaving a net yield of approximately
$3,864,000, which is significantly less than the total debt
against the property, which is over $4,346,000.

On Sept. 27, 2010, Mr. Griffiths filed a petition under Chapter
13, with the assistance of counsel.  On Oct. 14, 2010, he filed
his missing schedules.  Schedule D showed he had over $4.1 million
in secured debt, making him ineligible for Chapter 13 under 11
U.S.C. Sec. 109 on the face of the petition.  The Chapter 13
trustee objected to confirmation of the Debtor's plan for that
reason.  Confirmation was denied on Dec. 22, 2010, and the order
was entered Jan. 12, 2011.

Less than two weeks later, using the same counsel, Mr. Griffiths
filed a petition under Chapter 11 (Bankr. S.D. Calif. Case No.
11-01008), on Jan. 24, 2011.  Notwithstanding that the Debtor had
filed schedules in the prior Chapter 13, the Chapter 11 case was
again filed "bare bones."  Before the first meeting of creditors
was held, the U.S. Trustee moved to dismiss for lack of
participation in the Chapter 11 process, combined with the
problems in the Chapter 13 case.  Neither the Debtor nor counsel
appeared for the Initial Debtor Interview, nor did they provide
requested documentation.  A creditor opposed dismissal and sought
conversion to Chapter 7 instead.  Following a hearing, the Court
ordered the case converted.

A copy of the Court's Jan. 15, 2013 Order is available at
http://is.gd/pfrx0Pfrom Leagle.com.


SAGAMORE PARTNERS: Wins Plan Confirmation, Seeks Attorneys Fees
---------------------------------------------------------------
Sagamore Partners, Ltd., in December won confirmation of its
Chapter 11 month and this month filed a motion seeking an award of
its attorneys' fees and costs.

On Feb. 1, 2012, JPMCC 2006-LDP7 Miami Beach Lodging, LLC, filed
Claim No. 20-2 in the amount of $46.6 million.  The Debtor
objected to the claim.

On Dec. 26, 2012, the Court entered an order confirming Sagamore's
plan of reorganization.  The centerpiece of the confirmation order
was the adjudication of the objection of JPMCC, the lone objector
to the Plan.

In its confirmation order, the Court overruled the JPMCC objection
and ordered JPMCC to withdraw a foreclosure action, styled JPMCC
2006-LDP7 Miami Beach Lodging LLC v. Sagamore Partners, Ltd., et
al., Case No. 09-88077-CA-32, currently pending in the Circuit
Court for the 11th Judicial Circuit, Miami-Dade County Florida.

Under the parties' prepetition loan agreement, which was admitted
into evidence at the hearing on Nov. 15, 2012 and Dec. 7, 2012 to
consider confirmation of the Plan, the lender is entitled to its
attorneys' fees in connection with enforcing or preserving its
rights under the loan documents.

Under Section 57.105(7), Florida Statutes, "If a contract contains
a provision allowing attorney's fees to a party when he or she is
required to take any action to enforce the contract, the court may
also allow reasonable attorney's fees to the other party when that
party prevails in any action, whether as plaintiff or defendant,
with respect to the contract."

The Debtor points out that it is without question the "prevailing
party" in this case.  The Court overruled the Objection in its
entirety, denied JPMCC's claim for default interest in excess of
$5.2 million and attorneys' fees in excess of $2.7 million,
rejected JPMCC's various alleged non-monetary defaults and
feasibility arguments, and confirmed the Debtor's Plan.

The Debtor incurred attorneys' fees and costs in the approximate
amount of $1.26 million in connection with this bankruptcy case,
which does not include certain post-confirmation fees.

The Chapter 11 effort was financed by the use of cash collateral.
The Bankruptcy Court on Dec. 21 entered a sixteenth interim order
authorizing the Debtor to continue using cash collateral until
Jan. 24, 2013.  The interim orders gave the Debtor access to the
cash collateral of JPMCC.

                    About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

In July 2012, Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining the Debtor's Plan of
Reorganization.  Pursuant to the Plan, the Debtor proposes to
reinstate the maturity date of its loan with JPMCC 2006-LDP7 Miami
Beach Lodging, with interest from the Effective Date of the Plan
at the loan's non-default interest rate; and cure monetary
defaults under the Loan by paying the Secured Lender unpaid
interest which has accrued on the Loan at the Interest Rate, but
not interest which has accrued on the Loan at the Default Rate.

According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan.  Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is denied.

The U.S. Trustee has not appointed an official committee in the
case.


SAMUEL ADAMS: Bankruptcy Filing Stalls Auction of Jones Block Bldg
------------------------------------------------------------------
Phil Demers, writing for North Adams Transcript, reports that
Hoosac Bank's scheduled auction of the Jones Block building did no
more than draw a crowd of roughly 15 people out in single-digit
temperatures Thursday.  Samuel Adams Enterprises, LLC, which owns
the building, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y.
Case No. 13-40381) on Jan. 23 and thereby prevented the sale.
Samuel Adams Enterprises was formed by Jones Block owner Gerry
Sanchez of Polonia Restorations out of New York after he purchased
the building in 2008.

According to the report, Mr. Sanchez said in an Jan. 3 interview
with the Transcript that "somehow [the auction] won't happen."
Bank representatives at Thursday's auction declined to comment,
but did reschedule the auction.  Mr. Sanchez said the company
defaulted on its mortgage after the bank demanded accelerated
payment.

The report relates auctioneer Corey Fisher of Aaron Posnik and Co.
announced the new date of March 15, at 1 p.m., when the bank will
make a second attempt to auction the building.  The auction will
be held on site.

According to the report, citing papers filed in bankruptcy court,
the company's mortgage with Hoosac Bank is more than $1 million
for the Jones Block, 49-51 Park St., and the Carlow building,
39-45 Park St., and the company has estimated assets of $1 million
to $10 million.  The property itself is valued above $2 million.


SAMSON AND MOCHI: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Samson and Mochi Corporation
        1 BetterWorld Circle
        Temecula, CA 92590

Bankruptcy Case No.: 13-11421

Chapter 11 Petition Date: January 27, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark D. Houle

Debtor's Counsel: Dennis E. McGoldrick, Esq.
                  MCGOLDRICK
                  350 S Crenshaw Blvd Ste A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  E-mail: dmcgoldricklaw@yahoo.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 eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-11421.pdf

The petition was signed by Michael Calvert, president.


SCHOOL SPECIALTY: Files Chapter 11 to Facilitate Sale Process
-------------------------------------------------------------
School Specialty, Inc. on Jan. 28 disclosed that it has entered
into an asset purchase agreement with an affiliate of Bayside
Capital, Inc., under which School Specialty proposes to sell its
assets as a going concern through a court-supervised sale process.
To facilitate the sale transaction, School Specialty and certain
of its subsidiaries on Jan. 28 filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware and is pursuing the sale process under
Section 363 of the Bankruptcy Code.

In connection with the filing, the Company has secured a new
lending arrangement to be provided by School Specialty's existing
asset-based lenders and a commitment for $50 million in additional
capital in the form of debtor-in-possession financing from an
affiliate of Bayside Capital.  This financing is intended to
provide School Specialty with ample liquidity to operate the
business and meet its ongoing obligations to customers, business
partners, suppliers and employees through completion of the sale
process.

[Mon]day's announcement will enable a sale of the business on an
expedited basis to Bayside Capital or any higher or better bidder
approved by the Court, and its emergence as owned by a financially
stronger entity.  The Company anticipates completing the sale
process in approximately 60-90 days.

School Specialty's President and CEO Michael P. Lavelle, said, "We
are pleased to have reached these agreements with Bayside, and are
confident School Specialty's business has a bright future.  We
fully expect to continue normal business operations, providing
quality, value-driven education products and excellent customer
care and programs.  Our customers remain a top priority and we
plan to meet all our customer commitments and maintain customer
policies and programs.

"We have made good progress in our turnaround strategy to
strengthen School Specialty's business by realigning the
organization to deliver better value for our customers and
improving the quality and efficiency of operations.  In School
Specialty, we have a company with excellent potential but with a
burdensome amount of debt on our balance sheet.  The actions we
are announcing [Mon]day allow us to strengthen our financial
condition as we continue transforming School Specialty's business
for the future, including building our brands and product
offerings and positioning our business for long-term success as
the funding environment improves," Mr. Lavelle concluded.

School Specialty's Canadian subsidiaries are included in the
proposed sale but are not part of the Chapter 11.  The Chapter 11
filings are not expected to have any impact on the Company's
operations in Canada, which will continue in the ordinary course
without interruption.

It is uncertain whether School Specialty shareholders will receive
any distribution from proceeds of a sale and whether these
securities will have any value following the Chapter 11 case.

Bayside Capital is an affiliate of H.I.G. Capital, a leading
global private investment firm with more than $10 billion of
equity capital under management.

The Company's financial advisor is Perella Weinberg Partners LP,
its restructuring advisor is Alvarez & Marsal North America, LLC,
and its restructuring counsel is Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Young Conaway Stargatt & Taylor, LLP.  Bayside's
legal advisor is Akin Gump Strauss Hauer & Feld LLP.

Additional information about the restructuring is available on the
Company's Web site at http://www.schoolspeciality.com

Claims information is available at
http://www.kccllc.net/schoolspecialtyor by calling the School
Specialty's new Restructuring Information Center toll-free at (+1-
877) 709-4758.

                     About School Specialty

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty's balance sheet at Oct. 27, 2012, showed $494.52
million in total assets, $394.58 million in total liabilities and
$99.93 million in total shareholders' equity.

School Specialty and its subsidiaries entered into two forbearance
agreements with their lenders following events of default.  Under
both Forbearance Agreements, the lenders agreed to forbear from
exercising their rights and remedies under the credit agreements
until Feb. 1, 2013.


SEALY CORP: Incurs $3.9 Million Net Loss in Fourth Quarter
----------------------------------------------------------
Sealy Corporation reported a net loss of $3.89 million on $358.11
million of net sales for the three months ended Dec. 2, 2012,
compared with a net loss of $15.20 million on $269.25 million of
net sales for the three months ended Nov. 27, 2011.

For the 12 months ended Dec. 2, 2012, the Company reported a net
loss of $1.17 million on $1.34 billion of net sales, a net loss of
$9.88 million on $1.23 billion of net sales for the 12 months
ended Nov. 27, 2011, and a net loss of $13.73 million on $1.21
billion of net sales for the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

"We were pleased with our performance in 2012 as we continued to
execute on our strategic initiatives," stated Larry Rogers,
Sealy's president and chief executive officer.  "Strong product
offerings in both the specialty and innerspring lines, compelling
advertising and continued financial discipline led to these
financial results and we are working to ensure these trends
continue."

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

                        http://is.gd/coB7Mt

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEARS HOLDINGS: Terminates Registration of Kmart Plan
-----------------------------------------------------
The Plan Administrator for Sears Holdings Corporation
Administrative Committee has filed a Form 15 with the U.S.
Securities and Exchange Commission relating to the termination of
registration or supension of duty to file reports with respect to
the Kmart Retirement Savings Plan for Puerto Rico Employees.

Effective March 31, 2012, the Kmart Retirement Savings Plan for
Puerto Rico Employees merged with and into the Sears Puerto Rico
Savings Plan, with the Sears Puerto Rico Savings Plan as the
surviving plan.  The surviving plan was renamed, on the same date,
the Sears Holdings Puerto Rico Savings Plan.  As a result of the
merger, the Kmart Plan and the interests therein ceased to exist.

On July 6, 2007, Sears Holdings filed a registration statement on
Form S-8 to register 15,000 shares of common stock of the Company
and an indeterminate amount of interests in the Kmart Retirement
Savings Plan for Manteno Distribution Center Union Employees and
the Kmart Retirement Savings Plan for Puerto Rico Employees.

The Company filed a post-effective amendment no. 1 to the Form
S-8 prospectus to deregister any remaining Plan Interests and
12,603 shares of Common Stock that remain available for issuance
under the Registration Statement.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SESAC HOLDCO: S&P Gives Prelim. 'B' CCR, Rates $235MM Loan 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville, Tenn.-based
SESAC Holdco II LLC its preliminary 'B' corporate credit rating.
The outlook is stable.

At the same time, S&P assigned the company's proposed $15 million
senior secured revolving credit facility due 2018 and $220 million
senior secured first-lien term loan due 2019 a preliminary issue-
level rating of 'BB-' (two notches above the 'B' preliminary
corporate credit rating), with a preliminary recovery rating of
'1', indicating S&P's expectation for very high (90% to 100%)
recovery for debtholders in the event of a payment default.

S&P also assigned the $105 million second-lien term loan due 2019
a preliminary issue-level rating of 'CCC+', with a preliminary
recovery rating of '6', indicating S&P's expectation for
negligible (0% to 10%) recovery for debtholders in the event of a
payment default.

"Standard & Poor's Ratings Services' rating and outlook reflect
our expectation that leverage, although likely to decline, will
remain high following the recent leveraged buyout by Rizvi
Traverse," said Standard & Poor's credit analyst Chris Valentine.

SESAC's business risk profile is "fair" based on recurring revenue
streams from long-term license agreements with content users and
high barriers to new entrants gaining critical mass of writers and
licensees.  S&P's assessment also weighs stable performance with a
strong EBITDA margin despite tough competition from two dominant
nonprofit U.S. competitors, The American Society of Composers,
Authors and Publishers (ASCAP) and Broadcast Music Inc.(BMI)
that attract higher-profile writers.  S&P views the financial risk
profile as "highly leveraged," considering SESAC's high debt-to-
EBITDA ratio of roughly 6.2x and the lack of visibility regarding
the pace of leverage reduction given new private equity ownership.

SESAC is the sole for-profit U.S.-based PRO, with revenues and
affiliate share that are smaller than non-profit competitors
ASCAP and BMI.  The company licenses its repertoire to
broadcasters (such as radio stations, major TV networks, local TV
stations, cable networks, and satellite radio) and "general"
venues that play live and recorded music (such as restaurants,
bars, hotels, retail stores, and internet streaming providers).
Due to the company's small market share of affiliate songwriters
and copyrighted repertoire, SESAC's general and broadcast license
fees are a small percentage of what BMI and ASCAP charge.  The
company has made good progress in signing affiliated writers,
which aids in attracting and retaining new talent.  The company
has achieved nearly 99% retention of songwriters over the last
several years.  Still, a key risk is the company's ability to
continually find new talent and lure writers from its competition,
which could increase its share of radio and television airtime.


SKINNY NUTRITIONAL: Director Quits for Loss of Confidence
---------------------------------------------------------
Michael Zuckerman, who has been serving as a member of the board
of directors of Skinny Nutritional Corp., notified the Company of
his decision to resign from the board of directors and all board
committees on which he served, effective Jan. 17, 2013.

Mr. Zuckerman stated in his letter of resignation that he does not
have confidence that he was being kept informed of facts and
events that involve the Company and bear on his responsibilities
as a director.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.

                        Bankruptcy Warning

On June 28, 2012, the Company and Trim Capital, LLC, entered into
a Purchase Agreement relating to a financing transaction for a
maximum of $15,000,000 in total proceeds to the Company.

Under the Note, the termination of the Purchase Agreement prior to
the consummation of the third closing for any reason other than by
the Company due to a breach by Trim Capital or its affiliates is
an event of default under the Notes, making the Notes become
immediately due and payable.

"As our cash resources are extremely limited, we do not anticipate
having sufficient capital to repay the Notes in such an event.  If
we cannot repay the Notes when due, the Purchaser, as the holder
of the Notes will be able to exercise its rights as a secured
party under the Security Agreement and IP Security Agreement,
including foreclosure on our assets.  As the collateral securing
our obligations under the Notes consist of all of our assets, upon
an event of default, the Purchaser, as the holder of the Notes,
would be in a position to take possession of all of our assets,
subject to the rights of our senior lender.  Further, we would not
have sufficient assets with which to repay our creditors, who in
turn would be likely to take action against us to protect their
interests.  In addition, our suppliers would also be expected to
cease doing business with us and we would need to consider seeking
protection under applicable bankruptcy laws or cease doing
business altogether."


SNO MOUNTAIN: Ski Resort Going to Auction on Feb. 28
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Sno Mountain ski resort and water park in
Scranton, Pennsylvania, will go up for auction on Feb. 28 under
sale procedures approved at a hearing in U.S. Bankruptcy
Court in Philadelphia.  Bids are due initially by Feb. 25 with a
hearing on March 6 to approve sale.  There is no buyer as yet
under contract.

Owed $8.6 million by purchasing the mortgage on the property,
secured lender DFM Realty Inc. would have the right to bid on the
project using secured debt if there isn't an acceptable third-
party offer, according to the report.

                      About SNO Mountain

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.


SOUTHERN MONTANA: Kroll Okayed as Electronic Discovery Vendor
-------------------------------------------------------------
The U.S. Bankruptcy Court for District of Montana authorized Lee
A. Freeman, Chapter 11 trustee for Southern Montana Electric
Generation and Transmission Cooperative, Inc., to employ Kroll
Ontrack Inc., as his electronic discovery vendor.

According to the trustee, on July 17, 2012, the City of Great
Falls, Montana and Electric City Power, Inc. filed their Complaint
for Declaratory Judgment against the Debtor, commencing an
adversary proceeding.  The trustee and Great Falls have tried to
settle the Adversary Proceeding, including participating in two
mediations before the Honorable Justice James Regnier on Aug. 1,
2012 and Nov. 13.  On Nov. 14, Great Falls served upon the trustee
Plaintiffs' First Discovery Requests to Defendant -- there are 46
document requests.

Since service of the discovery, the trustee has endeavored to
compile the potentially responsive documents, including
electronically stored information that may be responsive to the
discovery.

In this relation, Kroll will, among other things:

   i) process and integrate the Debtor's electronic and audio data
at greater speed, volume, and accuracy than otherwise possible
such that its document scanning and data filtering technology will
reduce the universe of potentially relevant data and significantly
reduce document review time and thus attorneys' fees;

  ii) ensure efficient and cost-effective document review and
organization by multiple users, including enabling review of all
types of ESI without requiring the trustee's professionals to
locate and obtain the underlying multiple types of software;

iii) bate-stamp, mark "confidential" documents subject to the
anticipated protective order, and then produce the documents; and
(iv) generate an initial privilege log.

Kroll will ingest all of the data, less duplicates, into an early
case assessment database, Advanceview, where clearly unresponsive
data may be easily filtered out.

Kroll estimates that the 25 GB of data will expand to 32 GB during
ingestion to Advanceview, for a monthly hosting fee of $800.
Filtered data from Advanceview will eventually be sent to the
document review database, Inview, for attorney review.  There is a
one-time $495 per GB charge associated with processing data from
Advanceview into Inview.  Kroll estimates that 10 GB of data will
remain after filtering in Advanceview, resulting in a processing
fee of $4,950.  This 10 GB of data will then be hosted in the
Inview platform, also at $25 per GB, per month, for an additional
monthly sum of $250.  Kroll estimates 10 hours of its professional
services, at $225 per hour, may be required to perform certain
tasks -- for an estimated total of $2,250 in fees.

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

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SOUTHERN MONTANA: MR Valuation OK'd to Perform Appraisal
--------------------------------------------------------
The U.S. Bankruptcy Court for District of Montana authorized Lee
A. Freeman, Chapter 11 trustee for Southern Montana Electric
Generation and Transmission Cooperative, Inc., to employ MR
Valuation Consulting LLC to perform an appraisal of Highwood
Generating Station as of Jan. 1, 2013.  The plant is the Debtor's
40 MW simple cycle natural gas-fired power plant.

The terms of the firm's employment will include, among other
things:

   a. Certain of the firm's professionals and assistants will
undertake the representation of the trustee for a flat fee of
$41,200, plus reimbursement of their expenses within the confines
of applicable law, rules and orders.  The firm expects reasonable
expenses to be $8,000.

   b. the firm requests prepayment of $10,300 of the flat fee,
plus $4,700 of the expenses, for an aggregate $15,000 prepayment.

   c. The firm will file with this Court interim applications for
the allowance of fees and for reimbursement of expenses incurred,
no more frequently than each 120 days from after the petition
date, except that the firm may seek final allowance of its
compensation at the conclusion of its service to the trustee.

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

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


STANFORD INT'L: Judge's Order Prompts Clawback Discussions
----------------------------------------------------------
According to Michael A. Hackard of Hackard Law, a Professional Law
Corporation, U.S. District Judge David Godbey's 32-page Order
allowing the Receiver in the R. Allen Stanford Receivership Estate
to "clawback," or recover, all back interest payments paid to
Stanford investors is a worthy read as a remedial lesson in the
character of Ponzi-based clawback actions.  Court-appointed
receivers often file lawsuits or clawback actions against
investors who were "Net Winners" in Ponzi schemes.  Net Winners
are those investors who received payments in excess of their
principal investment.

Judge Godbey's ultimate decision reinforced "the general rule that
investors may keep principal payments but must return interest
payments."  The Court noted that the "investor has a claim for
fraud or restitution for the principal he or she was fraudulently
induced to lend."  The Court acknowledged that "in at least some
circumstances, the Receiver would like to recoup the Net Winners'
principal as well.  That argument is for another day . . ."

At a time when adversary actions against duped Ponzi investors are
being brought with great frequency by court-appointed receivers,
it's beneficial to revisit the nature of many of these actions
that dot the national legal landscape.  Ordinary citizens, not
schooled in the particularities of clawback litigation, often
recite that all Ponzi investors who received less than promised
have been defrauded.  Cases like that decided by Judge Godbey note
or allude to the more definitive fundamentals that separate Ponzi
victims.

Net Losers are Ponzi victims who did not receive all of their
principal investment back.  Judge Godbey acknowledged that the
Stanford Receiver would "at least in some circumstances" like to
recoup the Net Winners' principal as well.  It's worthwhile to
separate Net Winner cases from Net Loser cases.  Net Winners, like
those in the Stanford receivership, have received something in
excess of their principal invested.  Net Losers have received
something less than their principal invested.

Simple actions against Net Winners do not carry the same burdens
as those against Net Losers.  Net Winners have no legitimate claim
to interest in Ponzi scheme cases while Net Losers do have
legitimate claims to investment principal.  This fundamental
divide has resulted in emotionally charged and spirited defenses
asserted by Net Losers against ambitious Receivers.  Opinions like
Judge Godbey's Order make possible a broader discussion into the
nature of adversary actions against defrauded Ponzi investors.

Hackard Law, a Professional Law Corporation, focuses on
transactional and litigation matters.  Michael A. Hackard is the
principal attorney of Hackard Law, a Northern California law firm
which represents families with extensive business interests as
well as clients impoverished by the wrongdoing of others.  For
information about Hackard Law's work in representing adversary
defendants in bankruptcy matters, please visit
http://www.ponziclawbacks.com/

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.


SUMMIT MATERIALS: S&P Lowers CCR to 'B+'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on aggregates and cement supplier Summit Materials LLC to
'B+' from 'BB-'.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
company's $150 million revolving credit facility due January 2017
and $400 million term loan due January 2019 to 'B+' (the same as
the corporate credit rating) from 'BB-'.  The '3' recovery rating
indicates that lenders can expect meaningful (50%-70%) recovery in
the event of a payment default.

S&P also revised its issue-level rating on the company's senior
unsecured notes due January 2020 to 'B-' from 'B' with a recovery
rating of '6', indicating that lenders can expect negligible (0%-
10%) recovery in the event of a payment default.

"The downgrade reflects our assessment that Summit's operating
results and credit measures for full-year 2012 were weaker than
our prior expectations because of lower aggregates-related demand
in several of Summit's markets," said Standard & Poor's credit
analyst Thomas Nadramia.

Standard & Poor's attributes this to a highly competitive highway
construction market and a lagging residential construction
recovery in several of Summit's locations.

The negative outlook reflects S&P's expectation that because of
expected lackluster infrastructure construction markets for 2013,
credit measures will be weak for the rating over the next several
quarters, possibly exceeding 5x at year end.

S&P could lower its rating if renewed recessionary pressures cause
a decline in demand or margins, resulting in a lack of progress in
reducing leverage over the next 12 months.  This could occur if
housing starts fail to increase to the forecasted 1.0 million-plus
starts.  S&P would also lower the ratings if the company fails to
achieve the proposed covenant amendment, and cushion under
covenants falls below 15%, thereby potentially constraining
liquidity.

For a higher rating, Summit would need to reduce pro forma
leverage to be around 4x on a sustained basis.  This could occur
if acquisitions bring total revenues well above $1.25 billion and
EBITDA to $200 million or higher while the company increases its
geographical diversity.


SUNVALLEY SOLAR: Director Anyork Lee Resigns
--------------------------------------------
Sunvalley Solar, Inc.,'s board of directors accepted the
resignation of Anyork Lee as one of the Company's directors.
There were no known disagreements with Mr. Lee regarding the
Company's operations, policies, or practices.

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about the Company's
ability to continue as a going concern.

Sunvalley Solar's balance sheet at Sept. 30, 2012, showed
$6.50 million in total assets, $5.60 million in total liabilities
and $905,575 in total stockholders' equity.


TAILOR MADE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tailor Made Enterprises LLC
        1303 Volker Boulevard
        Kansas City, MO 64110

Bankruptcy Case No.: 13-40240

Chapter 11 Petition Date: January 24, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Joel Pelofsky, Esq.
                  BERMAN DELEVE KUCHAN & CHAPMAN, LC
                  1100 Main Street, Suite 2850
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  E-mail: jpelofsky@bdkc.com

Scheduled Assets: $3,470,000

Scheduled Liabilities: $3,467,261

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/mowb13-40240.pdf

The petition was signed by Richard Mullin, member-manager.


TALON THERAPEUTICS: Has 12.5-Mil. Shares Issuable Under 2010 Plan
-----------------------------------------------------------------
The Board of Directors of Talon Therapeutics, Inc., adopted an
amendment to the Company's 2010 Equity Incentive Plan increasing
the total number of shares of the Company's common stock issuable
thereunder from 10,000,000 to 12,500,000.

On Jan. 25, 2013, the Company granted 10-year stock options
pursuant to the Plan to Steven R. Deitcher, M.D., the Company's
president and chief executive officer, and Craig W. Carlson, the
Company's senior vice president and chief financial officer, to
purchase 1,000,000 and 400,000 shares of the Company's common
stock, respectively.  Each stock option is exercisable at a price
of $0.64 per share, the closing sale price of the Company's common
stock on the date of grant, and vests in 48 equal monthly
installments commencing on the one-month anniversary of the grant
date.  Each stock option grant is evidenced by a separate stock
option agreement in the Company's standard form for use under the
Plan.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.

The Company's balance sheet at Sept. 30, 2012, showed
$6.61 million in total assets, $57.93 million in total
liabilities, $44.94 million in redeemable convertible preferred
stock, and a $96.25 million total stockholders' deficit.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TENET HEALTHCARE: Moody's Corrects Jan. 22 Rating Release
---------------------------------------------------------
Moody's Investors Service issued a correction to the January 22,
2013 rating release of Tenet Healthcare Corporation.

Moody's Investors Service assigned a B1 (LGD 3, 39%) rating to
Tenet's offering of $850 million of senior secured notes due 2021.
Moody's existing ratings of the company, including the B2
Corporate Family Rating and B2-PD Probability of Default Rating,
remain unchanged. The rating outlook remains positive.

Moody's understands that the proceeds of the offerings will be
used to fund the tender for the 10.0% senior secured notes due
2018 resulting in an improved maturity profile and interest cost
savings. Any proceeds remaining after funding the tender for the
$714 million of outstanding 10% senior secured notes will be used
for general corporate purposes. Moody's will withdraw the ratings
on the 10% senior secured notes upon the successful completion of
the tender offer.

Following is a summary of Moody's rating actions.

Ratings assigned:

  $850 million senior secured notes due 2021, B1 (LGD 3, 39%)

Ratings unchanged:

  6.25% senior secured notes due 2018, B1 (LGD 3, 39%)

  10.0% senior secured notes due 2018, B1 (LGD 3, 39%) (to be
  withdrawn following the completion of the announced tender
  offer)

  8.875% senior secured notes due 2019, B1 (LGD 3, 39%)

  4.75% senior secured notes due 2020, B1 (LGD 3, 39%)

  7.375% senior notes due 2013, Caa1 (LGD 5, 87%)

  9.875% senior notes due 2014, Caa1 (LGD 5, 87%)

  9.25% senior notes due 2015, Caa1 (LGD 5, 87%)

  6.75% senior notes due 2020, Caa1 (LGD 5, 87%)

  8.0% senior notes due 2020, Caa1 (LGD 5, 87%)

  6.875% senior notes due 2031, Caa1 (LGD 5, 87%)

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

Tenet's B2 Corporate Family Rating is constrained by Moody's
expectation of modest free cash flow and continued high geographic
concentration. Furthermore, industry challenges like high bad debt
expense, weak volume trends and changes in mix as commercial
volumes decline, will likely challenge organic growth. However,
the rating also incorporates Moody's expectation that the company
will continue to see improvements in operating performance, driven
by cost savings initiatives and benefits from capital investment.

The positive outlook reflects Moody's expectation that EBITDA
growth will continue and result in gradually improving free cash
flow and reduced leverage.

Moody's could upgrade the rating if the company is able to
effectively manage growth of the business such that leverage
remains at or below 4.5 times while earnings growth continues to
result in improving credit metrics.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will
rise above 5.5 times or if free cash flow, prior to discretionary
reinvestment in the business, is expected to be negative.
Furthermore, a significant debt financed acquisition or share
repurchase could result in a downgrade of the ratings.

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At September 30, 2012 the
company's subsidiaries operated 49 hospitals as well as 112 free-
standing and provider-based outpatient centers. The company also
offers other services, including revenue cycle management, health
care information management and patient communications services.
Tenet generated revenue of approximately $9.9 billion for the
twelve months ended September 30, 2012 before consideration of the
provision for doubtful accounts.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


THERAPEUTICSMD INC: Offering $125 Million Worth of Securities
-------------------------------------------------------------
TherapeuticsMD, Inc., filed a Form S-3 with the U.S. Securities
and Exchange Commission relating to the offer from time to time
of common stock, preferred stock, debt securities, depositary
shares, warrants, purchase contracts, and units, of up to an
aggregate amount of $125,000,000.

These securities may be offered and sold in the same offering or
in separate offerings; to or through underwriters, dealers, and
agents; or directly to purchasers.  The names of any underwriters,
dealers, or agents involved in the sale of the Company's
securities and their compensation will be described in the
applicable prospectus supplement.

The Company's common stock is listed on the OTCQB under the symbol
"TXMD."  The last reported sale price of the Company's common
stock on Jan. 24, 2013, was $3.27 per share.

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/nEUXJc

TherapeuticsMD provided certain information as an update to the
information provided in the Company's previous periodic filings
with the Commission to reflect recent business developments in
advance of filing a Registration Statement on Form S-3 in
connection with a shelf offering.  The information contains the
Company's updated business description and risk factors and is
incorporated herein by reference.  A copy of the filing is
available at http://is.gd/PRBTqG

                       About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


THQ INC: Creditors Committee Taps Andrews Kurth as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of THQ Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Andrews Kurth LLP as
its counsel.

The hourly rates of AK's personnel are:

         Attorneys                $275 - $1,090
         Paralegals                $90 -   $330

To the best of the Committee's knowledge, AK does not represent
any adverse interest to the Committee.

A hearing on Feb. 4, 2013, at 11:30 a.m. has been set. Objections,
if any, are due Jan. 28.

                          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: Committee Retains Landis Rath as Co-Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of THQ Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Landis Rath & Cobb
LLP as its co-counsel.

The Committee said that it has selected Andrews Kurth LLP as its
counsel, and Houlihan Lokey Capital, Inc. as its financial
advisor.  In this relation, LRC has discussed with AK and the
Committee a division of responsibility in order to minimize a
duplication of efforts on behalf of the Committee.

A hearing on Feb. 4, 2013, at 11:30 a.m. has been set.
Objections, if any, are due Jan. 28.

                          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: Has Until Feb. 4 to File Schedules and Statements
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 4, 2013, at 11:30 a.m., to consider THQ
Inc., et al.'s motion to extend time to file their schedules of
assets and liabilities and statements of financial affairs.

                          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.


THOMPSON CREEK: Gets Final Approval on Tailings Deposition
----------------------------------------------------------
Thompson Creek Metals Company Inc. received notification on
Jan. 14, 2013, from the Department of Fisheries and Oceans
approving its fish habitat compensation plan, as required by
Environment Canada's Metal Mining Effluent Regulations.  This
approval was the final step to authorize deposition of tailings
material into the zero discharge tailings storage facility at the
Company's Mt. Milligan project and the final authorization
required to operate the Mt. Milligan copper-gold mine.

The Mt. Milligan project remains on schedule with commissioning
and start-up expected in the third quarter of 2013, and commercial
production of copper and gold expected in the fourth quarter of
2013.  The mine has an estimated life-of-mine of approximately 22
years.

Mr. Kevin Loughrey, chairman and chief executive officer, said,
"We are extremely pleased to have received this approval and are
committed to working with all levels of government and communities
to maintain the highest standards of environmental stewardship.
There are no outstanding permits or authorizations required to
begin operations and we are confident Mt. Milligan will start-up
as planned in the third quarter of this year."

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at Sept. 30, 2012, showed
$3.61 billion in total assets, $1.71 billion in total liabilities
and $1.90 billion in shareholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TIGER MEDIA: Regains Compliance with NYSE Requirement
-----------------------------------------------------
Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
received a notice from NYSE MKT LLC, dated Jan. 22, 2013, that it
had resolved the continued listing deficiencies with respect to
Sections 1003(a)(i-iv) of the NYSE MKT Company Guide since it has
reported preliminary shareholders' equity above $6,000,000 as of
Dec. 31, 2012, and that the Company had demonstrated that it has
remedied its financial impairment.  The Exchange's determination
of compliance was based on the presumption that the Company's
audited financial results to be included in the Company's Form
20-F for the year ended Dec. 31, 2012, will be consistent with
the Company's preliminary financial results issued in its press
release on Jan. 16, 2013.

                        About Tiger Media

Tiger Media -- http://www.tigermedia.com-- is a multi-platform
media company based in Shanghai, China.  Tiger Media operates a
network of high-impact LCD media screens located in the central
business district areas in Shanghai.  Tiger Media's core LCD media
platforms are complemented by other digital media formats that it
is developing including transit advertising and traditional
billboards, which together enable it to provide multi-platform,
"cross-over" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.88 million in total assets, US$35.41 million in total
liabilities, $979,000 in minority interest, and US$3.49 million in
total shareholders' equity.


TRANSCARIBE FREIGHT: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Transcaribe Freight Corp.
        P.O. Box 3679
        Carolina, PR 00984-3679

Bankruptcy Case No.: 13-00464

Chapter 11 Petition Date: January 23, 2013

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

Debtor's Counsel: Gloria M. Justiniano Irizarry, Esq.
                  JUSTINIANO'S LAW OFFICE
                  Ensanche Martinez
                  8 Dr. A Ramirez Silva
                  Mayaguez, PR 00680-4714
                  Tel: (787) 831-2577
                  Fax: (787) 805-7350
                  E-mail: gloriae55amg@yahoo.com

Estimated Assets: $0 to $50,000

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb13-00464.pdf

The petition was signed by Ramon A. Negron, vice-president &
treasurer.


TRAVELPORT HOLDINGS: Board OKs $4.2MM Incentive Awards for Execs.
-----------------------------------------------------------------
The Compensation Committee of Travelport Limited's Board of
Directors approved a three-year, time-based long-term incentive
program for certain members of the Company's management, including
the Company's Named Executive Officers: Gordon A. Wilson
($1,750,000); Eric J. Bock ($800,000); Philip Emery ($800,000);
and Kurt Ekert ($900,000).

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport's balance sheet at Sept. 30, 2012, showed $3.35 billion
in total assets, $4.38 billion in total liabilities, and a
stockholders' deficit of $1.02 billion.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRAVELPORT HOLDINGS: In Talks With Bondholder Group
---------------------------------------------------
Hema Oza, Reshmi Basu and Jon Berke, in an article provided to
FT.com by Debtwire, report that Travelport management is
negotiating a plan to right-size its balance sheet with a select
group of bondholders who have gone restricted, three debtholders
and two sellside analysts tell Debtwire.  The article is available
at http://is.gd/IYbEB2

Sources told Debtwire the parties are considering scenarios
including swapping the company's 2014 unsecured notes -- US$318
million of floating rate notes and a US$429 million 9.875% note --
into longer-dated secured paper.  The sources said Travelport also
would look to pull off a distressed exchange that swaps its
subordinated notes into a convertible bond or other unsecured
piece at a discount.

According to Debtwire, one of the debtholders, a fourth investor,
one of the sellsiders and a source familiar with the matter said
Travelport management is once again working with financial
advisors at sponsor Blackstone Group.  Travelport also retained
Skadden Arps as restructuring counsel, the sellsider, a fourth
debtholder and source familiar added, Debtwire relates.

Debtwire also reports that Canyon Capital, which leads the charge
on unsecured bondholder litigation, is leading a group of 9.875%
senior unsecured bondholders for the current round of
restructuring negotiations, two of the debtholders and the first
sellsider noted.  Apollo Global Management is also a significant
holder of the unsecured paper, added a fourth debtholder and the
first sellsider, according to Debtwire.

The report also says Jones Day, which is advising unsecured
bondholder trustee The Bank of Nova Scotia in the lawsuit, is also
advising the trustee during balance sheet negotiations, said the
source familiar.

The report relates representatives from Travelport and Apollo and
officials from Angelo Gordon and Jones Day declined comment.
Blackstone, Q Investments, Canyon and The Bank of Nova Scotia did
not return calls seeking comment.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport's balance sheet at Sept. 30, 2012, showed $3.35 billion
in total assets, $4.38 billion in total liabilities, and a
stockholders' deficit of $1.02 billion.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


UNITED AMERICAN: Amends Fiscal 2012 Form 10-K
---------------------------------------------
United American Healthcare Corporation filed an amended annual
report with the U.S. Securities and Exchange Commission to amend
Item 8. Financial Statements and Supplementary Data, Report of
Independent Registered Public Accounting Firm for the fiscal year
ended June 30, 2012, as filed with the SEC on Oct. 11, 2012.

The report of the registered public accounting firm was amended to
report on financial statements for the year ended June 30, 2011.
In addition, consolidated statements of operations and
consolidated statements of cash flows for the year ended June 30,
2010, were removed.  The Notes to the Consolidated Statements were
also revised to remove references to income statement information
related to the fiscal  year ended June 30, 2010.

This amendment does not otherwise update information in the
original filing to reflect facts or events occurring subsequent to
the date of the original filing.  Currently-dated certifications
from the Company's Chief Executive Officer and Chief Financial
Officer have been included as exhibits in the amendment.

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

                        http://is.gd/kNIHsh

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company's balance sheet at Sept. 30, 2012, showed
$15.5 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $2.6 million.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.


USEC INC: To Sell NAC International to Hitachi Zosen for $45MM
--------------------------------------------------------------
USEC Inc. has entered into a stock purchase agreement to sell NAC
International Inc. to Hitz Holdings U.S.A. Inc., a subsidiary of
Hitachi Zosen Corporation, for $45 million in cash following a
competitive sale process.

USEC acquired NAC in 2004 as NAC was adding to its diverse suite
of spent fuel management technologies with the development and
licensing of its ground-breaking MAGNASTOR(R) technology.  In
addition to specializing in technologies for the safe interim
storage of spent nuclear fuel, NAC also provides transportation
services for radioactive material and nuclear industry and
government consulting services.  Hitachi Zosen has a long-standing
business relationship with NAC as a fabricator of NAC's dry cask
storage and transportation systems and is a leading supplier of
such systems in Japan.

"We are proud of the accomplishments of the NAC staff in recent
years as they developed, licensed and started selling and
delivering the industry-leading MAGNASTOR technology for storing
spent fuel.  NAC expects to deliver more than 100 dry storage
systems in 2013," said John K. Welch, president and CEO of USEC.
"In the aftermath of events at Fukushima, there is a greater focus
on spent fuel storage.  Hitachi Zosen has been actively involved
in NAC activities through fabrication work and is well positioned
to further develop market opportunities for NAC's innovative
systems."

Welch said the sale of NAC is part of USEC's strategic focus on
its core uranium enrichment business and the deployment of the
American Centrifuge technology over the next several years.  At
closing, Hitz Holdings U.S.A. will acquire all outstanding shares
of NAC for $45 million in cash, subject to a net working capital
adjustment.  The sale will also benefit USEC's near-term balance
sheet improvement efforts. USEC purchased NAC for $16 million in
2004.

Hitachi Zosen commented that, "through the acquisition of NAC,
Hitachi Zosen will be able to offer a 'one stop' solution from
engineering/consulting to manufacturing/transportation for spent
nuclear fuel storage and transportation and to develop this
business globally."  In addition, Minoru Furukawa, president of
Hitachi Zosen, said, "We have a strong aspiration to seek further
development in spent nuclear fuel business in partnership of NAC."

Hitachi Zosen, a Japanese corporation, has guaranteed the
performance and payment obligations of Hitz Holdings U.S.A. under
the stock purchase agreement.  USEC will agree to certain non-
competition and non-solicitation covenants that restrict USEC from
engaging in competition with NAC for a period of three years
following the closing.

"We are very excited about becoming part of Hitachi Zosen," said
NAC President Kent Cole.  "We have a long-standing relationship
with Hitachi Zosen and have a deep respect for its excellent
operations.  We view this acquisition as a strategic move that has
great promise for our customers and our employees.

"During this period of transition, I expect NAC will operate as
usual, serving its customers with a high level of performance and
professionalism.  I expect the NAC organization to remain intact
as we develop and implement a transition plan that will leverage
the synergies and strengths of the combined organization," Cole
said.

The transaction closing is subject to customary conditions,
notices and approvals including lender approval under USEC's
credit facility and will be submitted to the Committee on Foreign
Investments in the United States for review.  Subject to
completion of CFIUS's review, USEC expects the transaction to
close in 60 to 90 days after signing.

Lazard served as the financial advisor for USEC on the transaction
and legal counsel was provided by Skadden, Arps, Slate, Meagher &
Flom LLP.  Mitsubishi UFJ Morgan Stanley Securities Co. Ltd and
Bank of Tokyo-Mitsubishi UFJ, Ltd., served as financial advisors
to Hitachi Zosen and legal counsel was provided by Kelley Drye &
Warren LLP and City-Yuwa Partners.

A copy of the Stock Purchase Agreement is available at:

                        http://is.gd/na175W

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change.  If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash.  We do not have adequate cash to repurchase the notes.  In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection," according to the Company's
quarterly report for the period ended Sept. 30, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VENTANA 20/20: Plan's Disclosure Statement Hearing Today
--------------------------------------------------------
The hearing to consider approval of the disclosure statement
describing Ventana 20/20 LP's plan of organization dated Nov. 1,
2012, will be conducted on Jan. 29, 2013, at 9:30 a.m.

As reported in the TCR on Dec. 28, 2012, the goal of the Plan is
to continue the Debtor's operation as a business entity, including
the marketing of properties, which will allow the Debtor to repay
creditors.  The secured debt needs to be reasonably restructured
so payment obligations do not outstrip the income from the sale
and rental of the project.

The Plan will be funded by future operations of the Debtor's
business, including the rental, sale, re-financing, joint
venturing, re-capitalization, and/or development of properties
owned by the Debtor.  The Plan also provides estimated time
periods during which the property will generate rental income and
Net Sales Proceeds, so as to pay creditors under the Plan.  In
light of market turbulence, making projections as to disposition
or development dates is difficult, however, based upon the
expertise and experience of the Debtor and its principals, the
projections are as accurate an estimate as can be made.  With a
reasonable restructure of the secured indebtedness, the Debtor
will be able to repay all creditors, as set forth in this Plan.

The existing management for the Debtor will remain in place.  John
P. Murphy, the existing Managing Member of Ventana 20/20 GP, LLC,
which is the General Partner of Ventana 20/20 LP, will continue in
place, bringing his extensive and successful experience to the
reorganized Debtor.

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

           http://bankrupt.com/misc/VENTANA_2020_ds.pdf

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VENTANA 20/20: Authority to Use Cash Collateral Due to End Jan. 31
------------------------------------------------------------------
Ventana 20/20 LP's authority to access to cash collateral is due
to expire Jan. 31, 2013.

According to papers filed in Court, following arm's-length
negotiations, East West Bank, a secured creditor, agreed to allow
the Debtor to use cash collateral.  Judge Eileen W. Hollowell
signed off on an interim order Dec. 21.

Pursuant to stipulations reached by the parties, as adequate
protection for the Debtor's use of East West's cash collateral and
to the extent of such use: (a) East West will have perfected lien
and security interest in all postpetition property of the Debtor,
(b) the Debtor agrees to remit to East West net rental income
payments, and (c) Debtor will remit the net proceeds from any sale
of a unit at the Debtor's property.

The Debtor requires the use of cash collateral to continue its
sales and rental operations and related activities.  The parties
agree that use of cash will be in accordance with a budget.

                         About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September 2012, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VITESSE SEMICONDUCTOR: Raging Capital Lowers Equity Stake to 17%
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Raging Capital Master Fund, Ltd., Raging
Capital Management, LLC, and William C. Martin disclosed that, as
of Jan. 23, 2013, they beneficially own 6,491,127 shares of common
stock of Vitesse Semiconductor Corporation representing 17.6% of
the shares outstanding.  Raging Capital previously reported
beneficial ownership of 18.1% equity stake as of Jan. 1, 2013.
A copy of the emended filing is available at http://is.gd/meJiZq

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


WELCH ENTERPRISES: Files for Chapter 11 in Alabama
--------------------------------------------------
Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama on Jan. 25.

The Debtor disclosed $13.3 million in assets and $1.41 million in
liabilities in its schedules.  About $1.17 million of the debt is
secured.  Its largest asset is a $12 million claim against BP.  A
copy of the schedules is available for free at
http://bankrupt.com/misc/alsb13-00255.pdf

According to the Debtor's statement of financial affairs, 2010
income was $980,000, 2011 net income was $912,000, and 2012 profit
was $900,000.  The document did not indicate any pending
litigation involving the Debtor.

Jeremy C. Welch owns 100% of the company's stock.

Barry A. Friedman, Esq., at Barry A. Friedman & Associates, PC,
serves as counsel to the Debtor.  Counsel will provide legal
advice, consultation and representation in connection with all
adversary proceedings, applications for redemption or
reaffirmation and motions for relief from stay which will be
billed to the Debtor at an hourly rate of $225 per hour plus
repayment of all out of pocket expenses.  The firm received $5,000
prepetition.


WELCH ENTERPRISES: Case Summary & 13 Unsecured Creditors
--------------------------------------------------------
Debtor: Welch Enterprises, LLC
        P.O. Box 1001
        Grove Hill, AL 36451-1001

Bankruptcy Case No.: 13-00255

Chapter 11 Petition Date: January 25, 2013

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Barry A. Friedman, Esq.
                  BARRY A. FRIEDMAN AND ASSOCIATES, P.C.
                  P.O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: (251) 439-7400
                  E-mail: bky@bafmobile.com

Scheduled Assets: $13,270,200

Scheduled Liabilities: $1,414,128

The petition was signed by Jeremy C. Welch, member.

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jeremy C. Welch                    --                      $70,000
P.O. Box 1001
Grove Hill, AL 36451-1001

Merchants Bank                     --                      $58,000
P.O. Box 347
Jackson, AL 36545-0347

Thompson Cat                       --                      $39,787
P.O. Box 10367
Birmingham, AL 35202-0367

Dunn Exxon                         --                      $21,000

Joy C. Welch                       --                      $15,382

Jack Chapman, Jr Trust             --                      $15,000

Jimmy Butts                        --                      $10,000

Ink From Chase                     --                       $7,500

Wells Fargo Equipment              --                       $3,918

Commercial Billing                 --                       $3,800

Gina Wood Business Services        --                       $3,220

American Express                   --                       $2,309

Ally                               --                       $2,142


WEX INC: S&P Retains 'BB' Rating Following $400MM Upsized Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that South Portland,
Maine-based WEX Inc.'s upsizing of its senior unsecured notes due
in 2023 to $400 million from $350 million does not affect the 'BB'
issue-level ratings on the notes and the existing $1.1 billion
senior secured credit facility.  A covenant under the existing
senior secured credit facility reduces the revolving credit
facility commitments on a dollar-for-dollar basis to the extent
that the company issues more than $300 million in unsecured notes.

"Our 'BB' issuer credit rating and stable outlook on the company
also remain unchanged.  The rating reflects 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.  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.

RATINGS LIST

WEX Inc.

Issuer Credit Rating            BB/Stable/--

Rating Remains Unchanged

WEX Inc.

Senior Unsecured
  $400 mil. notes due in 2023    BB


ZEN ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zen Entertainment, Inc.
          fdba Zen Gaming, Inc.
        9101 West Sahara, Suite 105-B33
        Las Vegas, NV 89117

Bankruptcy Case No.: 13-10589

Chapter 11 Petition Date: January 23, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Bryan A. Lindsey, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Boulevard South, Suite 300
                  Las Vegas, NV 89119
                  E-mail: bryan@schwartzlawyers.com

                         - and ?

                  Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Boulevard South, Suite 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $1,556,302

Scheduled Liabilities: $18,139,022

Affiliate that simultaneously filed for Chapter 11 petition:

        Debtor                          Case No.
        ------                          --------
Zen Entertainment Network, LLC          13-10590
  fdba Advergaming, LLC
  Assets: $1,841,526
  Debts: $18,241,937

The petitions were signed by Marc S. Sperberg, CEO.

A. A copy of Zen Entertainment, Inc.'s 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nvb13-10589.pdf

B. A copy of Zen Entertainment Network, LLC's 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nvb13-10590.pdf


* Moody's Says Dec. US Credit Card Deliquency Rating Down 2.28%
---------------------------------------------------------------
The US credit card delinquency rate declined to an all-time low of
2.28% in December, nine basis points lower than in November,
according to Moody's Credit Card Indices. The early-stage
component of delinquencies also fell to an all-time low of 0.63%,
six basis points below its November level of 0.69%.

"The rate of improvement in both metrics had slowed in the several
months prior to December," said Moody's Assistant Vice President
Jeffrey Hibbs. "Delinquencies are reliable harbingers of future
charge-off rates; therefore, the slowing pace of improvement in
delinquency metrics throughout the autumn indicates that any
improvement in the charge-off rate in 2013 will be limited."

Excess spread also rose to an all-time high of 11.89% in December
as a strong monthly improvement in yield offset a modest increase
in charge-offs, the first since July.

"The strong credit trends that have been driving the charge-off
rate steadily lower for the past several years remain firmly in
place," said Hibbs. "For 2013, we are forecasting that the charge-
off rate will remain between 3.5% and 4.5%."

Historically low delinquencies and high payment rates underscore
the exceptionally strong credit quality of the credit card
receivables currently in the trusts, according to Moody's. Issuers
charged off the accounts of weaker cardholders at record levels
during the recession, and originators have added few receivables
from new accounts to securitizations.

"As a result," Hibbs explained, "credit card securitizations are
now comprised almost exclusively of receivables of well-seasoned,
high-quality cardholder accounts that have performed well despite
persistently high unemployment."

The report, "Credit Card Delinquencies Close 2012 at All-Time
Low," is available to Moody's subscribers at http://is.gd/937LQc


* Durbin to Reintroduce Bill Discharging Private Student Loans
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Democratic Senator Dick Durbin from Illinois said he
will reintroduce a bill restoring the law to how it was in 2005 by
allowing bankrupts to discharge student loans made by private
lenders.

Student loans provided by the government were always nearly
impossible to shed in bankruptcy. In 2005 Congress amended the law
virtually to preclude discharge for private loans as well.

Durbin, the second-ranking Democrat in the Senate, said that
student-loan debt surpassed $1 trillion last year, with $150
billion attributable to private loans.

Durbin will introduce a second bill providing consumers with
additional information and disclosures before taking a student
loan from a private lender.

Co-sponsors of the bill will be Tom Harkin from Iowa and Al
Franken from Minnesota.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                   Total     Holders'    Working
                                  Assets       Equity    Capital
  Company          Ticker           ($MM)        ($MM)      ($MM)
  -------          ------         ------   ----------    -------
ABSOLUTE SOFTWRE   ABT CN         128.77        (7.20)      2.71
ACELRX PHARMA      ACRX US         28.15        (0.33)     13.07
AK STEEL HLDG      AKS US       3,920.70      (413.90)    450.00
AMC NETWORKS-A     AMCX US      2,152.88      (915.42)    505.86
AMER AXLE & MFG    AXL US       2,674.20      (497.70)    372.30
AMER RESTAUR-LP    ICTPU US        33.54        (4.03)     (6.17)
AMERISTAR CASINO   ASCA US      2,096.56       (25.60)    (26.49)
AMYLIN PHARMACEU   AMLN US      1,998.74       (42.36)    262.95
ANACOR PHARMACEU   ANAC US         42.84        (6.19)     15.87
ARRAY BIOPHARMA    ARRY US         85.49       (96.42)      4.15
AUTOZONE INC       AZO US       6,398.04    (1,591.37)   (682.20)
BERRY PLASTICS G   BERY US      5,106.00      (452.00)    587.00
BLUELINX HOLDING   BXC US         595.42        (1.57)    264.01
BOSTON PIZZA R-U   BPF-U CN       162.86       (92.31)     (0.35)
CABLEVISION SY-A   CVC US       7,285.31    (5,730.06)    (85.25)
CAPMARK FINANCIA   CPMK US     20,085.10      (933.10)       -
CENTENNIAL COMM    CYCL US      1,480.90      (925.89)    (52.08)
CHOICE HOTELS      CHH US         483.07      (569.40)      7.50
CIENA CORP         CIEN US      1,881.14       (88.97)    730.72
CINCINNATI BELL    CBB US       2,752.30      (684.60)    (68.20)
CLOROX CO          CLX US       4,747.00       (20.00)     20.00
COMVERSE INC       CNSI US        823.24       (28.38)    (48.87)
DELTA AIR LI       DAL US      44,352.00       (48.00) (5,061.00)
DIRECTV            DTV US      20,353.00    (4,735.00)    953.00
DOMINO'S PIZZA     DPZ US         440.95    (1,345.53)     73.98
DUN & BRADSTREET   DNB US       1,821.60      (765.70)   (615.80)
DYAX CORP          DYAX US         57.16       (48.36)     26.74
DYNEGY INC         DYN US       5,971.00    (1,150.00)  1,364.00
FAIRPOINT COMMUN   FRP US       1,798.00      (220.69)     31.07
FERRELLGAS-LP      FGP US       1,429.01       (69.57)    (70.72)
FIESTA RESTAURAN   FRGI US        289.67         6.59     (13.11)
FIFTH & PACIFIC    FNP US         843.35      (192.20)     33.51
FREESCALE SEMICO   FSL US       3,329.00    (4,489.00)  1,305.00
GENCORP INC        GY US          908.10      (164.30)     48.10
GLG PARTNERS INC   GLG US         400.02      (285.63)    156.94
GLG PARTNERS-UTS   GLG/U US       400.02      (285.63)    156.94
GRAHAM PACKAGING   GRM US       2,947.54      (520.85)    298.45
GRAMERCY CAPITAL   GKK US       2,236.31      (293.14)       -
HCA HOLDINGS INC   HCA US      27,302.00    (6,563.00)  1,411.00
HEADWATERS INC     HW US          680.94        (3.13)     73.53
HOVNANIAN ENT-A    HOV US       1,684.25      (485.34)    870.06
HOVNANIAN ENT-B    HOVVB US     1,684.25      (485.34)    870.06
HUGHES TELEMATIC   HUTCU US       110.19      (101.63)   (113.82)
HUGHES TELEMATIC   HUTC US        110.19      (101.63)   (113.82)
INCYTE CORP        INCY US        296.54      (219.95)    141.09
INFOR US INC       LWSN US      5,846.10      (480.00)   (306.60)
IPCS INC           IPCS US        559.20       (33.02)     72.11
ISTA PHARMACEUTI   ISTA US        124.74       (64.84)      2.15
JUST ENERGY GROU   JE US        1,536.51      (278.99)   (177.10)
JUST ENERGY GROU   JE CN        1,536.51      (278.99)   (177.10)
LEHIGH GAS PARTN   LGP US         303.25       (38.07)    (18.92)
LIMITED BRANDS     LTD US       6,427.00      (515.00)    973.00
LIN TV CORP-CL A   TVL US         864.42       (34.98)     67.23
LORILLARD INC      LO US        3,424.00    (1,564.00)  1,364.00
MARRIOTT INTL-A    MAR US       5,865.00    (1,296.00) (1,532.00)
MERITOR INC        MTOR US      2,501.00      (982.00)    270.00
MONEYGRAM INTERN   MGI US       5,246.99      (163.61)    (95.28)
MORGANS HOTEL GR   MHGC US        577.02      (125.19)     (8.66)
MPG OFFICE TRUST   MPG US       1,867.18      (729.16)       -
NATIONAL CINEMED   NCMI US        828.00      (347.70)    107.60
NAVISTAR INTL      NAV US       9,102.00    (3,260.00)  1,484.00
NEXSTAR BROADC-A   NXST US        611.36      (160.28)     35.11
NPS PHARM INC      NPSP US        165.47       (46.74)    121.91
NYMOX PHARMACEUT   NYMX US          2.14        (7.74)     (1.57)
ODYSSEY MARINE     OMEX US         33.56       (22.16)    (25.41)
ORGANOVO HOLDING   ONVO US          9.04       (27.42)      7.25
PALM INC           PALM US      1,007.24        (6.18)    141.72
PDL BIOPHARMA IN   PDLI US        249.90      (115.48)    170.58
PLAYBOY ENTERP-A   PLA/A US       165.83       (54.43)    (16.90)
PLAYBOY ENTERP-B   PLA US         165.83       (54.43)    (16.90)
PRIMEDIA INC       PRM US         208.02       (91.65)      3.63
PROTECTION ONE     PONE US        562.85       (61.78)     (7.57)
QUALITY DISTRIBU   QLTY US        513.05       (19.74)     62.00
REALOGY HOLDINGS   RLGY US      7,351.00    (1,742.00)   (484.00)
REGAL ENTERTAI-A   RGC US       2,198.10      (552.40)     77.40
REGULUS THERAPEU   RGLS US         40.72        (8.46)     20.95
RENAISSANCE LEA    RLRN US         57.05       (28.16)    (31.37)
REVLON INC-A       REV US       1,183.60      (680.70)    104.70
RLJ ACQUISITI-UT   RLJAU US         0.00        (0.01)     (0.01)
RURAL/METRO CORP   RURL US        303.74       (92.10)     72.41
SALLY BEAUTY HOL   SBH US       2,065.80      (115.09)    686.52
SAREPTA THERAPEU   SRPT US         53.08        (4.57)    (13.04)
SHUTTERSTOCK INC   SSTK US         46.67       (29.88)    (32.87)
SINCLAIR BROAD-A   SBGI US      2,245.54       (52.38)    (14.08)
TAUBMAN CENTERS    TCO US       3,152.74       (86.13)       -
TESLA MOTORS       TSLA US        809.18       (27.88)   (101.27)
TESORO LOGISTICS   TLLP US        291.29       (78.48)     50.71
THERAPEUTICS MD    TXMD US          3.51        (4.33)     (1.15)
THRESHOLD PHARMA   THLD US         86.22       (44.08)     68.24
ULTRA PETROLEUM    UPL US       2,593.63      (109.60)   (266.57)
UNISYS CORP        UIS US       2,254.50    (1,152.60)    371.30
VECTOR GROUP LTD   VGR US         885.64      (102.95)    242.99
VERISIGN INC       VRSN US      2,100.53        (9.32)    986.50
VIRGIN MOBILE-A    VM US          307.41      (244.23)   (138.28)
VISKASE COS I      VKSC US        334.74        (3.43)    113.46
WEIGHT WATCHERS    WTW US       1,197.96    (1,720.43)   (273.72)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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