TCR_Public/130130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 30, 2013, Vol. 17, No. 29

                            Headlines

1701 COMMERCE: Can Access Cash Collateral Until Feb. 28
A123 SYSTEMS: Completes Sale of Assets to Wanxiang & Navitas
AFA FOODS: Near Global Settlement With Key Players
AMEREN ENERGY: Fitch Lowers Issuer Default Rating to 'CC'
ALLIED SYSTEMS: Creditors Move to Bury Owner Yucaipa's Claims

ALLIED SYSTEMS: Brown Rudnick Approved for Board Committee
AMERICAN AIRLINES: AMR CEO Horton to Become Chairman in Merger
AMERICAN AIRLINES: Third Union Agrees to USAir Merger Contract
AMF BOWLING: Executive Bonuses Approved by Virginia Court
ARAMARK HOLDINGS: Fitch Affirms, Withdraws 'CCC+' Sr. Notes Rating

ARMORED AUTOGROUP: S&P Revises Ratings Outlook to Negative
ASCEND LEARNING: S&P Lowers CCR to 'CCC+'; Outlook Negative
ASHTON WOODS: Moody's Assigns 'B3' CFR; Rates $250MM Notes 'Caa1'
ASHTON WOODS: S&P Assigns 'B-' Corporate Credit Rating
ATLANTIC & PACIFIC: Checks Out of Transport Co. Layoff Claims

ATLAS PIPELINE: Moody's Rates $450-Mil. Sr. Unsecured Notes 'B2'
ATLAS PIPELINE: S&P Assigns 'B+' Issuer Credit Rating
BEALL CORP: Court Approves Sale to Wabash National
BEAZER HOMES: Incurs $20.4 Million Net Loss in Dec. 31 Quarter
BEAZER HOMES: Moody's Raises CFR to 'Caa1'; Outlook Stable

BERNARD L MADOFF: NY AG Slams Trustee's Delay in Fighting Deal
CCC ATLANTIC: Taps Cross & Simon as Bankruptcy Counsel
CCC ATLANTIC: Hiring Silverang & Donohoe as Counsel
CENTRAL EUROPEAN: Mark Kaufman Files Complaint with Del. Chancery
CEREPLAST INC: Magna Group Discloses 8.4% Equity Stake

CHEF SOLUTIONS: Debtor OK'd to Distribute Amounts From Reserve
CHIQUITA BRANDS: Moody's Affirms B2 CFR; Rates $425MM Notes B1
CHIQUITA BRANDS: S&P Affirms 'B' CCR; Rates $425MM Notes 'B'
CLEAR CHANNEL: Bank Debt Trades at 13% Off in Secondary Market
DEEP PHOTONICS: Battles Bid to Force Liquidation

DETROIT, MI: S&P Revises Rating on 2003A Bonds to 'B'
DEWEY & LEBOEUF: Ex-Partners Forced to Share Lucrative IP Client
DEWEY & LEBOEUF: Rings Up $7.1M Settlement with Italian Affiliates
DEWEY & LEBOEUF: Judge Slashes Fees in Bankruptcy
DEWEY & LEBOEUF: Judge Approves Plan to Shred Old Client Files

DOMFOAM INT'L: April 30 Settlement Opt-Out Deadline Set
DREIER LLP: Former Partners Face Unfinished Business Lawsuit
EASTMAN KODAK: Seeks to Extend Plan Deadline to April 30
ELPIDA MEMORY: Extension of Liens on U.S. Collateral Approved
ENERGEN CORP: Moody's Reviews 'Ba2' Shelf Rating for Downgrade

EUROFRESH INC: NatureSweet Buys Debt, to Lead Auction
EUROFRESH INC: NatureSweet Provides $4-Mil. of DIP Financing
EUROFRESH INC: Sec. 341(a) Meeting of Creditors on Feb. 28
EUROFRESH INC: Case Summary & 20 Largest Unsecured Creditors
FLAT OUT CRAZY: Squire Sanders Tapped as Lead Counsel

FLAT OUT CRAZY: Getzler to Provide CROs & Temporary Staff
FLORIDA INSTITUTE: Beats Back State Order to Move 50 Patients
GIBRALTAR KENTUCKY: Plan, Conversion Hearing on Feb. 19
GRANITE DELLS: Confirmation Proces Not Affected by CMS Stay
GREAT PLAINS: Plan Offers 50% Recovery for Unsecured Creditors

GROUP 1 AUTOMOTIVE: Moody's Says UAB Acquisition Credit Positive
GULF COLORADO: Trustee Has Interim OK for Cox Smith as Counsel
HAWKER BEECHCRAFT: Gets Okay to End Jet Aircraft Warranties
HOSTESS BRANDS: Bread Business Auction Set for Feb. 28
HOSTESS BRANDS: Nears Deal With Apollo, Metropoulos on Twinkies

HOSTESS BRANDS: Seeks End to Sparring with Unions over Sales
HOSTESS BRANDS: IBT Extends Wind-Down Deal to May 1
HUBBARD RADIO: Moody's Raises Corp. Family Rating to 'B1'
HUBBARD RADIO: S&P Lifts CCR to 'B+', Rates $358MM Debt 'B+'
INC RESEARCH: Debt Amendment No Impact on Moody's 'B3' CFR

INTERSTATE PROPERTIES: ANICO Wants Shopping Center's Cash
INTERSTATE PROPERTIES: Taps O'Neal & Associates as Accountant
INTERSTATE PROPERTIES: Hiring Freisem Macon as Special Counsel
JEFFERSON COUNTY, AL: Can Withhold Sewer Consultant Documents
JG WENTWORTH: S&P Rates Proposed $425MM Sr. Secured Term Loan 'B'

JOURNAL REGISTER: Has Deal with Unsec. Creditors, PBGC on Sale
LA JOLLA: First Patient Treated in Clinical Trial of GCS-100
LEHMAN BROTHERS: $33.7 Billion in Claims Traded in 2012
LIFECARE HOLDINGS: Section 341(a) Meeting Continued Until Feb. 11
LNR PROPERTY: Moody's Affirms 'Ba2' CFR; Outlook Developing

LODGENET INTERACTIVE: Arranges $15-Mil. DIP Loan With Gleacher
LODGENET INTERACTIVE: FTI to Provide Restructuring Managers
LODGENET INTERACTIVE: Proposes Weil Gotshal as Attorneys
LODGENET INTERACTIVE: Hiring Approvals Sought
MARITIME COMMUNICATIONS: U.S. Trustee Balks at Plan Discharge

MEDIA GENERAL: GAMCO Asset Owns 19.6% of Class A Shares
MEDICURE INC: Incurs C$493,000 Net Loss in Nov. 30 Quarter
MICHIEL SCHUITEMAKER: Ousted Cincinnati Inc. CEO Files Chapter 11
MOHAWK: Spano Acquisition No Impact on Moody's 'Ba1' CFR
MONITOR COMPANY: Feb. 28 Set as General Claims Bar Date

MONITOR COMPANY: Final Cash Collateral Hearing Set for Feb. 8
MTS LAND: Plan Solicitation Exclusivity Extended to March 16
MTS LAND: Employs Nathan & Associates as Real Estate Broker
MUSCLEPHARM CORP: Closes $4.1 Million Offering of Series D Stock
NATIONAL CENTURY: Credit Suisse Inherits $2 Billion Claim

NEW ENERGY: Committee Balks at Incentive Plan, Sale, and Cash Use
NEW ENGLAND COMPOUNDING: Assets of 4 Owners Frozen by Judge
NEWLEAD HOLDINGS: Regains NASDAQ Stock Market Listing Compliance
ODYSSEY (IX): Reorganization Case Closed; Committee Discharged
OM GROUP: S&P Puts 'BB-' CCR on Creditwatch Positive

ONCURE HOLDINGS: Moody's Withdraws 'Caa3' Corp. Family Rating
ORBITAL SCIENCES: Moody's Rates $150MM First Lien Term Loan 'Ba1'
PATRIOT COAL: Seeking to Create $200 Million VEBA
PATRIOT COAL: Tries to Limit Retiree Health Benefits
PHIBRO ANIMAL: S&P Raises Corporate Credit Rating to 'B'

PICADILLY RESTAURANTS: TMC A Critical Vendor, To Be Paid Early
PMI GROUP: Has Until March 4 to Propose Chapter 11 Plan
PONCE DE LEON: PRLP Wants Court to Revisit Cash, Plan Orders
PONCE DE LEON: Christiansen & Portela OK'd as Real Estate Broker
POWERWAVE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors

PREFERRED PROPPANTS: Moody's Affirms 'B2' CFR; Outlook Negative
REAL MEX: Files Chapter 11 Case Dismissal Motion
REVOLUTION DAIRY: Files for Chapter 11 Protection
REVOLUTION DAIRY: Case Summary & 20 Largest Unsecured Creditors
RG STEEL: Renco Group Sued over Pension Obligations

RG STEEL: Has Until April 26 to File Chapter 11 Plan
SAN BERNANDINO, CA: Key Budget Officials Leave Posts
SATCON TECHNOLOGY: Auction Scheduled for Feb. 4
SATCON TECHNOLOGY: Lazard Freres Approved as Investment Banker
SATCON TECHNOLOGY: Files Schedules of Assets and Liabilities

SCHOOL SPECIALTY: Voluntary Chapter 11 Case Summary
SEAWAY ENERGY: Shareholders Opt for Liquidation & Dissolution
SOUTH PLAINFIELD: Meeting to Form Creditors' Panel on Feb. 13
SPIRIT REALTY: S&P Puts 'B' CCR on Creditwatch Positive
STG-FAIRWAY: S&P Assigns Prelim. 'B' Corp. Credit Rating

SUPERMEDIA INC: S&P Lowers Corporate Credit Rating to 'CCC'
SUPERVALU INC: Moody's Assigns 'B1' Rating to New Term Loan
TALOS PRODUCTION: Moody's Assigns 'B3' CFR; Outlook Stable
THOMAS A. PIZZA: Must File Plan by Feb. 15 or Face Dismissal
THQ INC: Sales of Game Titles Formally Approved

TNS INC: Moody's Assigns 'B2' CFR; Outlook Stable
TNS INC: S&P Lowers Corp. Credit Rating to 'B+', Off Creditwatch
TORCH ENERGY: To Begin Trading on OTC Markets Today
TULSEQUAH CHIEF: Mine Proposal Faces Risks, Says RWB
US TOOL: Meeting to Form Creditors' Panel on Feb. 3

VELATEL GLOBAL: Amends Purchase Agreement with Ironridge
VITRO PACKAGING: Opposes Noteholders' Bid for Dismissal, Lift Stay
VWR FUNDING: Moody's Assigns 'B1' Rating to Term Loan B
VWR FUNDING: S&P Retains 'B' CCR Over Term Loan Add-Ons
WASHINGTON MUTUAL: Former Exec Seeks $1.3M from Liquidating Trust

WAUPACA FOUNDRY: S&P Lowers Term Loan Rating to 'B+'
WESTERN POZZOLAN: Case Now Assigned to Judge Riegle
WINTDOTS DEVELOPMENT: Court Sets Feb. 12 Hearing on Disclosures
ZEN ENTERTAINMENT: Files for Chapter 11 With Plan

* Former Jefferies & Co Trader Arrested for Securities Fraud
* Moody's Revises Jan. 28 Press Release on Life, P&C Insurers
* Moody's Says CEE Gov't Gross Financing Needs to Fall Slightly

* U.S. High Yield Default Loss Rate Below 1% in 2012, Fitch Says
* U.S. Money Fund Exposure to Eurozone Banks Declines, Fitch Says
* Negative Bank Ratings Stubbornly High at 20%, Fitch Says

* Bankruptcy Expert Sees Defense, Media as Vulnerable in 2013
* Pensions Bet Big With Private Equity

* Debt Collectors Posing as Facebook Friends Spur Watchdogs
* Legislation Reintroduced Aimed at Student Loans in Bankruptcy
* Watchdog Finds TARP Firms' Pay Unchecked

* Obama Picks Rejected as Court Casts Doubt on Recess Power
* Cordray Nomination to be Challenged by Senate Republicans

* Stuart Morrissy Joins Milbank's Global Securities Practice

* Upcoming Meetings, Conferences and Seminars



                            *********

1701 COMMERCE: Can Access Cash Collateral Until Feb. 28
-------------------------------------------------------
The Bankruptcy Court signed a fourth amended agreed order
authorizing 1701 Commerce, LLC, to continue using cash collateral
of senior lender Dougherty Funding, LLC, through Feb. 28, 2013,
pursuant to an updated budget.

During this interim period Dec. 1, 2012, to Feb. 28, 2013,
continued interim use of cash collateral is conditioned on the
senior lender's receipt of a monthly adequate protection payment
from the Debtor in the amount of $241,000 no later than Dec. 5,
2012, Jan. 5, 2013, and Feb. 5, 2013.  The Debtor is not
authorized, absent the Senior Lender's consent, to make any
payment or disbursement to any insider, affiliate or otherwise
related party of the Debtor.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


A123 SYSTEMS: Completes Sale of Assets to Wanxiang & Navitas
------------------------------------------------------------
A123 Systems, Inc. on Jan. 29 disclosed that pursuant to the terms
of the previously announced asset purchase agreements with
Wanxiang America Corporation and Navitas Systems LLC, the company
has completed the sale of substantially all of its assets in a
transaction that was approved by the United States Bankruptcy
Court for the District of Delaware.  Substantially all of A123
Systems, Inc.'s non-government business assets have been acquired
by A123 Systems, LLC, a newly formed, wholly owned subsidiary of
Wanxiang, and the company's government business, including U.S.
military contracts, has been acquired by Navitas through a
separate asset purchase agreement.

Distributions to creditors on account of their claims against A123
Systems, Inc. will be made pursuant to a liquidating plan or other
process, in either case under the supervision and with the
approval of the Bankruptcy Court.

Additional information is available on A123's Web site at
http://www.a123systems.comor by calling A123's Restructuring
Hotline, toll-free in the U.S., at 1-800-224-7654.  For calls
originating outside the U.S., please dial +1 973-509-3190.  Court
documents and additional information can be found at a dedicated
Web site administrated by the Company's Claims Agent, Logan &
Company: http://www.loganandco.com

                        About A123 Systems

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

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

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

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

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

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

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

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

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.  The sale is
expected to close come Feb. 1.

JCI has filed an appeal from the sale approval.

AFA FOODS: Near Global Settlement With Key Players
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AFA Foods Inc., one of the largest ground-beef
producers in the U.S. until the assets were sold, said there is
agreement in principle on a "global settlement agreement" among
the official creditors committee, former employees, second-lien
lenders and other key players in the bankruptcy reorganization
begun in April.

The company filed papers on Jan. 25 for a third expansion of the
exclusive right to propose a Chapter 11 plan. If approved by the
bankruptcy court in Delaware at a Feb. 21 hearing, the new
deadline will be May 28.

The company said the settlement "may provide a framework" for a
Chapter 11 plan.

In October the bankruptcy court refused to approve a settlement
that would have given releases to Yucaipa Cos., the owner and
junior lender.  AFA said in a previous court filing that it was
near a new settlement to "afford an enhanced return to its
administrative and priority creditors."

The workers say they have more than $4 million in claims against
AFA and Yucaipa for violation of so-called WARN laws as a result
of being fired without required notice.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AMEREN ENERGY: Fitch Lowers Issuer Default Rating to 'CC'
---------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Ameren Energy Generating Company to 'CC' from 'B-' and removed the
Negative Rating Outlook. According to Fitch's ratings definitions,
a 'CC' rating implies a very high level of credit risk such that
default of some kind appears probable.

Fitch has also downgraded Genco's senior unsecured debt ratings to
'CCC-/RR3' from 'B+/RR2', based on an updated recovery valuation.
Fitch has affirmed the 'BBB' IDR of Ameren Corp., 'BBB+' IDR of
Union Electric Company, and the 'BBB-' IDR of Ameren Illinois
Company. Fitch revised AIC's Outlook to Stable from Positive. The
Rating Outlook for both AEE and UE remains Stable. A full list of
rating actions follows at the end of this release.

The downgrade to Genco's IDR reflects Fitch's belief that, absent
parental support or access to external borrowings, the merchant's
business model, in the long-run, is not sustainable.

The ratings recognize that Genco's parent holding company, AEE, no
longer intends to provide financial support to Genco, including
funding for the 2018 debt maturity of $300 million, and the
significant capital spending required at the Newton coal-fired
plant to be compliant with Illinois environmental regulations.

Genco has the ability to exercise a put option that permits the
company to sell three gas-fired plants to an affiliate for the
greater of $100 million or fair market value. While the cash
inflow from monetizing the plants would provide financial
flexibility, the core fundamentals of the business remain weak,
driven by sustained depressed power markets, prolonged low natural
gas prices, and anemic customer demand.

Fitch considers the exit from the merchant business to be credit
positive to AEE as it lowers the company's business risk and
allows it to focus on growing its more stable and predictable
regulated utility businesses.

The revision of AIC's Outlook reflects the unfavorable rate
decisions decided in late 2012 in the company's first two formula
rate plan (FRP) proceedings, suggesting Illinois continues to be a
challenging regulatory environment, in Fitch's view. The first two
rate decisions resulted in an aggregate $53 million electric
distribution rate reduction.

In light of the ICC's rate decisions, particularly reliance on an
average rather than year-end rate base, Fitch expects regulatory
lag to persist. The methodology to calculate rate base and capital
structure are on appeal.

Under the FRP framework, AIC is required to invest more than $600
million over 10 years, above historical levels, in its
transmission and distribution systems, with recovery of these
investments to occur in the context of annual FRP proceedings,
subject to ICC approval. AIC announced it is likely to defer
approximately $30 million of infrastructure capex in 2013, until
more clarity is provided in future FRP proceedings.

Fitch expects AIC's credit protection measures to be strong for
the current rating category in the forecast period. Fitch expects
FFO-to-interest to average 4.5x and FFO-to-debt 21% over 2013-
2015. Those credit metrics alone would likely warrant a one-notch
upgrade, but Fitch remains concerned about future rate
proceedings. Fitch will closely monitor the next FRP proceeding to
be filed in May 2013. A more constructive outcome could lead to a
one-notch upgrade.

Fitch expects UE's credit protection measures to remain adequate
for the current rating category and in line with utility peers
with a similar risk profile. Fitch forecasts FFO-to-interest to
average 5.1x and EBITDA-to-interest 5.2x over 2013-2015. FFO-to-
debt is projected to average 23.1% and Debt-to-EBITDA 3.4x over
the same time frame. UE's financial profile is bolstered by the
recent balanced outcomes of its last four rate cases.

On Dec. 12, 2012, the Missouri Public Service Commission (PSC)
authorized UE an electric rate increase of $259.6 million,
approximately 80% of the company's updated request. The tariff
increase is based on a 9.8% ROE, and a 52.3% common equity ratio.
The PSC permitted UE to continue to use its fuel adjustment
clause, subject to existing sharing provisions, and its vegetation
management/infrastructure inspection tracker. The PSC also allowed
UE to implement a storm cost tracker. Regulatory lag remains an
issue in Missouri. The PSC relies on an historical test year with
limited post-test year adjustments, and is prohibited from
allowing construction work in progress (CWIP) in rate base.

UE plans on spending approximately $3.2 billion in capital
investments over 2012-2016, including $2.8 billion in utility
infrastructure and energy efficiency, and $400 million in
pollution control equipment at its coal-fired plants. Fitch
considers capex to be manageable.

Fitch forecasts AEE's consolidated credit protection measures to
be in line with Fitch's target ratios for the current rating
category. Fitch expects EBITDA-to-interest to average 4.4x and
FFO-to-interest 4.3x over 2013-2015. Debt-to-EBITDA is projected
to average 3.8x and FFO-to-debt 19.9% over the same time frame.
Importantly, these ratios incorporate the negative effect of
Genco's financial results. It is likely that, on a deconsolidated
basis, AEE's credit metrics would be stronger than currently
forecasted, which Fitch would take into consideration in its next
credit review. AEE's credit protection measures are supported by
current and projected utility tariff increases, and relatively low
leverage at the parent level and utilities.

Fitch considers AEE's liquidity to be strong. The funding needs of
AEE's regulated subsidiaries are supported through the use of
available cash, short-term intercompany borrowings, drawings under
the bank credit facility, and inter-company money pools. In
November 2012, AEE renewed a $2.1 billion credit facility that
matures in November 2017. Under the 2012 Missouri bank credit
agreement, $1 billion is available for borrowing, and under the
2012 Illinois credit agreement, total available for borrowing
equates to $1.1 billion. As of Sept. 30, 2012, AEE had
approximately $2.38 billion of available total liquidity,
including $298 million of cash and cash equivalents and $2.08 of
unused credit facility borrowing.

Consolidated debt maturities are considered to be manageable with
$355 million due in 2013, $534 million due in 2014, and $120
million due in 2015.

Genco Recovery Analysis:

The unsecured debt ratings are notched above or below the IDR, as
a result of the relative recovery prospects in a hypothetical
default scenario. Fitch values the power generation assets that
support the entity level debt using a net present value analysis.
The generation asset net present values vary significantly based
on future gas price assumptions and other variables, such as the
discount rate and heat rate forecasts.

For the net present valuation of generation assets used in Fitch's
recovery valuation case, Fitch uses the plant valuation provided
by its third-party power market consultant, Wood Mackenzie, as an
input as well as Fitch's own gas price deck and other assumptions.

The 'RR3' senior unsecured debt Recovery Rating indicates Fitch
estimates recovery of 51%-70%.

SENSITIVITY/RATING DRIVERS

Positive Rating Actions:

AEE: Stronger credit metrics from the exit of the merchant
business could result in a positive rating action.
UE: No positive rating action is contemplated at this time.

AIC: A constructive rate order in AIC's next FRP proceeding that
indicates less regulatory uncertainty could lead to a one-notch
upgrade.

Genco: A significant turnaround in power prices and a successful
execution of the sale of power plants at prices higher than
estimated by Fitch.

Negative Rating Actions:

AEE: Adverse rate orders at the utilities could pressure the
ratings.

UE: Deterioration of the regulatory environment in Missouri could
lead to a rating action. The inability to earn a return of and on
capital investments or to recover capital costs on a timely basis.

AIC: Unfavorable rate outcomes in future annual FRP proceedings
and the inability to recover operating costs and capital
investments on a timely basis would have a negative effect on
credit protection measures.

Genco: Further weakness in power prices would likely trigger
additional ratings downgrade

Fitch has downgraded these ratings:

Ameren Energy Generating Company
--IDR to 'CC' from 'B-';
--Senior unsecured debt to 'CCC-/RR3' from 'B+/RR2'.

Fitch has affirmed the following ratings:

Ameren Corporation
--IDR at 'BBB'.
--Senior unsecured at 'BBB'.
--Commercial paper at 'F2';
--Short-term IDR at 'F2'.

Union Electric Company
--Long-term IDR at 'BBB+'
--Secured debt at 'A'
--Senior unsecured debt at 'A-'
--Preferred stock at 'BBB'
--Short-term IDR at 'F2'
--Commercial paper at 'F2'

Ameren Illinois Company
--Long-term IDR at 'BBB-'
--Secured debt at 'BBB+'
--Senior unsecured debt at 'BBB'
--Preferred stock at 'BB+'
--Short-term IDR at 'F3'
--Commercial Paper at 'F3'
--Senior secured pollution control revenue refunding bonds series
   1998B issued by the Illinois Development Finance Authority at
   'BBB+'
--Senior unsecured pollution control revenue refunding bonds
   series 1993C-1 issued by the Illinois Development Finance
   Authority at 'BBB'

The Outlook is revised to Stable from Positive


ALLIED SYSTEMS: Creditors Move to Bury Owner Yucaipa's Claims
-------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that creditors of Allied
Systems Holdings Inc. launched an adversary complaint Friday in
Delaware bankruptcy court seeking to subordinate the claims of the
debtor's private equity owner Yucaipa Cos. Ltd. to those of other
lenders and recover damages from Yucaipa's billionaire head Ron
Burkle, among others.

The move by certain first-lien lenders -- units of PE firms Black
Diamond Capital Partners LLC and Spectrum Investment Partners LP -
- represents the latest round in their fight with Yucaipa over the
debt and the fate of the insolvent company, the report related.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIED SYSTEMS: Brown Rudnick Approved for Board Committee
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Systems Holdings, Inc., et al., to employ Brown Rudnick LLP
as counsel for the special committee of the board of directors.

As reported in the TCR on Jan. 14, 2013, the Debtors determined to
retain an independent counsel to allay any further concerns, to
facilitate a more conciliatory dialogue with all parties-in-
interest, and to help it acquit its responsibilities.

Brown Rudnick will, among other things, advise the special
committee with respect to these matters:

   a. any potential plan of reorganization for the Debtors, sale
      of the Debtors as a going concern, or any other strategy
      designed to resolve the Chapter 11 cases;

   b. any interactions between the special committee, on the one
      hand, and parties-in-interest and the Court, on the other
      hand, regarding any aspect of the Chapter 11 processes;

   c. the preparation of any applications, motions, memoranda,
      proposed orders, and other pleadings as may be required in
      support of positions taken by the special committee; and

   d. take other actions to assist the board in carrying out its
      responsibilities as the board may delegate to or request of
      the special committee from time to time.

The scope of Brown Rudnick's retention is limited to advising the
special committee only, and will not duplicate the efforts of
Troutman Sanders LLP, or Richards, Layton & Finger, P.A., whose
role in the cases as primary restructuring counsel to the Debtors
will remain unchanged.

The primary attorney who will represent the special committee is
Robert J. Stark, whose hourly rate is $1,070.  Other Brown Rudnick
attorneys or paraprofessionals will, from time to time, provide
legal services on behalf of the special committee.  The hourly
rates of Brown Rudnick personnel are:

         Attorneys                        $475 to $1,100
         Paraprofessionals                $265 to $370

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

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMERICAN AIRLINES: AMR CEO Horton to Become Chairman in Merger
--------------------------------------------------------------
The Wall Street Journal's Mike Spector, Jack Nicas and Susan Carey
report that people familiar with the discussions said AMR Corp.
Chief Executive Tom Horton is in talks about becoming board
chairman if the American Airlines parent merges with US Airways
Group Inc.  The sources cautioned that the negotiations are fluid
and might not result in Mr. Horton's assuming that role, which he
currently holds at AMR.  He could become a vice chairman, senior
adviser, take on another role or choose to retire, some of the
people said.

According to WSJ, the outcome of the discussions is crucial for
Mr. Horton, 51, who could be left without a job if the airlines
merge.  It appears Doug Parker, US Airways' chairman and chief
executive, has the inside track, according to people close to the
matter, and US Airways has mandated that any deal include him as
CEO.  The report says Scott Kirby, US Airways' president, appears
poised to take the No. 2 management role should the airlines
combine, though it hasn't been discussed much at this point, one
of these people said.

According to WSJ's sources, American, its creditors and US Airways
are now in advanced discussions on a merger, with negotiations
over who would run the combined company picking up steam in the
past couple of weeks.  They're also negotiating financial terms,
including how to divide ownership of the airline between American
creditors and US Airways shareholders.

The sources also told WSJ that a group of influential American
bondholders holding roughly $2 billion in debt are finishing their
due diligence on a possible deal.  They have thrown their support
behind a merger instead of American's other option to emerge from
bankruptcy independently, so long as they agree on the deal's
terms, the people said.  These creditors are focused on agreeing
on financial terms before finalizing board and management details,
they said. AMR's board met earlier this week and was expected to
receive updates on the merger talks.

US Airways in November proposed American creditors receive 70% of
the combined company, but an array of hedge funds and other
investment firms holding American's bonds are pushing for a larger
share, perhaps as much as 75% or more, the people said, according
to WSJ.  The parties are also negotiating the makeup of the new
company's board, including the number of directors and who gets to
appoint them, they said.

Confidentiality agreements the bondholders signed expire Feb. 15,
and the creditors are hopeful they, American and US Airways can
agree to deal terms by then, the people said, according to the
report.


AMERICAN AIRLINES: Third Union Agrees to USAir Merger Contract
--------------------------------------------------------------
Jack Nicas at Daily Bankruptcy Review reports that the third and
final big union at AMR Corp. agreed to basic labor terms in the
event that the American Airlines parent merges with US Airways
Group Inc., further smoothing the carriers' path to a potential
marriage.

Jonathan Randles of BankruptcyLaw360 reported that the
Transportation Workers Union, which represents American Airlines
ground workers, said Monday that its members would get a 4.3
percent pay raise if the carrier merges with U.S. Airways.

The two airlines and the union reached a three-way memorandum of
understanding, suggesting a potential tie-up between American
Airlines and U.S. Airways is likely, the report related. The terms
of the agreement would only become effective in the event that the
two airlines do in fact merge, the union said, the report added.

TWU is American Airlines' largest union, BLaw360 said.

                      About American Airlines

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

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

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

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

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

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

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

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


AMF BOWLING: Executive Bonuses Approved by Virginia Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. received approval from the
bankruptcy court Jan. 28 for a revised bonus program for the top
three executives.

According to the report, as modified, the top officers will
receive bonuses equal to 80% to 100% of a year's salary if cash
flow is 2.5% more than the minimum prescribed in the loan
agreement financing the Chapter 11 effort.  Maximum bonuses of
120% to 150% of a year's salary will be paid for cash flow 20%
more than the banks require.  There can be a separate bonus if
there is a transaction worth more than $300 million.  Those
bonuses would also be 80% to 100% of a year's salary, growing to
120% and 150% if the transaction is worth more than $350 million.

The report notes that part of the bonuses won't be paid if the
official creditors' committee doesn't support a reorganization
plan.

The bonuses, the report discloses, are for the chief operating
officer, the chief financial officer, and the inside general
counsel.  The executives can receive a bonus under one program or
the other, not both. The bonuses for hitting the highest targets
would cost about $1 million.

The court approved a separate retention bonus program for six
other executives who aren't so-called insiders. The retention
program would cost $140,000, AMF said in the court filing.

The bonus programs were supported by first- and second-lien
lenders and opposed by the U.S. Trustee.

                    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.


ARAMARK HOLDINGS: Fitch Affirms, Withdraws 'CCC+' Sr. Notes Rating
------------------------------------------------------------------
Fitch Ratings has taken several rating actions on ARAMARK Holdings
Corp. and ARAMARK Corp.:

Fitch has upgraded and withdrawn these ratings:

ARAMARK Corp. (Operating Company)
--Senior unsecured notes due 2015 to 'B+/RR3' from 'B/RR4'.

Fitch has simultaneously affirmed and withdrawn the following
ratings:

ARAMARK Holdings Corp. (Parent Company)
--Long-term IDR at 'B'.
--Senior unsecured notes due 2016 at 'CCC+/RR6'

ARAMARK Corp. (Operating Company)
--Long-term IDR at 'B';
--Secured bank credit facilities at 'BB/RR1'.

The Rating Outlook is Stable. Fitch has decided to discontinue the
indicated ratings, which are uncompensated.

These rating actions affect $5.7 billion of total debt at
Sept. 28, 2012. ARAMARK is the obligor on $5.1 billion of this
debt while Holdings is the issuer on the remaining $600 million.

Sensitivity/Rating Drivers

The upgrade of the senior unsecured notes is due to improved
recovery prospects. Operating EBITDA has continued to grow since
bottoming out in fiscal 2009 and as expected, the company used
internally generated cash flows to reduce debt by over $200
million in the past year. The combination provided the impetus for
the upgrade.

ARAMARK's ratings reflect its high financial leverage, proven
ability to manage through difficult operating environments, and
meaningful cash flow generation. The company's credit profile is
supported by its strong market share position as a top three
global provider of Food and Support Services and as the second
largest provider of Uniform and Career Apparel in the U.S.
ARAMARK's diversified customer base and the consistently high 90%-
plus contract client retention rate adds relative stability to its
business.

Financial Performance:

For the fiscal year ended Sept. 28, 2012, revenues increased 3% to
$13.6 billion. The 3% growth was organic, as the 1% addition from
the Filterfresh acquisition was offset by a negative 1% in
negative F/X translation. Gross margins have improved slightly (by
10-15bps) in each of the past three years and SG&A expenses have
been relatively flat at around $200 million. As a result, EBITDA
margins have improved modestly in each of the past three fiscal
years to 8.35% from 7.99%. Free cash flow (FCF) of $337 million
was higher than expected with lower working capital usage. FCF and
cash on hand was used to internally finance over $200M million of
debt reduction and to make selective small acquisitions.

Fitch consolidates Holdings' $600 million 8.625%/9.375% PIK toggle
notes due 2016 when calculating ARAMARK's credit statistics
because the notes are expected to be serviced with cash flow from
ARAMARK. Holdings' notes are not guaranteed by the operating
company. Leverage (Debt/EBITDA) has gradually improved since the
2011 debt-financed payout to the company's equity sponsors,
providing modest room in ARAMARK's ratings. Fitch expects
unadjusted leverage to decline to the low-5.0x range by fiscal
2013 due to a combination of debt reduction and cash flow growth.
FFO interest coverage continues to strengthen and was 2.87x from
1.94x in the prior year. FCF is projected to average over $250
million next year, despite planned increases in capital spending
for systems/infrastructure investments aimed at supporting future
growth and efficiencies.

Liquidity and Covenants:

ARAMARK's liquidity remains adequate and maturities in fiscal 2013
and 2014 are manageable, particularly following the Dec. 20, 2012
amendment to its senior secured credit facility which effectively
refinanced $650 million of term loans previously due Jan 26, 2014.
While the new term loans have a stated maturity date of July 26,
2016, the notes become due Oct. 31, 2014 if any of the company's
senior unsecured notes due 2015 remain outstanding at that time.
At Sept. 28, 2012, ARAMARK has approximately $2.1 billion due in
2015 and $3.3 billion of maturities in 2016. Fitch expects that
ARAMARK will continue to address its capital structure and
maturities in the near-to-intermediate term with additional
refinancing activity ahead of these pending maturities.

ARAMARK is subject to a maximum consolidated secured debt ratio
and a minimum interest coverage incurrence test ratio. Maximum
leverage is currently limited to 4.5x through March 31, 2013,
stepping down to 4.25x by Dec. 31, 2013, and minimum interest
coverage is 2.0x. At Sept. 28, 2012 ARAMARK had approximately 31%
and 49% EBITDA headroom, respectively, under its maximum leverage
and minimum interest coverage covenants.


ARMORED AUTOGROUP: S&P Revises Ratings Outlook to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Danbury, Conn.-based automotive aftercare market
provider Armored Autogroup Inc. to negative from stable.  S&P
affirmed its 'B-' corporate credit rating on the company.

In addition, S&P affirmed the '3' recovery rating on the company's
senior secured credit facilities and the 'B-' issue-level rating
on these facilities.

S&P also affirmed the '6' recovery rating on the senior unsecured
credit facilities and the 'CCC' issue-level rating on these
facilities.

S&P's outlook revision to negative reflects its revised forecast
for lower profits and credit metrics.  This is due to the
company's poor operating performance following its investment in
transitioning to a stand-alone business from a subsidiary of
Clorox Co. since its leveraged buyout by Avista Capital Partners
in November 2010.

S&P have also revised its liquidity descriptor to "less than
adequate" from "adequate" as it forecasts the covenant cushion on
its revolving credit agreement may remain below 15% for at least
the next two quarters.

"Despite the company's positive sales momentum and a recent
amendment to its credit agreement increasing covenant flexibility,
S&P believes that cushions on both the leverage and interest
coverage covenants could still remain thin--below 15%--absent
material improvement to EBITDA margins," said Standard & Poor's
credit analyst Nalini Saxena.

Margins have been steadily declining primarily due to high
administrative expenses to support the stand-alone business as
well as increased spending on advertising to invigorate previously
neglected brands.


ASCEND LEARNING: S&P Lowers CCR to 'CCC+'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Burlington, Ma.-based Ascend Learning LLC to 'CCC+' from
'B-'.  The outlook is negative.

At the same time, S&P is lowering its issue-level ratings on all
existing debt by one notch, in conjunction with its change to the
corporate credit rating.  The recovery ratings on this debt remain
unchanged.

"The downgrade reflects the company's weaker-than-expected
operating performance, extremely high leverage, increasingly
negative discretionary cash flow, and our expectation that the
company will need another amendment to its first-lien credit
facility when the covenant steps down on March 31, 2014, despite
our expectation of modest revenue and EBITDA growth.  The December
2012 first-lien amendment provided only near-term covenant relief,
and we anticipate that another amendment could be difficult to
obtain unless profitability significantly improves and the trend
of negative discretionary cash flow reverses.  The company has
recently implemented cost reduction measures and is reducing
product development spending, after significant increases in 2012.
We see the risk that the company will continue to not earn a
satisfactory return on these investments.  Also, revenue growth is
slowing, especially in the company's higher education vocational
publishing division, due to mounting industry challenges, which we
believe may affect the company's ability to bolster
profitability," S&P noted.

"Standard & Poor's ratings on Ascend Learning reflect our
expectation that the potential for a resumption of modest EBITDA
growth, supported by slight organic growth and cost reductions,
will not be sufficient to alleviate high leverage," said Standard
& Poor's credit analyst Hal Diamond.

The company has incurred significant increases in its expenses, in
part to integrate acquisitions, and also for product development
and sales and marketing.  S&P considers the company's business
risk profile "weak" (based on S&P's criteria), reflecting its lack
of critical mass, niche focus, acquisition strategy that has had
some shortcomings in integration, and concentration in health care
and related fields, which are highly fragmented and competitive.
Operating synergies have been difficult to achieve because of
inherent difficulties in managing performance across a growing and
disparate business portfolio.  Ascend Learning has a "highly
leveraged" financial risk profile, in S&P's view, because of its
debt financing of high-priced acquisitions, high debt to EBITDA,
and a history of special dividends.  S&P assess the company's
management and governance as "weak," reflecting execution missteps
and the abrupt shift in management's growth strategy.

Ascend Learning is a provider of educational products with a focus
on health care-related disciplines, professional training, and
testing.  The company has a limited scale of operation, a small
size, and competitive threats.  S&P expects that the demand for
nursing school test preparation materials, which account for about
one-third of revenues, to remain relatively stable because of
consistent nursing school enrollment.  Still, some of the
company's peers, like Reed Elsevier LLC and the Washington Post
Co., are better capitalized and, like Ascend, offer test
preparation divisions for the nursing licensing exam.  S&P sees
the risk that the business may become price competitive as these
players attempt to gain market share.


ASHTON WOODS: Moody's Assigns 'B3' CFR; Rates $250MM Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3-PD probability of default rating to Ashton Woods USA
L.L.C., and a Caa1 rating to the company's proposed $250 million
senior unsecured notes due 2021. The rating outlook is stable.
This is the first time Moody's has assigned ratings to this issuer
after the ratings were withdrawn in 2009.

The following rating actions were taken:

  Corporate family rating, assigned B3;

  Probability of default rating, assigned B3-PD;

  $250 million senior unsecured notes due 2021, assigned Caa1,
  LGD4-67%;

The rating outlook is stable.

Ratings Rationale

The proceeds from the note offering will be used to repay Ashton
Woods' existing debt, including $64 million of 11% senior
subordinated notes due 2015, $2 million of 9.5% senior
subordinated notes due 2015, $115 million second-lien senior
secured term loan due 2015, and $24 million outstanding under its
$115 million first-lien senior secured revolving credit facility
due 2014 -- all of which were outstanding as of November 30, 2012.
The remainder of the proceeds will be designated for general
corporate uses. Concurrently with the note offering, the company's
majority owner, an affiliate of Great Gulf Group, will contribute
$15 million of equity, for a total equity contribution by Great
Gulf since 2009 of $73 million. The transaction results in a
modest increase in debt levels and in a slight increase of
adjusted debt leverage to a pro forma 65.4% at November 30, 2012.

The B3 corporate family rating reflects Ashton Woods' limited size
and geographic diversity, weakness in many of its credit metrics
including interest coverage, and liquidity that is constrained by
low cash balances and negative cash flows. Additionally, the
company's homebuilding debt leverage is elevated and expected to
rise further due to projected high utilization of the company's
revolving credit facility. The rating is supported by the positive
net income generation and Moody's expectation that solid new order
rates and backlog and rising prices will result in continued
improvement in the company's earnings and net worth. Additionally,
the rating incorporates Ashton Woods' presence in markets with
solid growth fundamentals, its relatively conservative land
strategies reflected in its current four years of total and two
years of owned land supply, as well as equity contributions by its
owner.

The stable outlook reflects Moody's expectation that positive
momentum in the homebuilding industry will result in growth and
improvement in many of the company's credit metrics over the next
12 to 18 months.

Ashton Woods has sufficient liquidity, supported by its $115
senior secured borrowing base revolver due August 2014, $110
million of which will be available at the close of this
transaction (as of November 30, 2012). However, liquidity is
constrained by projected high reliance on the revolving credit
facility, as well as low cash balances and negative cash flow
generation. The company is also required to maintain compliance
with a number of financial covenants in its credit agreement,
including minimum tangible net worth, leverage ratio, interest
coverage ratio, minimum liquidity and maximum level of land
supply. Moody's expects Ashton Woods to remain in compliance over
the next 12 to 18 months.

In accordance with Moody's loss-given-default ("LGD") framework,
the senior unsecured notes are notched down below the corporate
family rating because of the presence of the senior secured credit
facility within the capital structure.

The ratings could be upgraded if the company builds its size and
scale, strengthens its market positions, and reduces debt leverage
below 55%.

Negative rating pressure may occur if the company's profitability
weakens, debt leverage expands above 70%, or if liquidity
deteriorates.

Ashton Woods USA L.L.C., established in 1989 and headquartered in
Atlanta, Georgia, constructs single-family and multi-family homes
for entry-level, first-time move-up, and second-time move-up
buyers in Texas, Arizona, North Carolina, Georgia, and Florida. In
the trailing 12-month period ending November 30, 2012, Ashton
Woods generated approximately $520 million in revenues and $16
million in both pretax and net income (an LLC does not include a
provision for income taxes).

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


ASHTON WOODS: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Ashton Woods USA LLC (Ashton Woods).
The outlook is positive.  At the same time, S&P assigned a 'B-'
issue-level rating and a '3' recovery rating to the homebuilder's
proposed offering of $250 million of unsecured notes due 2021.
The '3' recovery rating indicates prospects for a meaningful (50%
to 70%) recovery of principal in the event of payment default.
The company plans to use proceeds from the offering to retire all
senior subordinated notes and its secured second lien credit
facility, as well as pay the outstanding balance on its secured
revolver.  The company will use the remaining proceeds, net of
fees, for future land acquisition and general corporate purposes.

"The ratings on Ashton Woods reflect the company's "vulnerable"
business risk profile as characterized by its small and more
geographically concentrated platform relative to many of its rated
peers," said Standard & Poor's credit analyst Matthew Lynam.
However, Ashton Woods' operating strategy utilizes lot purchase
agreements to secure a large portion of its controlled land
portfolio, which contributes to a more efficient inventory
turnover.  S&P views the company's financial risk profile as
"highly leveraged" due to weak EBITDA-based metrics and high book
leverage, which will increase with the new debt issuance.
Although S&P views liquidity as "adequate" based on its criteria,
the company's reliance on its secured revolver to fund working
capital represents a key credit consideration.  Ashton Woods'
private ownership has provided equity infusions in the past and
will invest an additional $15 million in conjunction with the
proposed transaction; however, S&P do not assume implicit ongoing
support from the parent.

Atlanta, Georgia-based Ashton Woods is a privately owned LLC that
ranked 25th among U.S. homebuilders based on 2011 home deliveries.
The majority owner is an affiliate of the Great Gulf Group, a
privately-held Canadian real estate developer, controlling
approximately 96% of the company.  Since its inception in 1989,
Ashton Woods has built a brand reputation with a particular focus
on personalizeable and energy-efficient homes.


ATLANTIC & PACIFIC: Checks Out of Transport Co. Layoff Claims
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the Second
Circuit on Friday refused to give logistics and transportation
company Grocery Haulers Inc. the green light to pursue employee
layoff claims against bankrupt The Great Atlantic & Pacific Tea
Co. Inc., ruling that an automatic stay rightly shields the
supermarket giant from such suits.

A three-judge panel affirmed the U.S. District Court for the
Southern District of New York's January 2012 ruling that the
automatic stay protecting entities in Chapter 11 bankruptcy from
creditors' attempts to collect debts barred GHI from filing a
third-party lawsuit, the report related.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.


ATLAS PIPELINE: Moody's Rates $450-Mil. Sr. Unsecured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Atlas Pipeline
Partners, L.P.'s proposed $450 million senior unsecured notes due
2023. Atlas' other ratings and stable outlook were unchanged.

Net proceeds from this offering will be used to redeem Atlas'
8.75% 2018 senior unsecured notes through a tender offer process
and to repay a portion of the borrowings under its revolving
credit facility (approximately $323 million outstanding at January
23, 2013).

"This essentially debt-for-debt transaction will have minimal
impact on Atlas' leverage," said Sajjad Alam, Moody's Analyst.
"However, overall borrowing costs will decrease and liquidity will
improve from increased revolver availability and an extended debt
maturity profile."

Issuer: Atlas Pipeline Partners, L.P.

Assignments:

    US$450M Senior Unsecured Regular Bond/Debenture, Assigned B2

    US$450M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD4, 68%

Ratings Rationale

The tender offer for the 8.75% 2018 notes was launched
concurrently with the note offering. The tender offer is
contingent on the consummation of the note offering; however, the
note offering is not contingent on the tender offer. The tender
offer is also subject to receiving consents from holders of
majority in principal amount of the outstanding notes to
incorporate certain amendments to the notes indenture. The new
notes will rank pari passu with the existing 6.625% notes and have
substantially similar subsidiary guarantees.

The proposed notes are unsecured and have a subordinated claim to
Atlas' assets behind the $600 million secured revolving credit
facility lenders. Given the substantial amount of priority claim
secured debt in the capital structure, the notes are rated B2, one
notch below the B1 Corporate Family Rating (CFR) under Moody's
Loss Given Default Methodology.

The B1 CFR reflects Atlas' growing but still relatively limited
scale and concentrated operations in the Mid-continent region, the
inherent price and volume risks of its core gathering and
processing business and the risk of its master limited partnership
organizational structure. The rating also considers the execution
and funding risks involving the ongoing capacity expansion
projects and acquisitions. The CFR is supported by the
partnership's growing EBITDA, increasing fee-based cash flows,
long-term contracting arrangements, and the routine practice of
hedging its commodity price exposure associated with the
percentage of proceeds and keep-whole contracts.

The stable outlook reflects Moody's view that the demand for
gathering and processing services will remain healthy in the Mid-
continent and Texas regions and management will maintain prudent
financial policies.

Greater scale and diversification, a higher proportion of fee-
based revenues and lower leverage would be supportive of an
upgrade. More specifically, Moody's would look for sustainable
EBITDA in excess of $300 million and a debt to EBITDA ratio
approaching 3.75x before considering an upgrade.

The rating could be downgraded if leverage remains above 4.5x or
distribution coverage (FFO - Maintenance Capex / Distributions)
stays below 1x over a protracted period. A negative rating action
could also result if growth is funded primarily with debt.

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

Atlas Pipeline Partners, L.P. is a publicly traded master limited
partnership (MLP) engaged primarily in the gathering, processing,
and transportation segments of the midstream natural gas industry.


ATLAS PIPELINE: S&P Assigns 'B+' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to Atlas Pipeline Partners L.P.'s and Atlas
Pipeline Finance Corp.'s proposed $450 million senior unsecured
notes due 2023.  S&P also assigned its '3' recovery rating to the
debt, indicating meaningful  (50% to 70%) recovery of principal.

The partnership intends to use net proceeds to retire its existing
8 3/4% senior notes due 2018 and repay a portion of its senior
secured revolving credit facility.  Philadelphia-based Atlas is a
midstream energy partnership that specializes in natural gas
gathering and processing, and the transportation of natural gas
liquids.  S&P's corporate credit rating on Atlas is 'B+', and the
outlook is stable.  As of Sept 30, 2012, Atlas had about
$786 million in debt.

RATINGS LIST

Atlas Pipeline Partners L.P.
Corporate credit rating             B+/Stable/--

New Rating

Atlas Pipeline Partners L.P.
Atlas Pipeline Finance Corp.

$450 mil sr unsec notes due 2023    B+
Recovery Rating                     3


BEALL CORP: Court Approves Sale to Wabash National
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wabash National Corp. was given authorization by the
bankruptcy court on Jan. 25 to buy most of the business of Beall
Corp.  Wabash, based in Lafayette, Indiana, is paying $15.1
million.  The buyer said it expects to complete the acquisition in
the first quarter.

                      About Beall Corporation

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

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

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


BEAZER HOMES: Incurs $20.4 Million Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $20.38 million on $246.90 million of total revenue
for the three months ended Dec. 31, 2012, compared with net income
of $739,000 on $188.54 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.92 billion
in total assets, $1.67 billion in total liabilities and $242.61
million in total stockholders' equity.

"In the first quarter we achieved improvements in nearly every
operational and financial metric compared to last year, including
new orders, closings and adjusted EBITDA," said Allan Merrill,
President and CEO of Beazer Homes.  "Additionally we saw higher
home sales prices and lower cancellation rates as most of our
geographic markets continued to demonstrate signs of improvement.
We remain committed to our path-to-profitability strategies, which
are designed to enable us to return to sustained profitability as
soon as possible."

On trends in the housing market, Mr. Merrill commented, "While
there are still challenges to overcome before the
industry can achieve a full turnaround, we believe that
improvements in consumer confidence coupled with low
mortgage rates and enhanced clarity regarding mortgage
qualification procedures should provide support for both
increased demand for new homes and improved new home pricing
during the balance of the year."

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

                        http://is.gd/quJ39U

                  $200 Million Sr. Notes Offering

Beazer Homes is proposing to issue $200 million aggregate
principal amount of Senior Notes due 2023 in a private offering
that is exempt from the registration requirements of the
Securities Act of 1933.

The Company intends to offer the Notes within the United States to
qualified institutional buyers in accordance with Rule 144A and
outside the United States in accordance with Regulation S under
the Securities Act.  The Company intends to use the net proceeds
from the offering to fund or replenish cash that is expected to be
used to fund the redemption of its 6 7/8% senior notes due 2015
and for general corporate purposes.

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                           *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating from Fitch Ratings.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative.  We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BEAZER HOMES: Moody's Raises CFR to 'Caa1'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service raised Beazer Homes USA, Inc.'s
corporate family rating to Caa1 from Caa2, probability of default
rating to Caa1-PD from Caa2-PD, the rating on the existing senior
secured notes to B2 from B3, and the rating on the existing senior
unsecured notes to Caa2 from Caa3. At the same time, Moody's
assigned a Caa2 rating to the proposed $200 million senior
unsecured notes due 2023, proceeds of which will be used to fund a
call of the $172 million senior unsecured notes due 2015, with the
balance added to working capital. The speculative grade liquidity
assessment was affirmed at SGL-3, and the rating outlook is
stable.

The following rating actions were taken:

$200 million of new senior unsecured notes due 2023, assigned
Caa2 (LGD5, 72%);

Corporate family rating, raised to Caa1 from Caa2;

Probability of default rating, raised to Caa1-PD from Caa2-PD;

Existing senior secured notes, raised to B2, (LGD3, 31%) from B3
(LGD3, 31%);

Existing senior unsecured notes, raised to Caa2 (LGD5, 72%) from
Caa3 (LGD5, 73 %);

Speculative grade liquidity assessment affirmed at SGL-3;

Rating outlook is stable.

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

Ratings Rationale

The ratings upgrade reflects Moody's increasing confidence that
Beazer's credit metrics, buoyed by a stregthening housing market,
will gradually improve for at least the next two years and that
the company may be able to return to a modestly profitable
position as early as fiscal 2014.

The Caa1 corporate family rating reflects Moody's expectation that
Beazer's operating and financial performance, while improving,
will remain weak through fiscal 2013. More specifically, Moody's
assumes that elevated debt leverage and on-going operating losses
will continue over this time period. In addition, Moody's expects
that Beazer's cash flow generation will continue to be weak in
fiscal 2013, as the company pursues land investments.

At the same time, Moody's can, for the first time, see a path to
profitability if the current order rates stay strong, margins
continue to strengthen, and the company can leverage its recent
equity offerings to accelerate its new community count. In
addition, the ratings are supported by the company's extended debt
maturity profile and strengthened liquidity. Moody's also
recognizes that impairments and other charges are likely to be
less material going forward.

The stable rating outlook reflects Moody's expectation that
favorable homebuilding industry conditions will result in Beazer's
improving financial and operating metrics.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through sharper
than expected operating losses or through a sizable investment or
other transaction.

The ratings could improve if the company's road to profitability
becomes more visible, and it can maintain adequate liquidity,
continue to grow its tangible equity base, and reduce adjusted
debt leverage to below 65%.

Beazer's senior secured notes are rated B2, two notches above the
company's Caa1 corporate family rating, reflecting both their
second-lien position behind the company's first-lien senior
secured revolver and the significant support provided by the
company's junior capital (i.e., the senior unsecured notes). These
latter notes are rated Caa2, one notch below the corporate family
rating, reflecting the large amount of secured debt ranked above
it in the capital structure.

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

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 16 states. Total revenues and consolidated net loss
from continuing operations in FY 2012 ending September 30, 2012
were approximately $1.0 billion and $(136) million, respectively.


BERNARD L MADOFF: NY AG Slams Trustee's Delay in Fighting Deal
--------------------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that New York Attorney
General Eric T. Schneiderman and Bernard L. Madoff associate J.
Ezra Merkin pressed a federal judge on Friday to approve their
$410 million settlement, claiming Madoff's bankruptcy trustee had
waited too long to oppose the deal.  In separate briefs to U.S.
District Judge Jed S. Rakoff, Schneiderman and Merkin said Madoff
trustee Irving Picard waited too long to argue the settlement
would unfairly give money to New York residents who were indirect
investors in Madoff's Ponzi scheme, the report said.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
various appeals has limited Mr. Picard's ability to distribute
recovered funds.


CCC ATLANTIC: Taps Cross & Simon as Bankruptcy Counsel
------------------------------------------------------
CCC Atlantic LLC has filed papers in U.S. Bankruptcy Court for the
District of Delaware to employ Cross & Simon LLC as its bankruptcy
counsel to deal effectively with the potential legal issues or
problems that may arise in the context of its Chapter 11 case.
The firm's current hourly rates for work of this nature:

   Partners and Counsel   $450
   Associates             $275-$375
   Paraprofessionals      $170

The firm attests it does not hold any interest adverse to the
estate, and is a "disinterested person" within the meaning of the
Bankruptcy Code.

                        About CCC Atlantic

Linwood, New Jersey-based 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.  The Debtor has scheduled assets totaling
$48,890,617 and liabilities of $41,568,640 as of the Petition
Date.


CCC ATLANTIC: Hiring Silverang & Donohoe as Counsel
---------------------------------------------------
CCC Atlantic LLC has filed papers seeking formal application to
employ Silverang & Donohoe LLC as its counsel to deal effectively
with the potential legal issues or problems that may arise in the
context of the Chapter 11 case.  The firm's current hourly rates
for work of this nature:

   Partners and Counsel   $400-$500
   Associates             $250-$350
   Paraprofessionals      $175

The firm attests it does not hold any interest adverse to the
estate, and is a "disinterested person" within the meaning of the
Bankruptcy Code.

                        About CCC Atlantic

Linwood, New Jersey-based 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.  The Debtor has scheduled assets totaling
$48,890,617 and liabilities of $41,568,640 as of the Petition
Date.


CENTRAL EUROPEAN: Mark Kaufman Files Complaint with Del. Chancery
-----------------------------------------------------------------
Mark Kaufman filed on Jan. 28, 2013, a Verified Complaint Pursuant
to 8 Del. C. Section 211 in the Delaware Court of Chancery,
seeking to compel Central European Distribution Corporation to
hold an annual general meeting within 45 days of the date of the
Verified Complaint.

The Company last had an annual meeting of stockholders for the
election of directors on May 19, 2011.  Since May 19, 2011, no
subsequent annual meeting has been held and no action has been
taken by written consent in lieu of an annual meeting to elect
directors.

Pursuant to 8 Del. C. Section 211(c):

   If there be a failure to hold the annual meeting or to take
   action by written consent to elect directors in lieu of an
   annual meeting ... for a period of 13 months after the latest
   to occur of the organization of the corporation, its last
   annual meeting or the last action by written consent to elect
   directors in lieu of an annual meeting, the Court of Chancery
   may summarily order a meeting to be held upon the application
   of any stockholder or director."

The stockholders have not taken action by written consent to elect
directors in lieu of an annual meeting, in more than 13 months.
Accordingly, Mr. Kaufman assertts he has established the statutory
prerequisites to compel an annual meeting of stockholders to be
convened by the Company.

Mr. Kaufman and W & L Enterprises Ltd. together beneficially own
7,417,549 shares of the Company's common stock, representing
approximately 9.4% of the Company's common shares.

A copy of the Complaint is available at http://is.gd/cUDQvD

                            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: Magna Group Discloses 8.4% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Magna Group LLC disclosed that, as of
Jan. 25, 2013, it beneficially owns 14,000,000 shares of common
stock of Cereplast, Inc., representing 8.4545% of the shares
outstanding.  A copy of the filing is available at:
http://is.gd/TdoBe3

                          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.


CHEF SOLUTIONS: Debtor OK'd to Distribute Amounts From Reserve
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Food Processing Liquidation Holdings, LLC, et al., to distribute
available amounts in the administrative reserve to the purchaser,
in aid of the confirmation of the Debtors' Plan of Liquidation.

As reported in the TCR on May 7, 2012,  Judge Kevin Gross
confirmed the joint plan of liquidation filed by Food Processing
Liquidation Holdings LLC and its affiliates.  All objections to
the Plan that were overruled.  Holders of general unsecured
claims, which is the only impaired claims entitled to vote under
the Plan, voted to accept the Plan with 92.93% of the total amount
of claims.  The plan projected to give unsecured creditors with
$32 million in claims a recovery between 0.5% and 5%.
Additionally, no equity interests will receive distribution under
the plan.

                       About Chef Solutions

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

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

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

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

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

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


CHIQUITA BRANDS: Moody's Affirms B2 CFR; Rates $425MM Notes B1
--------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Chiquita Brands
International Inc., including its B2 Corporate Family Rating and
B2-PD Probability of Default Rating. Concurrently, Moody's
assigned a B1 rating to the company's newly proposed $425 million
senior secured notes issuance. Also, the negative outlook remains
unchanged reflecting Chiquita's high financial leverage and near
term operating challenges.

The following ratings have been assigned at Chiquita Brands LLC
(subject to final documentation):

  $425 million senior secured notes due 2021 at B1 (LGD3, 40%)

The following ratings have been affirmed at Chiquita Brands
International, Inc.:

  Corporate family rating at B2;

  Probability of default rating at B2-PD; and

  Speculative Grade Liquidity Rating of SGL-3

The following ratings will be withdrawn at close at Chiquita
Brands International, Inc. (subject to final documentation):

  $250 million 7.5% senior notes due 2014 at Caa1 (LGD5, 88%).

The following ratings will be withdrawn at close at Chiquita
Brands LLC (subject to final documentation):

  $150 million senior secured revolver due 2016 to Ba3 (LGD2,
  23%); and

  $330 million senior secured term loan due 2016 to Ba3 (LGD2,
  23%).

The outlook is negative

Ratings Rationale

The B2 CFR incorporates Chiquita's high financial leverage,
ongoing business volatility and certain litigation exposures.
Further, the rating is constrained by Chiquita's vulnerability to
sharp performance fluctuations due to the commodity-like nature of
its banana and value-added salad products as well as external
factors including fuel prices, weather, crop infestation, currency
exchange rates and local government policies. The rating
positively reflects Chiquita's modest product and geographic
diversification and well-established brands, namely Chiquita and
Fresh Express.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that Chiquita will maintain cash and ABL availability in excess of
$100 million over the next twelve months to support operations
during a period of pressured operating performance and ongoing
restructuring and capital spending projects. Pro-forma for the
transaction, at September 30, 2012 Chiquita had approximately $37
million of cash, $25 million drawn on its ABL and $21 million in
L/C's, leaving approximately $154 million of ABL availability
(assuming full borrowing base availability). Free cash flow
generation is likely to be modest.

The negative outlook recognizes that the company is in the midst
of a transition period, and that a number of headwinds including
lower banana prices, declines in salad volumes and weaker Euro FX
rates weighed on 2012 results and have weakened credit metrics
considerably. Moody's needs to see improvement in credit metrics
prior to stabilizing the outlook. Moody's currently anticipates
the company will grow its salad volumes in 2013, largely due to
its entrance into private label, and while banana pricing may
fluctuate throughout FY13, Moody's expects banana volumes to
improve. The outlook could stabilize if Chiquita stems volume
losses in its value-added salad business and restores earnings
growth to the point where the company generates free cash flow on
a sustainable basis.

The ratings could be downgraded if Chiquita fails to maintain
roughly $100 million of liquidity, including cash and ABL
availability, given the inherent volatility of its operations.
Further, ratings could be downgraded if Chiquita's performance
continues to deteriorate resulting in leverage remaining at
elevated levels for several quarters or a weakened liquidity
profile driven by an inability to generate cash flows.
Specifically, debt-to-EBITDA maintained above 6.5 times for
multiple quarters could result in a ratings downgrade,
particularly if liquidity weakens.

A ratings upgrade is unlikely prior to Chiquita demonstrating the
ability to operate with leverage below 4.0 times for an extended
period while maintaining good liquidity.

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

Chiquita Brands International, Inc, based in Charlotte, North
Carolina, is a leading international marketer and distributor of
bananas and other fresh produce in over 70 countries and a
producer of packaged salads under the Fresh Express brand name
primarily in the United States. Total sales for the twelve month
period ended September 30, 2012 were nearly $3.1 billion.


CHIQUITA BRANDS: S&P Affirms 'B' CCR; Rates $425MM Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Charlotte, N.C.-based Chiquita Brands
International Inc.  The outlook is negative.

At the same, S&P assigned a 'B' issue-level rating to Chiquita
Brands' (operating subsidiary Chiquita Brands LLC is a co-issuer)
proposed $425 million senior secured notes due 2021.  The recovery
rating on the proposed senior secured credit notes is '4',
indicating S&P's expectation for average (30% to 50%) recovery in
the event of a payment default.  The company expects to use the
net proceeds from this note offering, along with a partial draw on
a proposed new $200 million asset-based revolving credit facility
(ABL; unrated), to refinance existing debt and pay fees and other
expenses associated with the transaction.

In addition, S&P lowered the issue-level rating on Chiquita's
4.25% convertible senior notes due 2016 to 'CCC+' from 'B-' and
revised the recovery rating to '6', indicating S&P's expectation
for negligible (0% to 10%) recovery in the event of a payment
default, from '5'.  Following the close of this transaction, S&P
will withdraw the ratings on the company's existing revolving
credit facility due 2016, term loan A due 2016, and 7.5% senior
notes due 2014.

Pro forma for this transaction, S&P estimates that the company
will have about $672 million in reported debt outstanding.

The ratings on Chiquita Brands reflect S&P's view that the
company's business risk profile is "weak" and financial risk
profile is "highly leveraged".

"Key credit factors in our assessment of Chiquita's business risk
profile include the company's participation in the competitive,
seasonal, commodity-oriented, and volatile fresh produce industry,
which is subject to political and economic risks, as well as
product concentration in banana sales," said Standard & Poor's
credit analyst Jeffrey Burian.  "Our business risk assessment also
incorporates the benefits of Chiquita's geographic and customer
diversification, strong market positions, and well-recognized
brand name."

S&P views Chiquita's management and governance to be "fair".


CLEAR CHANNEL: Bank Debt Trades at 13% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 86.40 cents-on-the-dollar during the week ended Friday, Jan.
25, 2013, an increase of 1.55 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
365 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Jan. 30, 2016, and carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The loan is one of the
biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Clear Channel

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


DEEP PHOTONICS: Battles Bid to Force Liquidation
------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Oregon laser maker
Deep Photonics Corp. said Thursday that its former CEO and others
can't dismiss its bankruptcy case or force it into liquidation,
arguing they were just trying to avoid separate litigation
accusing them of swiping trade secrets from Deep Photonics.

Deep Photonics said its bankruptcy proceedings were separate from
litigation it has been pursuing against its former CEO Joseph G.
LaChappelle and others, and that those parties couldn't use that
litigation as a basis for forcing Deep Photonics out of bankruptcy
or to convert its reorganization case to one in liquidation, the
report related.

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


DETROIT, MI: S&P Revises Rating on 2003A Bonds to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services has corrected its long-term
rating on Detroit's series 2003A general obligation unlimited tax
refunding bonds to 'B' from 'BB'.  The outlook is negative.

The rating reflects the underlying rating (SPUR) on Detroit, and
previously reflected the rating on the bond insurer, Syncora
Guarantee Inc.


DEWEY & LEBOEUF: Ex-Partners Forced to Share Lucrative IP Client
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Dewey & LeBoeuf
LLP on Friday struck a deal that will force a group of former
intellectual property partners to share their future fees for a
client still in patent litigation with the erstwhile firm, while
also delaying a contentious battle with one of the partners who
had accused the firm leaders of fraud before its collapse.

The settlement, subject to court approval, will resolve Dewey's
claimed interest in the Harris Corp. proceedings by awarding it
half of the partners' fees once they collect $4 million, the
report said.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Rings Up $7.1M Settlement with Italian Affiliates
------------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a New York federal
bankruptcy judge Friday approved a EUR5.3 million ($7.1 million)
settlement reached by the estate of the bankrupt Dewey & LeBoeuf
LLP with former partners of the firm's Italian practice who left
Dewey before it filed for bankruptcy in 2012.

U.S. Bankruptcy Judge Martin Glenn authorized a settlement whereby
Dewey will receive EUR3.4 million from partners of successor firm
Grimaldi Studio Legale, which was formed by Dewey partners in 2012
as the firm hurtled toward bankruptcy, the report said.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Judge Slashes Fees in Bankruptcy
-------------------------------------------------
Sara Randazzo, writing for the The Am Law Daily, reported that
advisers working on the Dewey & LeBoeuf bankruptcy endured a round
of criticism Thursday from the judge overseeing the defunct firm's
Chapter 11 case, who expressed qualms over what he considered
excessive fees and expenses billed to the cash-strapped estate.

Taxi rides around New York, pricey hotel stays, and vague time
entries all got cut as U.S. bankruptcy court judge Martin Glenn
approved preliminary fee requests from a dozen law firms,
accounting shops, and other advisory outfits, the report said.  In
total, $14.1 million in bills have been submitted for time spent
working on the bankruptcy from its inception in late May through
the end of October, the report said.

Glenn, according to the report, expressed doubts that the firms --
which include lead bankruptcy counsel Togut, Segal & Segal;
creditors counsel Brown Rudnick; former partners committee counsel
Kasowitz Benson Torres & Friedman; financial advisers Deloitte and
Ernst & Young; and others -- will ever be fully paid, even if the
estate's pending Chapter 11 plan is approved.  "This case has been
on the edge of administrative insolvency since the time it was
filed," the report said, citing the judge during the hearing, held
in lower Manhattan bankruptcy court.

Development Specialists Inc., a restructuring firm that Dewey
brought in before its collapse and continued to use in a limited
capacity since filing for bankruptcy, received several complaints
from Glenn for its $248,860 in fees and expenses, the report
noted.  Glenn took issue with $17,560 in costs associated with
DSI's preparation of fee applications, an amount Glenn said far
exceeds his benchmark that fee applications shouldn't cost more
than between 3 percent and 5 percent of the total bill.  "The
issue is what's overhead and what's compensable?" Glenn asked,
ultimately deciding to reduce that section of the fee request by
$4,400.

DSI's filing also raised the issue of whether advisers can charge
for hotel stays in New York when the case is based there, even if
the advisers are from out of town, something Glenn said he may
consider banning in future cases, according to the report.  All
told, DSI had $4,455 shaved off its fees and $9,175 off its
expenses in addition to the amount Glenn axed during the hearing.

Lead bankruptcy lawyer Al Togut's firm also took a cut on its
considerably larger bill of $4.7 million when the firm agreed to
$57,139 in fee cuts and $1,378 in expense cuts after consultation
with the U.S. trustee's office, which had objections to several of
the fee requests, the report said.  Togut's bill raised Glenn's
ire in part for what he deemed excessively vague entries -- most
related to time spent on the case by Togut, who was not in court
Thursday -- and also for a page of expenses related to car rides,
the report added.

"I don't reimburse for taxi and car services around Manhattan,"
Glenn pointedly said, according to the report. "Take the subway.
Take the bus. Better yet, have your firm pick up that cost."

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Judge Approves Plan to Shred Old Client Files
--------------------------------------------------------------
Nick Brown, writing for Reuters, reported that a judge approved a
plan by bankrupt law firm Dewey & LeBoeuf to foot some of the cost
of destroying old client files, a bill that could ultimately reach
almost $1.4 million.

In a written order in U.S. Bankruptcy Court in Manhattan, Judge
Martin Glenn green-lighted Dewey's plan to chip in about $4 per
box to help destroy an estimated 345,000 boxes of old records,
some dating back to the 1930s, Reuters said.

The fate of Dewey's old files has become an intriguing sub-plot in
the unwinding of a once-proud firm that employed 1,000 lawyers in
26 worldwide offices at its height, according to the report.

Dewey, now liquidating, filed the largest-ever bankruptcy by a
U.S. law firm in May, Reuters related. In October it reached a
$71.5 million settlement with former partners to help pay back
about $260 million owed to secured creditors.

The question of how to destroy files that go unclaimed by former
clients has framed a difficult legal issue, pitting Dewey's
fiduciary responsibility to creditors against its ethical duty to
clients, Reuters noted.  Bankrupt entities have an obligation to
creditors to save as much money as possible to maximize payouts
but law firms also owe it to clients to preserve the privacy of
their information, Reuters pointed out.

Dewey and several storage companies that hold its files, including
Iron Mountain Inc and Citystorage LLC, had been haggling for
months over the cost of shredding, according to Reuters. Earlier
this month, the defunct law firm announced a plan to chip in about
$4 per box, a figure that would come to $1.38 million if all
roughly 345,000 boxes are ultimately destroyed, the report said.

There is no law governing the destruction of client files for
liquidating firms, which has made the issue controversial in many
law firm bankruptcies, according to Reuters. The deal hammered out
in Dewey's case appears consistent with others in the past,
including the $5-per-box price that law firm Dreier agreed to pay
warehouses after its 2008 bankruptcy.

The case is In re Dewey & LeBoeuf, U.S. Bankruptcy Court, Southern
District of New York, No. 12-12321.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DOMFOAM INT'L: April 30 Settlement Opt-Out Deadline Set
------------------------------------------------------
Boies, Schiller & Flexner LLP and Quinn Emanuel Urquhart &
Sullivan, LLP on Jan. 29 issued a statement regarding two proposed
flexible polyurethane foam class action settlements.

If you purchased Flexible Polyurethane Foam directly from any
Flexible Polyurethane Foam manufacturer you could be a Class
Member in two proposed class action settlements.

YOUR LEGAL RIGHTS ARE AFFECTED WHETHER OR NOT YOU ACT. PLEASE READ
THIS NOTICE CAREFULLY.

Plaintiffs have reached a proposed Settlement in two class action
lawsuits concerning certain producers of Flexible Polyurethane
Foam and Flexible Polyurethane Foam Products.

Settlement 1 - The "Vitafoam Settlement" includes Defendants
Vitafoam Inc. and Vitafoam Products Canada Limited (the "Vitafoam
Defendants"). This settlement provides for monetary payment.

Settlement 2 - The "Domfoam Settlement" includes Defendants
Domfoam International Inc. and Valle Foam Industries (1995) Inc.
(the "Corporate Domfoam Defendants"), along with potential
defendants A-Z Sponge & Foam Products Ltd., Bruce Bradley, Dean
Brayiannis, Michael Cappuccino, Peter Foti, Duke Greenstein, John
Howard, Dale McNeill, James William Sproule, Robert Rochietti-
Valle, Tony Vallecoccia, and Fred Zickmantel (together with the
Corporate Domfoam Defendants, the "Domfoam Parties"). This
Settlement does not provide for monetary payment.

What is this lawsuit about? Plaintiffs claim that Defendants
agreed to fix, raise, stabilize, or maintain the price of Flexible
Polyurethane Foam, which caused direct purchasers to pay more for
Flexible Polyurethane Foam than they would have otherwise paid.
As used herein, Flexible Polyurethane Foam includes block foam
(also known as commodity or slabstock foam), carpet underlay, and
engineered, or molded, foam, as well as fabricated -- that is,
cut-to-specification -foam products made from these types of foam.
As used herein, Flexible Polyurethane Foam does not include
"rigid" (or technical) foam.  A detailed description of its use
and application along with important Court Documents can be found
at http://www.flexiblepolyurethanefoamsettlement.com

Who is a Class Member? The proposed Class includes all Direct
Purchaser Plaintiffs that purchased Flexible Polyurethane Foam in
the United States directly from a Defendant or Co-conspirator from
January 1, 1999 through August 2010.  As used herein, "Defendants"
refers to both the settling Vitafoam Defendants and Corporate
Domfoam Defendants, as well as the non-settling Defendants:
Carpenter Co.; E.R. Carpenter, L.P.; Carpenter Holdings, Inc.;
Flexible Foam Products, Inc.; FXI - Foamex Innovations, Inc.;
Future Foam, Inc.; Hickory Springs Manufacturing Company; Leggett
& Platt, Inc.; Mohawk Industries Inc.; Otto Bock Polyurethane
Technologies, Inc.; Scottdel Inc.; Louis Carson; David Carson;
Woodbridge Foam Corporation; Woodbridge Sales & Engineering, Inc.;
and Woodbridge Foam Fabricating, Inc.  As used herein, "Co-
conspirators" are the following entities that were included as
Defendants in Plaintiffs' consolidated amended complaint, but have
since been voluntarily dismissed from the litigation without
prejudice: Ohio Decorative Products, Inc.; Inoac International
Co., Ltd.; Inoac USA Inc.; Inoac Corporation; and Crest Foam
Industries Inc. Excluded from the Settlement Class are: 1)
Defendants and Co-conspirators and their respective parents,
subsidiaries, and affiliates; and 2) any Direct Purchaser who
timely elects to be excluded from this Settlement.

What are the benefits? The Vitafoam Settlement is between
Plaintiffs and the Vitafoam Defendants only; it does not affect
any of the remaining non-settling Defendants.  Plaintiffs will
release the Vitafoam Defendants with respect to all claims in this
case.  In exchange, the Vitafoam Defendants have agreed (i) to
initially pay $5,000,000 to a fund to pay Vitafoam Settlement
Class Members and (ii) to cooperate with Plaintiffs.  The Vitafoam
Defendants have also agreed to make an additional payment of not
less than $4,000,000, and up to a maximum of $10,000,000, when
they resolve any claims they are pursuing as plaintiffs in In re
Urethane Antitrust Litigation, 04-md-1616 (JWL) (D. Kan.).
Complete details of the benefits can be found in the proposed
Vitafoam Settlement Agreement, and in the Detailed Notice, at the
website listed below.

The Domfoam Settlement is between Plaintiffs and the Domfoam
Parties only; it does not affect any of the remaining non-settling
Defendants.  Plaintiffs will release the Domfoam Parties (other
than the Corporate Domfoam Defendants) with respect to all claims
in this case.  The Domfoam Settlement does not provide for
monetary benefit.  The Domfoam Parties have agreed to share
significant and meaningful information about the alleged
conspiracy with Plaintiffs in this case.  On January 12, 2012,
Domfoam International Inc. and Valle Foam Industries (1995) Inc.
filed for bankruptcy under Canada's Companies' Creditors
Arrangement Act.  Plaintiffs' counsel determined that the
bankruptcy and the Corporate Domfoam Defendants' financial
condition indicated that Plaintiffs would be precluded from
securing any meaningful financial recovery from the Corporate
Domfoam Defendants.  Pursuant to the terms of the Domfoam
Settlement, Plaintiffs have voluntarily dismissed the Corporate
Domfoam Defendants without prejudice from this action.  The
Domfoam Settlement expressly preserves the right of the Proposed
Class and any Class Member to file claims against these Corporate
Domfoam Defendants without objection from such Defendants in
Canadian bankruptcy court should such claims be available or
prudent.  However, any and all claims against one or both
Corporate Domfoam Defendants may only be asserted as part of those
Defendants' Canadian bankruptcy proceedings and may only seek
distribution from their respective bankrupt estates.  There is no
assurance that funds will be available for distribution based on
the claims in this or any other lawsuit against Corporate Domfoam
Defendants.  Complete details can be found in the proposed Domfoam
Settlement Agreement, and in the Detailed Notice, at the Web site
listed below.

How do you receive a payment? To receive a payment from the
Vitafoam Settlement you must submit a Claim Form (by first-class
mail postmarked by, or pre-paid delivery service to be hand-
delivered by, April 30, 2013).

What are my Rights and Options?

Take no action - You will receive the non-monetary benefits of the
Vitafoam Settlement and Domfoam Settlement, and you will give up
the right to sue the Vitafoam Defendants and the Domfoam Parties
(other than the Corporate Domfoam Defendants) with respect to the
claims asserted in this case.  Again, to receive a payment from
the Vitafoam Settlement you must submit a Claim Form (by first-
class mail postmarked by, or pre-paid delivery service to be hand-
delivered by, April 30, 2013).

Exclude yourself from one or both Settlements - If you don't want
to be legally bound by one or both Settlements, then you must
exclude yourself from the Proposed Vitafoam Settlement Class
and/or the Proposed Domfoam Settlement Class.  If you exclude
yourself from the Proposed Vitafoam Settlement Class, you will not
become a member of the Proposed Vitafoam Settlement Class, and you
will be able to bring a separate lawsuit against the Vitafoam
Defendants with respect to the claims asserted in this case.  If
you exclude yourself from the Proposed Domfoam Settlement Class,
you will not become a member of the Proposed Domfoam Settlement
Class, and you will be able to bring a separate lawsuit against
the Domfoam Parties with respect to the claims asserted in this
case. Your written exclusion must be postmarked by April 30, 2013.

Object to one or both Settlements - If you stay in one or both
Settlements, you may write to the Court about why you do not like
the Vitafoam Settlement and/or the Domfoam Settlement.  Your
objection must be filed by April 30, 2013.

Complete instructions on how to exclude yourself from or object to
one or both Settlements can be found in the Detailed Notice at
http://www.flexiblepolyurethanefoamsettlement.com

The Court will hold a Fairness Hearing on May 7, 2013 at 10 a.m.
at the United States District Court, James M. Ashley and Thomas W.
L. Ashley U.S. Courthouse, 1716 Spielbusch Avenue, Toledo, Ohio
43604 to consider whether to approve the Settlements and the
proposed Settlement Classes.

The attorneys and their law firms that have represented Plaintiffs
in this case are referred to as Class Counsel.  Class Counsel will
apply to the Court for an award from the Vitafoam Settlement Fund
of attorneys' fees and for reimbursement of litigation costs and
expenses incurred.  This may include fees and costs expended while
providing Notice to the Class and while administering the Vitafoam
Settlement Fund (including the Plan of Allocation).  The
attorneys' fees for which Class Counsel will apply are in
compensation for their time and the risk they assumed in
prosecuting the litigation on a wholly contingent fee basis.  The
amount is not to exceed thirty percent of the total cash amount
paid by the Vitafoam Defendants pursuant to the Vitafoam
Settlement, as well as the costs and expenses incurred. To date,
Class Counsel have not been paid any attorneys' fees.  Any
attorneys' fees and reimbursement of costs and expenses will be
awarded only as approved by the Court at the Fairness Hearing, in
amounts determined to be fair and reasonable.

If you do not exclude yourself, you or your attorney may appear at
the Fairness Hearing, but you don't have to.  If you hire an
attorney, you are responsible for paying that attorney.

This Notice is only a summary.  For more information, including a
Claim Form and Detailed Notice, visit
http://www.flexiblepolyurethanefoamsettlement.comcall 1 (888)
331-9196, or write: In re Polyurethane Foam Antitrust Litigation,
c/o GCG, P.O. Box 9907, Dublin, OH 43017-5807.


DREIER LLP: Former Partners Face Unfinished Business Lawsuit
------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Dreier LLP is demanding its share of the millions of dollars
in fees earned from litigation that its former patent lawyers
continued working on after the firm's collapse.

Bankruptcy trustee Sheila M. Gowan, who is running Dreier's
liquidation, sued three former Dreier partners to recover the
profits from the unfinished business the partners took with them
when they left the firm, WSJ said.  The firm dissolved and went
into bankruptcy in December 2008, days after founder Marc Dreier
was arrested for defrauding hedge funds and other investors out of
more than $400 million.  Such unfinished business lawsuits are
common in law-firm bankruptcies and can prove a valuable source of
cash for creditors who are standing in line for payment, WSJ said.

According to the lawsuit, former Dreier partners Albert L. Jacobs
Jr., Gerard Diebner and Daniel Ladow left the firm shortly after
Mr. Dreier's arrest but continued to represent former Dreier
clients on work that originated there, WSJ related.  They
initially formed a new firm, Albert Jacobs LLP, but later joined
Troutman Sanders LLP in July 2009.  Two of the partners,
Mr. Jacobs and Mr. Diebner, have since left Troutman for
Tannenbaum Helpern Syracuse & Hirschtritt LLP.

Through the lawsuit, filed in Manhattan bankruptcy court,
Ms. Gowan wants the attorneys to not only provide information
about all the payments they received for Dreier-originated work,
but she also demanded that they turn over the profits received
from that work.

"We will vigorously defend the action," Mr. Jacobs told Bankruptcy
Beat Thursday.  Mr. Diebner and Mr. Ladow didn't immediately
respond to requests for comment.

One of the clients Ms. Gowan mentions is Gertrude Neumark
Rothschild, who hired Mr. Jacobs and other Dreier attorneys to
represent her in patent litigation, WSJ related.  Ms. Rothschild,
who passed away in November 2010 at the age of 83, was a prominent
Columbia University professor whose work improved the technology
of everything from cell phones to flat-screen televisions.

According to the New York Times, Ms. Rothschild's work led to
breakthroughs in the light-emitting diodes, or LEDs, used in many
consumer electronics products, WSJ said.  She sued some of the
world's biggest electronics companies for infringing upon her
patents.  Thanks to the ex-Dreier attorneys, the litigation
ultimately yielded millions of dollars in settlement payments, not
to mention millions of dollars in fees for the lawyers, which
Ms. Gowan is now eyeing, according to WSJ.

                 About Marc Dreier and Dreier LLP

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

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

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

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


EASTMAN KODAK: Seeks to Extend Plan Deadline to April 30
--------------------------------------------------------
Eastman Kodak Company commenced a process to seek consents from
the lenders under its existing Debtor-in-Possession Credit
Agreement, dated as of Jan. 20, 2012, to two amendments.

The first amendment would extend the covenant requirement under
the DIP Credit Agreement for when the Company is required to file
a Chapter 11 plan and disclosure statement with the United States
Bankruptcy Court for the Southern District of New York from
Feb. 15, 2013, to April 30, 2013, in light of the Company's
previously announced junior debtor-in-possession facility, which
was approved by the Bankruptcy Court on Jan. 24, 2013.

The second amendment is designed to permit the incurrence of the
Junior DIP Financing and make a number of related changes, and
would become effective upon the closing of the Junior DIP
Financing, subject to the term loans under the existing DIP Credit
Agreement having been paid in full.  This second amendment would,
among other things:

   (i) extend the maturity date of the facility from July 20,
       2013, to Sept. 30, 2013, to match the maturity of the
       Junior DIP Financing;

  (ii) eliminate the Canadian revolving facility, which is not
       being used by the Company, and reduce the aggregate amount
       of the US revolving credit commitments from $225,000,000 to
       $200,000,000;

(iii) remove machinery and equipment from the borrowing base of
       the revolving facility; and

  (iv) revise the existing financial covenants and modify other
       covenants to match the terms agreed for the Junior DIP
       Facility.

The first amendment is subject to approval by a majority of the
existing revolving and term loan lenders under the DIP Credit
Agreement.  The second amendment is subject to approval by the
existing revolving lenders under the DIP Credit Agreement, as the
term loans under the existing DIP Credit Agreement will be fully
repaid at closing of the Junior DIP Financing and effectiveness of
the second amendment.  There is no assurance that Kodak will
receive the relevant consents to approve any of these amendments.
Additionally, Kodak may amend, modify, eliminate or change the
amendments that it is seeking consents from its lenders to
approve.

Additionally, Kodak currently expects to consummate the
transactions contemplated by the Patent Sale Agreement, dated
Dec. 18, 2012, between Kodak and Intellectual Ventures Fund 83 LLC
on or about Feb. 1, 2013.  Pursuant to the terms of the DIP Credit
Agreement, at the closing of the Patent Transaction, Kodak will
apply 100% of the net cash proceeds from the sale of the patents
and 75% of the net cash proceeds from licensing certain patents to
repay amounts outstanding under the term loan facility under the
existing DIP Credit Agreement.  As a result, Kodak expects to pay
$418.7 million of those net cash proceeds to repay the existing
term loans and to retain $108.3 million of those net cash
proceeds, pending closing of the Junior DIP Financing, when the
remaining balance outstanding under the existing term loans will
be repaid.

Matthew Daneman, writing for The Rochester Democrat and Chronicle,
notes that currently, the company is required to file a Chapter 11
plan by Feb. 15 with the U.S. Bankruptcy Court.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


ELPIDA MEMORY: Extension of Liens on U.S. Collateral Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a
bridge order, approved the extension of liens on pledged U.S.
collateral in connection with Elpida Memory, Inc.'s DIP financing.
The terms of the liens approval order will remain in full force
and effect until Feb. 15, 2013.

As reported in the TCR on Jan. 22, 2013, Yukio Sakamoto and
Nobuaki Kobayashi, as foreign representatives of Elpida Memory,
asked the Court to extend the liens on U.S. assets granted
pursuant to the Court-approved security agreements with Shinseigin
Finance Co., Ltd.

The Debtor is subject of reorganization proceedings under
Japanese law pending before the Tokyo District Court, Eighth
Civil Division.

On April 27, 2012, the foreign representatives entered into a
facility agreement with DIP lender Shinseigin Finance pursuant to
which the DIP Lender agreed to provide Elpida with financing
through Dec. 28, 2012, and up to a maximum commitment amount of
JPY15,000,000,000.

According to foreign representatives, the extension is necessary,
given the extension of the timetable in the Japan Proceeding for
the voting and approval of the Plan.  The Debtor is negotiating
with the DIP Lender and with Micron regarding an extension of the
DIP Facility.  It is contemplated that the extension would
provide for:

   a. Extension of the deadline to drawdown from the DIP Facility
      until March 31, 2013;

   b. Repayment of the DIP Facility in installment payments made
      at the end of June, July, and August 2013;

   c. A reduction of the amount of the DIP Facility from
      JPY15 billion to JPY10 billion;

   d. A guaranty of Elpida's repayment of the DIP Facility by
      Micron and Micron Technology Asia Pacific, Inc.;

   e. Payment to the DIP Lender of an arrangement fee; and

   f. No change in the interest rate.

The parties are still negotiating the terms of the Micron
Guaranty and the definitive documentation of the DIP Facility
extension, and the final form of the extended debtor-in-
possession financing is not yet known.

The foreign representatives note that there is JPY8 billion
outstanding under the DIP Facility.  The DIP Lender has agreed to
allow the DIP Facility to remain outstanding while the extension
documents are being finalized and the requested approvals
obtained, subject to Elpida's maintenance of an escrow account to
backstop its obligations under the facility.

                        About Elpida Memory

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

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

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


ENERGEN CORP: Moody's Reviews 'Ba2' Shelf Rating for Downgrade
--------------------------------------------------------------
Moody's Investor Service placed the ratings for Energen
Corporation and Alabama Gas Corporation on review for downgrade
after the company reported its fourth quarter operating and
financial results.

"The review for downgrade for Energen reflects the company's
increasing leverage profile and decline in operating efficiency,"
said Stuart Miller, Moody's Vice President. "Historically,
Energen's modest scale has been offset by the stable earnings from
its utility and very conservative consolidated leverage metrics.
The outspending of cash flow in 2012 raised leverage to levels
that no longer support a Baa3 senior unsecured debt rating.
Moody's believes the increasing leverage at Energen reflects a
more aggressive financial policy, that if continued, could also
impact the credit risk of Alagasco."

Issuer: Energen Corporation

    Senior Unsecured: Baa3

    Senior Unsecured MTN: Baa3 (Provisional)

    Senior Unsecured Shelf: Baa3 (Provisional)

    Preferred Shelf: Ba2 (Provisional)

  Outlook Actions:

    Outlook Changed To Ratings Under Review Down From Stable

Issuer: Alabama Gas Corporation

    Senior Unsecured: A1

    Senior Unsecured MTN: A1 (Provisional)

    Outlook Changed To Ratings Under Review Down From Stable

Ratings Rationale

In the third and fourth quarter of 2012, Energen experienced
decreasing levels of capital productivity as it embarked on an
aggressive capital program in its Permian Basin holdings. The
company outspent cash flow by an estimated $500 million in 2012,
and while production increased by 18%, proved reserves after
revisions remained fairly constant. As a result, by year end debt
to production increased to nearly $25,000 per Boe and debt to
proved developed reserves grew to over $6 per Boe. Both figures
represent a significant increase over the last 12 months. Looking
forward, Energen looks to spend within its cash flow which will
limit the increase in outstanding debt. However, unless finding
and development costs drop significantly from the levels
experienced in 2012 -- Moody's estimates F&D of $20 per Boe
excluding revisions -- leverage will remain too high to justify
Energen's Baa3 senior unsecured debt rating, especially in light
of its limited scale.

The more aggressive financial policies followed in 2012, along
with the already-high five notch differential between Energen's
rating and Alagasco's rating, justify placing Alagasco's ratings
under review at this time.

Moody's review of Energen's ratings will be completed once the
company's 2012 yearend results are finalized and after a technical
review is performed on the impact that the company's 2013 and 2014
drilling program will have on its leverage profile. To avoid a
downgrade, Moody's will be assessing the likelihood that leverage
will fall below $20,000 per Boe of production and that debt to
proved developed reserves will fall below $5 per Boe within the
next 12 to 24 months. The review of Alagasco's rating will include
a thorough examination of the ring-fencing that currently exists
to protects the creditors of this natural gas utility company.

The principal methodology used in rating Energen is the Global
Independent Exploration and Production Industry Methodology
published in December 2011. The principal methodology used in
rating Alagasco is the Regulated Electric and Gas Utilities
Methodology published in August 2009.

Headquartered in Birmingham, Alabama, Energen Corporation is a
holding company whose subsidiaries engage in natural gas and crude
oil production and natural gas distribution.


EUROFRESH INC: NatureSweet Buys Debt, to Lead Auction
-----------------------------------------------------
EuroFresh Inc., the tomato producer suffering from severe
financial distress just three years after emerging from
bankruptcy, has returned to bankruptcy court to quickly sell
assets to rival NatureSweet Limited, absent higher and better
offers.

After several events of default on its first lien debt, the Debtor
commenced an extensive marketing process in March 2012.  In
September, the company had an initial deal with a buyer, which the
Debtor did not name in court filings.  That buyer, however, backed
out due to the continued deterioration of EuroFresh's financial
performance.  In November, the Company resumed negotiations with
other potential buyers and ultimately selected Zona Acquisition
Company, LLC, as the highest bidder.

Zona is an entity formed by NatureSweet and purchased the Debtor's
secured loans to General Electric Capital Corp. on Jan. 25.  The
Debtor owed $49.2 million in principal plus expenses and interest
of $2.9 million under the first-lien debt provided by GE Capital.

The Debtor says the sale to NatureSweet pursuant to 11 U.S.C. Sec.
363 preserves the Debtor's business as a going concern.  The
parties' asset purchase agreement provides that NatureSweet will
offer to employ all employees, provided it will not be obligated
to retain the employees after the closing date, and assume all
liabilities and obligations arising under the employee benefit
plans.

                           Auction

Without the sale of substantially all of the assets, EuroFresh
said its operations will terminate.  Pursuant to the bid
procedures, the Debtor and its advisor, Piper Jaffray, will
continue to market EuroFresh assets during the postpetition period
to solicit further bids.

At the date and time set by the Court for the sale of
substantially all of the Debtor's assets, Zona will provide an
opening bid of $51.2 million plus all monies lent post-petition
and accruing interest, fees, and costs.

The Debtor is asking the Court to set a deadline for competing
bids and schedule an auction for the assets.  If no other party
steps in, the auction will be cancelled and the Debtor will seek
approval of the sale to Zona.

Recognizing Zona's expenditure of time, energy and resources, the
Debtor has agreed to reimburse Zona's expense not to exceed
$200,000 in the event Zona is not the winning bidder.

                   Unsecured Creditors Wiped Out

The Debtor owes $36.3 million in principal plus $18.9 million in
interest in loans issued by Bio Dynamics B.V., S.ar.l., and
Barclays Bank, PLC., secured by a junior lien on the collateral
pledged to the first lien lenders.  The Debtor believes that under
11 U.S.C. Sec. 506, the prepetition second lienholders are wholly
unsecured.  Under the intercreditor agreement, the second
lienholders have waived any right to adequate protection payments.

The Debtor has also scheduled $450,000 in priority unsecured
claims and $10.8 million in nonpriority unsecured claims.

The Second Lienholders are clearly out of the money as are the
unsecured creditors, the Debtor said in court filings.

                      Other First Day Motions

Aside from the bidding procedures, the Debtor filed a variety of
first day motions.  The Debtor is seeking to pay prepetition
claims and benefits owed to 964 employees, prohibit utilities from
discontinuing service, and to pay $600,000 in claims for goods
subject to the Perishable Agricultural Commodities Act.

                       About EuroFresh Inc.

EuroFresh is America's largest greenhouse grower spanning 318 aces
of glass covered facilities.  It grows premium quality, great
tasting, certified pesticide residue free greenhouse tomatoes and
cucumbers year-round.  The 274-acre flagship facility in Willcox,
Arizona is the world's largest.  There's also a second 44-acre
acre property in Snowflake, Arizona.  EuroFresh has 964 employees.

EuroFresh, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 13-01125) on Jan. 27, 2013, to complete a sale of the business
to NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh Inc. 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.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.


EUROFRESH INC: NatureSweet Provides $4-Mil. of DIP Financing
------------------------------------------------------------
EuroFresh Inc. seeks authority from the Bankruptcy Court to obtain
$4 million of debtor-in-possession financing from Zona Acquisition
Company, LLC and to use cash collateral.

Zona is a company formed by NatureSweet Limited, which is also a
major tomato producer.  Zona has signed a deal to purchase the
Debtor's business, absent higher and better offers.

Prepetition, Zona bought $49.2 million in principal plus expenses
and interest of $2.9 million first-lien debt owed by the Debtor to
General Electric Capital Corp.

The DIP financing would allow the Debtor to maintain operations
while the sale of the assets is being finalized.  Zona has agreed
to provide $1.5 million upon interim approval of the DIP loan.

Although Zona has a first position lien on all of the Debtor's
assets, the postpetition lien would be entitled to super-priority
status.  The effective interest rate for all postpetition advances
is to accrue at 9% per annum, the credit line will also be subject
to a $25,000 fee to the DIP lender.  The DIP facility will mature
in 90 days.

The Debtor also reached an agreement with ZONA for the consensual
use of cash collateral.

The Debtor also owes $36.3 million in principal plus $18.9 million
in interest in loans issued by Bio Dynamics B.V., S.ar.l., and
Barclays Bank, PLC., secured by a junior lien on the collateral
pledged to the first lien lenders.  The Debtor believes that under
11 U.S.C. Sec. 506, the prepetition second lienholders are wholly
unsecured.  Under the intercreditor agreement, the second
lienholders have waived any right to adequate protection payments.

The Debtor and Zona have agreed to fund professionals to be
retained by an unsecured creditor committee in the budgeted amount
of $12,500 per month for a period of three months.  This amount is
sufficient for counsel for the unsecured creditor committee's
professional to investigate the validity of prepetition first lien
lender's liens and the value of the Debtor's assets.

                       About EuroFresh Inc.

EuroFresh is America's largest greenhouse grower spanning 318 aces
of glass covered facilities.  It grows premium quality, great
tasting, certified pesticide residue free greenhouse tomatoes and
cucumbers year-round.  The 274-acre flagship facility in Willcox,
Arizona is the world's largest.  There's also a second 44-acre
acre property in Snowflake, Arizona.  EuroFresh has 964 employees.

EuroFresh, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 13-01125) on Jan. 27, 2013, to complete a sale of the business
to NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh Inc. 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.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.


EUROFRESH INC: Sec. 341(a) Meeting of Creditors on Feb. 28
----------------------------------------------------------
There's a meeting of creditors of EuroFresh Inc. on Feb. 28, 2013
at 1:00 p.m.  The meeting will be held at the U.S. Trustee Meeting
Room, James A. Walsh Court, 38 S Scott Ave, St 140, Tucson,
Arizona.

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.


                       About EuroFresh Inc.

EuroFresh is America's largest greenhouse grower spanning 318 aces
of glass covered facilities.  EuroFresh grows premium quality,
great tasting, certified pesticide residue free greenhouse
tomatoes and cucumbers year-round.  The 274-acre flagship facility
in Willcox, Arizona, is the world's largest.  There's also a
second 44-acre acre property in Snowflake, Arizona.  EuroFresh has
964 employees.

EuroFresh, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 13-01125) on Jan. 27, 2013, to complete a sale of the business
to NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh Inc. 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.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.


EUROFRESH INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
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.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Southwest Gas Company     vendor                 $1,507,816
3401 East Gas Road
Tucson, AZ 85714

John Christner Trucking   vendor                 $1,274,082
19007 West Highway 33
Sapulpa, OK 74066

Squire Sanders &          vendor                 $1,105,584
Dempsey LLP
Two Renaissance Square
Phoenix, AZ 85004

Kent H. Lansberg Co       vendor                 $988,753
PO Box 101144
Pasadena, CA 91189-1144

Fertizona                 vendor                 $769,755
PO Box 519
Willcox, AZ 85644

AZ Correctional           vendor                 $478,505
Industries
3701 W. Cambridge Ave.
Phoenix, AZ 85009

Internationa Paper        vendor                 $447,866
PNC Bank Lockbox 910780
Pasadena, CA 91107

Montis BVBA               vendor                 $447,764
Klinkaardstraat 223
Kapellen B-2950 Belgium

Voshol                    vendor                 $367,786
Warmte-Elektotechhiiek
Lorentzstraat 1-3
Bleiswijk 2665JK
Netherlands

Priva BV (Netherlands)    vendor                 $268,548
Zijlweg 3
De Lier 2678 LC
Netherlands

Peter Dekker              vendor                 $226,751
Installaties

Maquila International     vendor                 $188,497
Inc.

Houweling Nurseries Ltd   vendor                 $149,521

Direct Solutions          vendor                 $148,591

Koppert Biological        vendor                 $142,324
Systems Inc

SSVEC Primary             vendor                 $133,985

Biobest USA Inc.          vendor                 $128,753

B-Mac                     vendor                 $125,000

IFCO Systems              vendor                 $119,035
NA-RPC Division

Grodan, Inc.              vendor                 $110,267


FLAT OUT CRAZY: Squire Sanders Tapped as Lead Counsel
-----------------------------------------------------
Flat Out Crazy, LLC, and its affiliate seek approval from the
Bankruptcy Court to employ Squire Sanders (US) LLP as their lead
legal counsel in their Chapter 11 cases.

Squire Sanders has been advising the Debtors with respect to their
restructuring efforts since November 2012 and is already very
familiar with the Debtors' business and affairs, the restructuring
transactions and strategies that the Debtors intend to pursue, and
other issues that will need to be addressed in the Chapter 11
cases.

The firm received payments totaling $404,000 for work performed
prepetition.  The firm kept a $100,000 retainer as of the Chapter
11 filing.

For professional services, Squire Sanders' fees are based
primarily on its customary hourly rates.  Inside the United
States, Squire Sanders' hourly rates for associates, partners and
non-attorney personnel currently range from $155 for new
associates to $955 or higher for our most senior partners and from
$100 for new project assistants to $325 for experienced senior
paralegals, with most non-attorney billing rates falling within
the range of $170 to $250 per hour.

The current rates for certain of the firm's attorneys expected to
work on the Chapter 11 cases are:

                            Hourly Rate
                           -----------
   Stephen D. Lerner          $880
   Toby D. Merchant           $545
   Elliot M. Smith            $460
   Kristin E. Richner         $460
   Andrew M. Simon            $445

Squire Sanders has voluntarily agreed to discount the hourly rates
by 7.5% for this engagement.

Squire Sanders will also charge the Debtors for services provided
and for other expenses and disbursements incurred.

The Debtors believe Squire Sanders does not hold or represent an
interest adverse to the Debtors' estates and is a "disinterested
person," as defined in 11 U.S.C. Sec. 101(14).

                       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: Getzler to Provide CROs & Temporary Staff
---------------------------------------------------------
Flat Out Crazy, LLC, and its affiliate seek entry of an order
approving:

(i) an agreement with Getzler Henrich & Associates LLC to provide
     crisis management services and to provide William H.
     Henrich and Mark Samson to serve as the Debtors' co-chief
     restructuring officers as well as any required additional
     temporary staff;

(ii) the appointment of Messrs. Henrich and Samson as CROs.

Getzler Henrich is a firm of management and financial consultants
operating throughout the United States since 1968.  Mr. Henrich, a
Co-Chairman of Getzler Henrich, is a nationally recognized
restructuring professional with more than 25 years of financial
and operational restructuring experience.  Mr. Samson, a veteran
of more than 25 years of both crisis management and operations
experience, is a Managing Director of Getzler Henrich.

Messrs. Henrich's and Samson's roles as Co-CROs will focus
primarily on the Chapter 11 process and provide leadership at the
Company and advice and guidance to the Debtors' board of directors
in the development of the Debtors' restructuring options and
determination of the Debtors' cash requirements related thereto.

They have agreed to, among other things:

   -- assist the Debtors' management in the development of the
      Debtors' restructuring options, including the restructuring
      of its balance sheet and determination of its continuing
      operations, determination of the Debtors' cash requirements
      related thereto, and implementation of any restructuring;

   -- oversee any process for the sale of all or substantially all
      of the Debtors' assets and the resolution of claims asserted
      against the Debtors;

   -- assist with the preparation of business plans and financial
      projections and analysis of alternative operating scenarios;

   -- assess, monitor and manage operations, and recommend and
      implement the restructuring of operations as appropriate;

   -- oversee the sale process under 11 U.S.C. Sec. 363 or any
      alternative plan process; and

   -- monitor the orderly liquidation of terminated operations (if
      any).

Getzler Henrich will invoice the Debtors each week for fees,
calculated on an hourly basis and reasonable out-of-pocket
expenses incurred by the firm in connection with CRO services
rendered.  The hourly rates of the firm's personnel are:

                                     Hourly Rate
                                     -----------
    Principals/Managing Directors    $475 to $595
    Directors/Specialists            $365 to $525
    Associate Consultants            $150 to $365

The Debtors have paid to Getzler Henrich a retainer in the amount
of $100,000 to be retained until the end of the Chapter 11 cases.

The Debtors have agreed to hold harmless and indemnify Getzler
Henrich and its staff from and against any and all losses and
claims arising out of the performance of services to the Debtors.

Getzler Henrich can be reached at:

         GETZLER HENRICH & ASSOCIATES LLC
         295 Madison Avenue, 20th Floor
         New York, NY 10017
         Attn: William H. Henrich
         Tel: (212) 697-2400
         Fax: (212) 697-4812
         http://www.getzlerhenrich.com

                       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.


FLORIDA INSTITUTE: Beats Back State Order to Move 50 Patients
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Florida Institute for Neurologic Rehabilitation Inc.
won a ruling from a Florida state administrative law judge who
rescinded an agency directive to transfer 50 patients.

The report recounts that the institute filed for bankruptcy to
prevent lender Regions Bank, owed $31 million on a real estate
loan, from having a receiver appointed in state court.  The bank
said it hadn't been paid since August.  Florida directed the
company to move the 50 patients to other facilities after a
Bloomberg News story revealed a history where caregivers beat
patients and goaded them to fight each other and fondle female
employees, according to reports by state officials released to
Bloomberg.

The bank, according to the report, filed a motion for appointment
of a trustee which comes to court for a hearing on April 17.

Florida Institute for Neurologic Rehabilitation Inc. and Traumatic
Brain Education Adult Community Home Inc., sought Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 13-00102 and 13-00097) on
Jan. 4, 2012.  Craig I Kelley, Esq., at Kelley & Fulton, P.A., in
West Palm Beach, Florida, serves as counsel.  FINR estimated under
$50,000 in assets and at least $1 million in liabilities.
Traumatic Brain estimated under $50,000 in assets and up to
$500,000 in liabilities.


GIBRALTAR KENTUCKY: Plan, Conversion Hearing on Feb. 19
-------------------------------------------------------
Gibraltar Kentucky Development, LLC, could move forward with its
reorganization or end up in Chapter 7 liquidation following a
hearing on Feb. 19.

The U.S. Bankruptcy Court for the Southern District of Florida
will convene an evidentiary hearing on Feb. 19, 2013, at 9:30
a.m., to consider a bid by creditors to convert the Chapter 11
case of Gibraltar Kentucky Development, LLC, to one under Chapter
7 of the Bankruptcy Code.

As reported in the TCR on Jan. 21, 2013, creditors Guy Lindley,
Frances Lindley, Kentucky Central Energy Partners, LLC, Kentucky
Central Energy Partners, B&G Energy and Sun Kentucky Central
Energy Co. sought for the conversion, citing that:

   -- During the pendency of the bankruptcy, the Debtor has failed
      to generate sufficient income to even pay the legal fees of
      the Debtor; and

   -- The Debtor's failure to proceed forward to generate revenues
      during the pendency of the case to pay its unsecured
      creditors and equity holders demonstrates that there is no
      likelihood of rehabilitation.

At the same Feb. 19 hearing, the bankruptcy judge will consider
approval of the disclosure statement explaining Gibraltar
Kentucky's Chapter 11 plan.  Approval of the disclosure statement
would allow the Debtor to begin soliciting votes and schedule a
confirmation hearing for its bankruptcy-exit plan.

As expected, Lindley, et al., have conveyed objections.

According to the creditors, on Nov. 15, 2011, Lindley and Kentucky
Central obtained an Arbitration Award in the sum of $1,036,700.
The Arbitration Award creates a secured claim against the Debtor.

Lindley, et al., note that the Disclosure Statement, among other
things:

   1. does not list Lindley and Kentucky Central as secured
      creditors, misclassifies the secured claims, and
      impermissibly alters the creditors' secured interest;

   2. incorrectly states the equity interest of Lindley, et al.;
      and

   3. uses inaccurate figures and does not conform to creditors'
      timely-filed Proof of Claim.

                             The Plan

As reported in the Troubled Company Reporter on Oct. 17, 2012, the
Plan and Disclosure Statement, filed Sept. 21, provides for these
treatment of claims:

   1. On the Effective Date, each holder of an allowed taxing
      authority claims will receive payment in full.

   2. Allowed general unsecured claims will be paid in full plus
      interest at 1% on the Confirmation Date.

   3. No plan payments other than full retention of paid for
      membership interests will be made to the equity interest
      holders of the Debtor.

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

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GRANITE DELLS: Confirmation Proces Not Affected by CMS Stay
-----------------------------------------------------------
Cavan Management Services, LLC, a debtor-affiliate of Granite
Dells Ranch Holdings, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to approve a stipulation confirming that the
automatic stay in CMS does not apply to the confirmation process
in the bankruptcy case of debtor Granite Dells Ranch Holdings.

The stipulation was entered among Arizona Eco Development LLC, the
Ad Hoc Committee of Note Holders, the Plan Proponents, and Cavan
Management.

In the alternative, the Plan Proponents and CMS move to modify,
terminate, and annul the automatic stay in the CMS bankruptcy case
solely to allow the Chapter 11 Plans to proceed in the GDRH
bankruptcy case.

The parties believe that the Court enter an order clarifying that
the stay in the CMS does not apply to the confirmation process in
the GDRH case because, among other things:

   1. the CMS automatic stay does not apply to the GDRH Plans; and

   2. to the extent the automatic stay does apply, "cause" exists
      for nunc pro tunc stay relief.

                About Granite Dells Ranch Holdings

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

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

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

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

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

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


GREAT PLAINS: Plan Offers 50% Recovery for Unsecured Creditors
--------------------------------------------------------------
Great Plains Exploration, LLC, is hoping to exit bankruptcy with a
plan of reorganization that provides for these terms:

   1. Allowed administrative claims will be paid in full within
      twelve months of the Effective Date of the Plan.

   2. Each holder of an allowed priority claim will be paid in
      full, in cash, upon the later to occur of (a) the Effective
      Date, and (b) five business days from the date on which the
      claim is allowed.

   3. RBS Citizens, N.A., doing business as Charter One, is a
      common secured creditor of the Debtor and related debtors,
      Oz Gas LTD and John D. Oil and Gas Company, and will be paid
      as follows:

      -- the secured claim will bear interest at the rate of 2%
         per annum (payable monthly), with the entire principle
         amount to be paid in full on the fifth annual anniversary
         of the date on which a Final Order is entered determining
         the amount of the Allowed Claim of RBS.

      -- 70% of the postpetition adequate protection payments made
         by the Debtor (and related debtors) will be allocated to
         the interest accruing on the obligation of the Debtor.

      Funds received by RBS as a result of the sale of non-debtor
      collateral pledged by the Chowder Trust (in excess of
      $7,500,000) will be applied to reduce the Oz-GPE Obligation,
      as directed by the Chowder Trust.  The net proceeds (after
      sale expenses) of the sale of the Deep Rights of Oz Gas Ltd.
      will be applied to the Oz-GPE Obligation.  RBS will maintain
      its lien on the assets of the Debtor until RBS' allowed
      claim is paid in full under the Plan.

   4. The Debtor's obligations to each holder of an allowed claim
      -- a majority of the claims are held by equipment-finance
      lenders -- will be reamortized over a term which is equal to
      the remaining length of the contract between the Debtor and
      the claimant, plus 60 months, with interest to accrue at the
      contractual, nondefault interest rate.  The Debtor's
      obligations will be paid by its managing member, Richard
      Osborne.

   5. Each holder of an allowed general unsecured claims will
      receive 50% of its Allowed Claim, to be paid within 12
      months of the Effective Date.

   6. All holders of equity interests in the Debtor will retain
      their interests.

The Debtor said in the Disclosure Statement that if the case is
converted to a Chapter 7 liquidation, unsecured creditors won't be
receiving anything. The Debtor believes that the value of the
Chapter 7 estate would be just $11.2 million, which won't be
enough to pay secured claims of $22.9 million, administrative
expenses of $275,000, and priority claims of $181,000.

Copies of the Plan Summary and Disclosure Statement are available
for free at:

       http://bankrupt.com/misc/GREAT_PLAINS_plansummary.pdf
           http://bankrupt.com/misc/GREAT_PLAINS_ds.pdf

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GROUP 1 AUTOMOTIVE: Moody's Says UAB Acquisition Credit Positive
----------------------------------------------------------------
In a comment published on Jan. 28, 2013, Moody's Investors Service
stated that Group 1 Automotive, Inc.'s January 24, 2013
announcement that it planned to acquire Brazilian auto dealer UAB
Motors Participacoes S.A. ("UAB"; not rated by Moody's) for total
consideration of around $200 million was a credit positive, and
would have no immediate ratings impact.

"This proposed acquisition gives Group 1 a significant foothold in
the growing Brazilian auto retail market, and as such we believe
it is a positive for the company", stated Moody's Senior Analyst
Charlie O'Shea. "UAB consists of 18 stores representing 21
franchises -- two Toyota, four Nissan, two BMW, two BMW/MINI,
three Renault, three Peugeot, one Land Rover and one Land
Rover/Jaguar - and 5 collision centers with estimated annual
revenues of around $650 million. The proposed consideration of
approximately $200 million is split between cash, stock, and non-
floorplan debt assumption, and will have little initial impact on
credit metrics. While Brazil represents a new market for Group 1,
it is important to note that UAB's management team will remain in
place, which serves as a risk mitigant."

The Ba2 rating considers Group 1's improved credit metrics, as
well as its strong market position in the still very fragmented
auto retailing segment. The rating also considers Group 1's
historically-favorable brand mix, with 83% of new vehicle sales
coming from luxury and import brands, with approximately 35% of
this Toyota, and its operating profit trend away from new vehicle
sales. Group 1's business model, with solid parts and service and
finance and insurance segments, and improving used car retail
sales, reduces reliance on new car sales. Finally, Group 1 is
moderately diverse geographically, with stores in more than a
dozen U.S. states and the United Kingdom, as well as pending in
Brazil.

The stable outlook reflects Moody's belief that Group 1 will
continue to manage its cost structure such that its operating
performance remains resilient even in the event of a downturn and
credit metrics remain largely in balance.

The principal methodology utilized in rating Group 1 was the
Global Auto Retailer Methodology published in December 2009. Other
methodologies that may have been utilized may be found under the
ratings tab on Moodys.com.

Group 1 Automotive, headquartered in Houston, TX, is a leading
auto retailer with 159 franchises, and annual revenues approaching
$7 billion.


GULF COLORADO: Trustee Has Interim OK for Cox Smith as Counsel
--------------------------------------------------------------
The Bankruptcy Court has approved on an interim basis the request
Ronald Hornberger, the Chapter 11 Trustee for the bankruptcy
estate of Gulf, Colorado & San Saba Railway Corporation, to employ
Cox Smith Matthews Incorporated as counsel for the Chapter 11
Trustee, effective as of Dec. 12, 2012.

The professional services to be provided to the Trustee and the
estate by the firm will include, without limitation:

  (a) to advise and consult with the Trustee concerning legal
      questions regarding all aspects of the bankruptcy case,
      including issues regarding administering and liquidating the
      bankruptcy estate's assets, sale or lease of such assets,
      claims and objections to claims, and any appropriate
      litigation including avoidance actions or affirmative claims
      of the estate against third parties (in both the bankruptcy
      court and other necessary judicial forums);

  (b) to prepare on behalf of the Trustee necessary applications,
      answers, complaints, motions, objections, responses, orders,
      reports, and any other pleadings and court filings deemed
      necessary by the Trustee; and

  (c) to assist the Trustee in preserving and protecting the
      assets of the bankruptcy estate for distribution to
      creditors and other stakeholders, contacting such parties
      and potentially negotiating with relevant creditors and
      parties-in-interest.

The primary attorneys and legal assistants within the firm who
will represent the Trustee and their current hourly rates are:

     Patrick L. Huffstickler, Shareholder     $450
     Thomas Rice, Shareholder                 $395
     Meghan E. Bishop, Associate              $330
     Allison C. Seifert, Legal Assistant      $160

The Trustee believes the firm does not hold or represent an
interest adverse to the estate and the firm and the firm's
attorneys are disinterested persons under 11 U.S.C. Sec. 101(14).

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.


HAWKER BEECHCRAFT: Gets Okay to End Jet Aircraft Warranties
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge wrote a decision Jan. 28
explaining why Hawker Beechcraft Inc. will be allowed to terminate
warranty coverage for private jet aircraft the company will stop
making.

When Hawker failed to agree with China's Superior Aviation Beijing
Co. for a sale of the entire company, the decision was made to
halt manufacturing and development of private jets.  Hawker went
to bankruptcy court asking the judge to allow the rejection of
warranties and customer support agreements on 232 Hawker 4000 and
Premier I and IA private jets.  Some aircraft owners objected to
rejection of the warranty agreements, contending they weren't
executory contracts.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
wrote a 32-page opinion explaining why Hawker is entitled to
terminate most warranty coverage.  Judge Bernstein said, "The
current dispute fulfills the prophecy that the time expended in
searching for executoriness can be spent more fruitfully doing
almost anything else."  The judge went on to explain that
rejecting a contract is the equivalent of a court-authorized
breach of contract giving rise to a pre-bankruptcy claim. If it's
not an executor contract, then the owner has a pre-bankruptcy
claim anyway.

Judge Bernstein concluded that most of the warranty agreements are
executory contracts that can be rejected.  There are a few
agreements where there must be further hearings, Judge Bernstein
said.

Hawker said last year that purchasers of non-jet aircraft have
nothing to fear because the company "eventually" will agree to
honor those warranties.

Owners of Hawker jets will continue having warranty coverage for
engines and avionics, because those warranties are supplied by the
manufacturers of the components, the company said.

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%.


HOSTESS BRANDS: Bread Business Auction Set for Feb. 28
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. will hold an auction on Feb. 28
to learn if the $390 million bid from Flowers Foods Inc. is the
best offer for most of the bread business.  A company lawyer said
in court that the baker of Wonder bread expects an offer this week
for the Drakes cake business.

At a hearing Jan. 25 to approve auction and sale procedures, the
U.S. Bankruptcy Judge in White Plains, New York, set up a March 5
hearing to approve the sale.  Hostess and Flowers bent to
objection from the creditors' committee and agreed to reduce the
breakup fee to 3% from 3.5%.  Flowers will earn the $11.7 million
fee if outbid at auction.

Flowers, based in Thomasville, Georgia, is offering to buy 20
bread plants, 38 depots and brand names. It already has 44
bakeries generating $3 billion a year in sales, the company said.

                       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: Nears Deal With Apollo, Metropoulos on Twinkies
---------------------------------------------------------------
The Wall Street Journal's Mike Spector and Dow Jones Newswires'
Rachel Feintzeig report that people familiar with the discussions
said Hostess Brands Inc. is nearing a deal to sell its Twinkie,
Dolly Madison, and other cake brands, to private-equity firms
Apollo Global Management LLC and C. Dean Metropoulos & Co. for
more than $400 million.  According to the report, one person
cautioned a deal might not be disclosed until later this week, but
the parties were putting finishing touches on the agreement
Tuesday.  The report relates a deal would serve as the opening bid
in a coming bankruptcy-court auction for the assets.  The deal
also includes several factories.

The report says Hurst Capital, a fledgling private-equity firm run
by 26-year-old twins, also vied for Hostess's cake brands, but
appears to have fallen short of securing the stalking horse bid.

According to the report, Apollo, co-founded by Leon Black, and
Metropoulos, owner of the Pabst Blue Ribbon beer brand, have been
looking to partner on a deal for some time. Metropoulos is known
for investing in food brands, including Vlasic pickles, Lender's
bagels and Mrs. Butterworth's syrups.  The report also notes
Apollo owns a majority stake in Sprouts Farmers Market, which has
about 150 natural-food stores in the western U.S., and last year
sold Smart & Final Inc., a chain of about 250 warehouse stores, to
fellow private-equity firm Ares Management LLC. in deal valued at
$975 million.

The report also relates Flowers Foods Inc., the Thomasville, Ga.-
based 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.  It is offering $30 million for Hostess's Beefsteak rye
brand.  A judge Friday cleared Hostess to place those bread assets
on the auction block on Feb. 28.

As reported by the Troubled Company Reporter, Hostess on Jan. 28
disclosed it 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, Collegedale, Tenn.-based
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., a Portland, Ore., company also known as Franz Family Bakery,
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.

                       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: Seeks End to Sparring with Unions over Sales
------------------------------------------------------------
Phil Milford and Dawn McCarty, writing for Bloomberg News,
reported that Hostess Brands Inc., the bankrupt maker of Twinkies
and Wonder Bread, asked a judge to set March 21 as the cutoff date
for workers to file back-pay claims and said it has no obligation
to bargain with its former unions.

Hostess, previously subject to 372 collective-bargaining
agreements, said in court papers filed in U.S. Bankruptcy Court in
White Plains, New York, that it now has "no continuing duty to
bargain with" unions objecting to sale procedures. The company
said its staff has been reduced to 255 people, including 20 union
members.

Hostess, according to Bloomberg, is trying to deal with post-
bankruptcy claims for unpaid wages, leave, shift differentials and
severance requests.  Hostess said it was pushed into liquidation
when its bakers' union went on strike Nov. 9 after a judge imposed
contract concessions opposed by 92 percent of the union's members.

Company officials "are amenable to any process that would promote
the efficient and fair resolution of claims," Corinne Ball, a
lawyer for Hostess, said in the filing, which includes copies of a
claims form workers or their union representatives must submit,
the report related.

The Hostess creditors' committee supports the sale of bread assets
for a total of about $390 million although the committee objects
to a 3.5 percent breakup fee, or $13.65 million, which it said is
too much in return for agreements by Flowers Foods Inc. (FLO) to
make the opening bids, the report added.

Company lawyers, Bloomberg noted, said the deal-termination fee is
"well within the range of breakup fees proposed in similar
transactions and is reasonable under the circumstances."

Flowers is offering to buy 20 bread plants, 38 depots and other
assets for $355 million, which may be increased to $360 million if
certain license rights are included in the sale, Bloomberg said.
Flowers also agreed to purchase the Beefsteak bread brand for $30
million.

                      About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: IBT Extends Wind-Down Deal to May 1
---------------------------------------------------
Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to approve a stipulation with
the International Brotherhood of Teamsters relating to IBT-
represented employees providing work during the Debtors' wind-down
pursuant to 11 U.S.C. Sec. 1113(e).

After a hearing on Nov. 21, 2012, the Court entered an order
authorizing the Debtors to modify the obligations set forth in
their collective bargaining agreements for individuals employed by
the Debtors during the wind-down until the earlier of (a) the date
that the Debtors reached a consensual agreement with their unions
to modify their collective bargaining agreements or (b) Jan. 20,
2013.

In this relation, the Debtors and the IBT agreed to extend the
duration of the relief granted until Jan. 25.  The Debtors and the
IBT have agreed to further extend the duration of the relief
granted in the order as set forth in the stipulation and agreed
order.

The stipulation and agreed order provides that, among other
things:

   1. all IBT-represented remaining employees will continue to
      receive compensation at the same levels at which the
      employees have received compensation during the Winddown;

   2. the relief set forth in the 1113(e) order with respect to
      the IBT-represented remaining employees will continue until
      the earlier of (i) May 1, 2013, and (ii) the date on which
      no IBT-represented remaining employees are employed by the
      Debtors; and

   3. any modification, alteration or amendment of the stipulation
      and agreed order in whole or in part will be subject to
      further approval of the Court.

                       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.


HUBBARD RADIO: Moody's Raises Corp. Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service upgraded Hubbard Radio, LLC's Corporate
Family Rating (CFR) to B1 from B2. The upgrade reflects the
company's good performance in its radio markets and improved
credit metrics. The company is raising an incremental $140 million
1st lien term loan and proceeds will be used to take out all of
the 2nd lien term loan. Moody's downgraded the ratings on the
company's existing 1st lien senior secured revolver due 2016 and
the amended 1st lien senior secured term loan due 2017 each to B1
from Ba3. The downgrades reflect the elimination of cushion
provided by the 2nd lien term loan. Moody's also affirmed the B2-
PD Probability-of-Default Rating (PDR) and SGL -- 2 Speculative
Grade Liquidity (SGL) Rating. The rating outlook remains stable.

Upgrades:

  Issuer: Hubbard Radio, LLC

    Corporate Family Rating: Upgraded to B1 from B2

Downgrades:

  Issuer: Hubbard Radio, LLC

    $10 million 1st Lien Senior Secured Revolver due 2016:
    Downgraded to B1, LGD3 -- 31% from Ba3, LGD3 -- 32%

    1st Lien Senior Secured Term Loan due 2017 ($358 million
    outstanding post closing): Downgraded to B1, LGD3 -- 31% from
    Ba3, LGD3 -- 32%

Affirmations:

  Issuer: Hubbard Radio, LLC

    Probability-of-Default Rating: Affirmed B2-PD

    Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Outlook Actions:

  Issuer: Hubbard Radio, LLC

Outlook is Stable

To be withdrawn upon closing of the transaction:

  Issuer: Hubbard Radio, LLC

     2nd Lien Senior Secured Second Lien Term Loan due 2018 ($140
     million outstanding): Caa1, LGD5 -- 85%

Summary Rating Rationale

Hubbard's B1 corporate family rating reflects moderately high
debt-to-EBITDA of 4.7x estimated for FYE2012 (including Moody's
standard adjustments), leading rankings in their top 30 markets,
the mature and cyclical nature of radio advertising demand, as
well as revenue concentration in two markets. Since initial
funding in April 2011, the company has performed just ahead of its
operating plan. Hubbard has been consistent in achieving good
operating performance resulting in EBITDA growth and reduction of
debt balances by $52 million supporting the improvement in debt-
to-EBITDA to under 5.0x from its initial 5.6x. The company has
maintained leading rankings in each of its markets which supports
good EBITDA margins of 40% or more. Ratings incorporate ongoing
media fragmentation and the cyclical nature of radio advertising
demand evidenced by the revenue declines suffered by radio
broadcasters during the recent recession and the sluggish growth
following the downturn. Ratings are constrained by revenue
concentration with two stations accounting for 47% of revenues.
The company's leading brands have withstood heightened competition
from large radio broadcasters, especially in Washington, D.C. and
Chicago, but continued competitive pressure could negatively
impact station profitability beyond the near term. The proposed
refinancing eliminates the high coupon 2nd lien term facility
contributing to a 30% decrease in cash interest payments and
improved EBITDA coverage of interest expense to 4x. Looking
forward, Moody's expects revenues to grow in the low single digit
range resulting in further improvement of debt-to-EBITDA ratios to
4.4x or better (including Moody's standard adjustments) over the
next 12-18 months and good free cash flow generation of more than
$40 million (or 10% of debt balances). Despite the potential for
up to $15 million in dividends to be funded over the next 12
months, Moody's believes that management will continue to reduce
debt balances gaining operational and financial flexibility.
Liquidity is good and supplemented by a minimum $10 million of
balance sheet cash and an undrawn $10 million revolver.

The stable outlook reflects Moody's view that Hubbard will
continue to grow core advertising revenues over the next 12 months
with stations in key markets, Chicago and Washington, D.C.,
remaining leaders in their formats. The outlook also incorporates
Moody's expectation for the company to maintain debt-to-EBITDA
ratios below 5.0x (including Moody's standard adjustments) with
good liquidity including free cash flow-to-debt ratios of more
than 10% over the next 12-18 months with potential dividends to be
paid from excess cash. Ratings could be downgraded if the company
is unable to grow core revenues due to weak advertising demand in
one or more of Hubbard's key markets or due to increased
competition resulting in the loss of lead rankings or EBITDA
margin erosion. A downgrade could also be considered if debt
financed acquisitions, dividends or weak performance were to
result in debt-to-EBITDA ratios being sustained above 5.0x or if
liquidity deteriorates. Lack of scale and significant revenue
concentration limit upward momentum; however, ratings could be
upgraded if the company continues to use free cash flow to reduce
debt balances resulting in debt-to-EBITDA ratios being sustained
comfortably below 3.25x with free cash flow-to-debt ratios
remaining above 15%; liquidity would also need to be good.

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

Formed in 2011, Hubbard Radio, LLC is a family controlled, and
privately held media company that owns and operates 14 radio
stations in five top 30 markets, including Chicago, Washington,
D.C., Minneapolis/St. Paul, St. Louis, and Cincinnati.
Headquartered in St. Paul, MN, the company is affiliated with
Hubbard Broadcasting Inc., a television and radio broadcasting
company that was started in 1923. Net revenues for 12 months
ending December 2012 are estimated to be approximately $183
million.


HUBBARD RADIO: S&P Lifts CCR to 'B+', Rates $358MM Debt 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating to 'B+' from 'B' on Minneapolis/St. Paul, Minnesota-based
radio broadcaster Hubbard Radio LLC.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $358 million senior secured first-lien credit
facilities, with a recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

The rating on Hubbard's existing first-lien credit facilities
remains unchanged at 'B+', but S&P has revised the recovery rating
to '3' from '2', indicating its expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.

S&P is also raising its issue-level rating to 'B-' from 'CCC+' on
the company's existing second-lien debt.  The recovery rating on
the second-lien debt remains unchanged at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.  S&P will withdraw the ratings on the second-lien
term loan once it is repaid.

"The rating on Hubbard Radio LLC reflects Standard & Poor's
Ratings Services' view that the company's leverage will continue
to moderate and remain less than 5x during the intermediate term,"
said Standard & Poor's credit analyst Jeanne Shoesmith.

"As a result, we view Hubbard's financial risk profile as
"aggressive" (per our criteria).  Although we anticipate that
radio advertising will remain weak, Hubbard's leverage should
continue to moderate beyond 2013 because of mandatory debt
repayments.  We consider the company's business risk "weak"
because of risks related the migration of radio advertising
online, Hubbard's small station portfolio, and its revenue
concentration in Chicago and Washington, D.C.  We view the
company's management and governance as "fair." the company's chair
and the chair's relatives hold a majority of the company's voting
power.  However, we are not aware of any material deficiencies in
the company's internal controls or risk management," S&P said.

Hubbard operates 14 radio stations in five top-30 markets ranked
from No. 3 (Chicago) to No. 29 (Cincinnati) -- a relatively small
portfolio.  About two-thirds of Hubbard's revenue comes from
Chicago and Washington, making Hubbard heavily dependent on the
health of those markets and its performance there.  S&P's
assessment of Hubbard's business risk profile as weak also stems
from the industry's exposure to competition from alternative
media, risks to ad rate integrity, and obstacles to significant
growth in digital contribution (currently only about 8% of
Hubbard's revenue).  The company's high EBITDA margin, supported
by its strong station ratings in Chicago and Washington, does not
offset these risks.


INC RESEARCH: Debt Amendment No Impact on Moody's 'B3' CFR
----------------------------------------------------------
Moody's Investors Service commented that INC Research, LLC's
proposed amendment to the senior secured credit facility has no
impact on the company's B3 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 will improve liquidity by providing the company
with additional headroom under the secured leverage ratio covenant
requirements.

INC Research, LLC , is a leading global contract research
organization, providing outsourced contract research for
pharmaceutical and biotechnology companies. INC's main area of
focus is late-stage clinical trials. The company is privately held
by Avista Capital Partners and Ontario Teachers' Pension Plan. INC
Research acquired Kendle International in July 2011 for
approximately $377 million. Net service revenues for the twelve
months ended September 30, 2012 approximated $572 million.


INTERSTATE PROPERTIES: ANICO Wants Shopping Center's Cash
---------------------------------------------------------
American National Insurance Company asks the Bankruptcy Court to
prohibit Interstate Properties, LLC from using its cash collateral
and order the Debtor to account for and to turnover all of the
cash collateral.

ANICO also requests the Court to require the Debtor, among others,
to tender to it a sum sufficient to cover any ANICO cash
collateral which the Debtor has previously disposed of, if any,
and to authorize ANICO to notify the Debtor's tenants at Debtor's
Elkview, West Virginia shopping center, also known as The Crossing
Shopping Center, to make all present and future rent payment
directly to it, or alternatively, to order the Debtor to make
monthly protection payments to it in the amount of $72,500 monthly
during the pendency of the cases.

ANICO asserts that it holds a valid lien in The Crossings Shopping
Center and all or substantially all of the Debtor's personal
property used in operating of shopping center, to secure a loan
which as of the Petition Date, totals $14.2 million, excluding any
accruing post-petition interest or fees.

ANICO points out that the Debtor has not requested any order from
this Court permitting the use of any cash collateral from the
Shopping Center.

According to ANICO, the Debtor has made no effort to show that it
has ability to protect ANICO's in the ANICO cash collateral, and
has also failed to timely pay its real estate taxes for some time.

                    About Interstate Properties

Interstate Properties, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.
George M. Geeslin, Esq., who has an office in Atlanta, Georgia,
serves as the Debtor's bankruptcy counsel.  In its amended
schedules, the Debtor disclosed $73,002,403 in total assets and
$62,264,480 in total liabilities.

Debtor owns and operates, among others, two shopping centers, one
located in Elkview, West Virginia, and one located in Decatur,
Georgia.


INTERSTATE PROPERTIES: Taps O'Neal & Associates as Accountant
-------------------------------------------------------------
Interstate Properties LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ O'Neal &
Associates P.C., C.P.A., as its accountant to review the books and
records of the Debtor, and to analyze and verify accounts with
regard to the Debtor's assets, liabilities, financial affairs and
financial obligations.

The Debtor said the firm will perform monthly and annual
accounting services for the period December 2012 through June 30,
2013.

The firm's staff hourly rates vary from $40 to $260 per hour
depending on the staff providing the services.  A summary of the
firm's staff and their billing rates:

   Ed O'Neal, CPA                    $260
   Jessica L. McCoy, CPA             $150
   Carole B. Choomack, Certified     $85
    QB ProAdvisor
   Amy L. Third, Certified QB        $85
    ProAdvisor
   Constance P. Shaffer, Bookkeeper  $70
   Administrator                     $40

The firm attests it is a "disinterested person" within the meaning
of Sec. 101(14) of the Bankruptcy Code.

Interstate Properties, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.
George M. Geeslin, Esq., in Atlanta, Georgia, serves as the
Debtor's bankruptcy counsel.

The Debtor amended schedules of assets and liabilities, disclosing
$73,002,403 in assets and $62,264,480 in liabilities.  The Debtor
initially disclosed $24,502,404 in total assets and $26,834,876 in
total liabilities as of the Petition Date.


INTERSTATE PROPERTIES: Hiring Freisem Macon as Special Counsel
--------------------------------------------------------------
Interstate Properties LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ Freisem,
Macon, Swann and Malone LLP as its special counsel with respect to
the continued prosecution of a pre-petition lawsuit for damages
relating to shopping center in Decatur, Georgia, against Lithia
Springs Holdings LLC, the original tenant's successor, and
Delhaize the Lion America LLC and Supervalue Inc., guarantors of a
lease.

The firm has agreed to be paid for its services on an hourly
billing basis.  Cy Malone, Esq. -- cmalone@fmsmlaw.com -- a
partner at the firm, charges $325 per hour.  As of Dec. 4, 2012,
the firm is owed $47,002 in fees and expenses.

The firm attests it is a "disinterested person" within the meaning
of Sec. 101(14) of the Bankruptcy Code.

Interstate Properties, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.
George M. Geeslin, Esq., in Atlanta, Georgia, serves as the
Debtor's bankruptcy counsel.

The Debtor amended schedules of assets and liabilities, disclosing
$73,002,403 in assets and $62,264,480 in liabilities.  The Debtor
initially disclosed $24,502,404 in total assets and $26,834,876 in
total liabilities as of the Petition Date.


JEFFERSON COUNTY, AL: Can Withhold Sewer Consultant Documents
-------------------------------------------------------------
Kent Faulk (kfaulk@al.com), writing for Al.com, reported that
Judge Thomas Bennett has ruled that Jefferson County sewer
bondholders can't have access to certain documents created by two
consultants or question them about that work or their
communications with county attorneys and commissioners in a
commission executive session prior to a vote to raise sewer rates.

The issue, however, was left in the open on whether officials with
a consulting firm, CH2M Hill, would have to answer certain
questions about their work for the county if called upon to
testify at an upcoming bankruptcy court trial, the report said,
noting that the judge said he would rule on the matter at the
trial if that firm was brought in by the county as a rebuttal
witness.

The report related that the trustee for the bondholders, Bank of
New York Mellon, had asked for access to the records from county
sewer consultants CH2M Hill, Eric Rothstein, and Stephanie Yates,
to prepare for an upcoming Jan. 30 trial before Bennett.  The
trial is being held for Bennett to weigh requests by several major
sewer creditors to lift the automatic stay in Jefferson County's
bankruptcy case so they can go back to state court to seek a hike
in sewer rates that's higher than the commission had approved.
Generally an automatic stay in bankruptcy court stalls all legal
proceedings against the bankrupt party while the case is pending.

The report pointed out that since the day the county filed for
bankruptcy, it has faced lawsuits, or the threat of lawsuits,
regarding the issue of setting new rates, both from creditors who
say the rates are too low and citizens who say the rates are too
high.

The report also noted that Judge Bennett has also ruled in a
separate hearing that under Alabama law county commissioners did
not have to testify at the Jan. 30 trial as to their justification
or reasons why they voted on the rate they chose.

Judge Bennett did not yet rule on a motion by Bank of New York
Mellon for summary judgment in its favor in a related case about
three sewer funds totaling $90 million and who has control of
them.  One of the funds, which has been used by the county for
sewer capital expenses, is quickly being depleted. It has dropped
from $57 million to $27 million since the bankruptcy was filed,
county bankruptcy attorney Robert Pfister told Bennett.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JG WENTWORTH: S&P Rates Proposed $425MM Sr. Secured Term Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating (the same as the issuer credit rating on J.G.
Wentworth LLC) to Orchard Acquisition Co. LLC's proposed senior
secured term loan of up to $425 million.  J.G. Wentworth LLC is
guaranteeing the term loan.  At the same time, S&P affirmed the
'B' issuer credit rating on J.G. Wentworth.  The outlook remains
stable.

"The issuer credit rating on J.G. Wentworth LLC reflects our
assessment of the narrow scope of its business activities, highly
leveraged balance sheet, and business model that depends on
continuously replenishing asset origination and the subsequent
access to refinancing," said Standard & Poor's credit analyst
Tom Connell.  "Wentworth's leading market position somewhat
offsets these risks."

The company operates on a thinly capitalized basis, taking into
account securitization debt and other credit facilities.  Over the
past year, it has managed to strengthen its capitalization through
internal capital generation.  Wentworth's transactional business
model suggests weak earnings quality that depends on ongoing
originations and satisfactory refinancing conditions and remains
subject to competitive and regulatory pressures.  S&P expects that
the combination of increased term debt and planned special
dividend will result in negative tangible common equity,
constraining S&P's view of the company's financial position.
However, S&P expects that the company will generate consistent
profitability and EBITDA, maintain EBITDA coverage of term debt
interest of at least 3x, and maintain term debt of less than 4x
EBITDA.

The 'B' issue-level rating on the new term loan due in 2018
reflects S&P's view of the company's encumbered balance sheet,
which, in turn, reflects the high level of security committed to
securitization, the warehouse funding indebtedness, and the
variable quantities of security available for the term debt
holders' benefit.  The debt is a direct obligation of Orchard
Acquisition Co. LLC, which is a wholly owned subsidiary of
Wentworth.  Wentworth and certain other group subsidiaries provide
irrevocable and unconditional guarantees for the term debt.  A
pledge of the company's equity interests in designated
subsidiaries secures the term loan.

The rating outlook is stable.  "We could raise the rating if
Wentworth further mitigates receivables funding risk and continues
to strengthen its capital structure, or if it is able to achieve
greater revenue diversity without assuming undue incremental
risk," said Mr. Connell.  "We would consider lowering the rating
if competition leads to erosion of margins, if the company has
difficulty accessing refinancing for a sustained period of time,
or if EBITDA coverage of term debt rises above 4x."


JOURNAL REGISTER: Has Deal with Unsec. Creditors, PBGC on Sale
--------------------------------------------------------------
Journal Register Company, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to approve an agreement with
that addresses certain concerns of unsecured creditors and the
Pension Benefit Guaranty Corp. in connection with the sale of the
Debtors' assets.

As reported in the TCR on Jan. 14, 2013, the Hon. Stuart M.
Bernstein approved the bidding procedures for the sale of
substantially all of the Debtors' assets.  The Court also
determined the stalking horse bid of 21st CMH Acquisition Co. is a
qualified bid, and 21st CMH will have the right to credit bid all
or part of its prepetition secured claims at the auction.  If, as
of the bid deadline, the only qualified bid received by the
Debtors is the Stalking horse bid, the debtors will not conduct
the auction and will instead seek approval of the stalking horse
bid at the sale hearing.

Following negotiations, the Debtors, the purchaser, the Official
Committee of Unsecured Creditors and certain of its members,
including the Pension Benefit Guaranty Corporation and the
Communications Workers of America entered a stipulation that
provides for certain modifications to the agreement, including but
not limited to:

    (i) increasing the wind-down cash component of the purchase
        price to $6 million,

   (ii) adding the 2007 Tax Refund as an Excluded Asset,

  (iii) waiving purchaser's deficiency claim, if any, and

   (iv) waiving certain causes of action arising under Chapter 5
        of the Bankruptcy Code.

Specifically, the parties agree that:

   1. The Committee agrees to support approval of (i) the
purchaser's bid as a Qualified Bid, (ii) the revised proposed
Bidding Procedures Order, and (iii) the proposed Sale to the
purchaser on the terms set forth in the Stalking Horse Bid;
provided, however, that (a) nothing in the stipulation and order
will preclude the Committee from supporting a higher or better
offer for the Acquired Assets that may be received by the Debtors
at or prior to the auction, and (b) the Committee's rights to
object to or raise any issues in connection with (1) any bid other
than the Stalking Horse Bid or (2) the Stalking Horse Bid in the
event it materially changes in a manner adverse to the Debtors'
estates, are fully preserved.

   2. The parties agree that the value set aside for the Debtors'
estates and general unsecured creditors under the Stalking Horse
Bid (including but not limited to the Winddown Cash and the 2007
Tax Refund) must be part of any and all competing bids or
alternative transactions which may be submitted to the Debtors at
or prior to the auction, including any further bid by the
purchaser.  Accordingly, the Bidding Procedures have been revised
to provide that any Qualified Bid must include value to the
Debtors' estates and general unsecured creditors as part of the
Purchase Price at least equal to the value of the Winddown
Cash and the 2007 Tax Refund in a form acceptable to the
Committee.

   3. If purchaser is not the prevailing bidder, the liens
securing the Prepetition Term Loan A Obligations and the
Prepetition Term Loan B Obligations will attach to the proceeds of
the sale except with respect to (a) consideration equal to the
value of the Winddown Cash and the 2007 Tax Refund and (b) in the
event that the proceeds of the Sale exceed the aggregate amount of
Obligations under the DIP Credit Agreement, the Prepetition Term
Loan A Obligations and the Prepetition Term Loan B Obligations,
any Sale proceeds in excess of such amount.  If Purchaser is not
the prevailing bidder, after payment of the Obligations under the
DIP Credit Agreement, upon payment of any proceeds of the Sale,
other than the Excluded Proceeds to purchaser, purchaser waives
its right to receive a distribution on account of any unsecured
deficiency claim and waives any right to receive any portion of
the Excluded Proceeds on account of its secured or other claims.

   4. The Committee agrees not to file any Objection arising out
of or relating to the Prepetition Term Loan A Obligations or
the Prepetition Term Loan B Obligations or against the Term A Loan
Agent, the Term A Loan Lenders, the Term B Loan Agent or the Term
B Loan Lenders.  The Committee agrees not to commence any action,
or pursue any claim, against the Term A Loan Agent, the Term A
Loan Lenders, et al.

   5. The plan of reorganization for the Debtors will include a
release of the parties to the extent permitted under applicable
law and approved by the Bankruptcy Court but only with respect to
potential claims and causes of action that are not being assigned
to Purchaser under the Agreement.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


LA JOLLA: First Patient Treated in Clinical Trial of GCS-100
------------------------------------------------------------
La Jolla Pharmaceutical Company has administered the first dose
for its Phase 1/2 clinical trial of GCS-100 in patients with
chronic kidney disease.  The study is an open-label, multi-center
test of GCS-100 in patients with Stage 3b and 4 CKD.

The first patient was treated by Pablo Pergola, M.D., Ph.D.,
Director of the Clinical Advancement Center at Renal Associates,
P.A.  "It is an honor to be working with La Jolla as they pioneer
the development of GCS-100 in CKD.  Having worked in the field of
nephrology for over 20 years, I am always excited to see the
possibility of a new treatment for my patients who suffer from
this disease," said Dr. Pergola.

In addition to Dr. Pergola, other leading nephrology experts have
joined the La Jolla study including Geoffrey Block, M.D., CCRI,
Director of Clinical Research at Denver Nephrology, P.C.,
Bhupinder Singh, M.D., FASN, Medical Director at Southwest Kidney
Institute, PLC and George Fadda, M.D., FACP, President of
California Institute of Renal Research.

The primary objectives of the study include evaluating the safety
of a single dose (Part A) and repeat doses (Part B) of GCS-100.
Secondary study objectives include evaluating galectin-3 serum
levels, renal function and other markers of disease activity in
CKD.  The study is open to patients at least 18 years of age with
moderately severe to severe renal impairment.  While not currently
anticipated, the study design may be amended from time-to-time to
comply with requests from the FDA, the governing Institutional
Review Board, study investigators or at the discretion of the
Company.

"We are very pleased with the quick progress made to start the
phase 1 portion of the trial.  We hope to see safety data the
first half of this year and a streamlined path to the extended
dosing part of the study," said George Tidmarsh, M.D., Ph.D.,
president and chief executive officer of La Jolla.

                    About Chronic Kidney Disease

Chronic kidney disease currently affects 14% of Americans or
approximately 49 million people.  The United States Renal Data
System, 2012 Annual Data Report, states that in 2010, costs for
CKD reached $41 billion for Medicare alone.  Overall per person
per year costs for CKD were estimated at $22,323 for Medicare
patients of age 65 and older and $13,395 for patients of age 50-
64.  Patients with CKD may progress to end-stage renal disease.
According to the National Institute of Diabetes and Digestive and
Kidney Diseases as of 2008, there were 547,982 individuals in the
US under treatment for ESRD and 88,630 deaths per year from ESRD.

                           About GCS-100

GCS-100 is a complex polysaccharide that has the ability to bind
to and block the effects of galectin-3.  Galectin-3 is a soluble
protein, over-expression of which has been implicated in a number
of human diseases including cancer and chronic organ failure.  The
unique ability of GCS-100 to bind and sequester galectin-3 makes
it an ideal candidate to prevent and treat diseases in which
galectin-3 plays an important role.

                About La Jolla Pharmaceutical Company

La Jolla Pharmaceutical Company is a biopharmaceutical company
dedicated to the development of medical treatments that
significantly improve outcomes in patients with life-threatening
diseases. GCS-100, the Company's lead product candidate, is a
first-in-class inhibitor of galectin-3, a novel molecular target
implicated in chronic organ failure and cancer. For more
information on the Company please visit http://www.ljpc.com.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LEHMAN BROTHERS: $33.7 Billion in Claims Traded in 2012
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. and its brokerage
subsidiary accounted for $33.7 billion or 81.8% of the
$41.2 billion in claims reported to bankruptcy courts as being
traded in 2012.

Lehman trading dwarfed MF Global Inc. and AMR Corp., which
captured second and third places, according to data compiled from
court records by SecondMarket Inc.

Lehman claim trading has been tapering off since the first
distribution was made in March under the confirmed Chapter 11
plan.  SecondMarket expects claim trading to decline in 2013
"without significant increases in tradable case filings in the
early portion of the year."

MF Global claim trades, totaling $4.95 billion, represented
14.5% of the Lehman total.  For AMR, the $1.03 billion were a
scant 0.4% of Lehman's.

In number of trades, Lehman's 11,573 were 62.1% of the total
18,632 trades, according to SecondMarket.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFECARE HOLDINGS: Section 341(a) Meeting Continued Until Feb. 11
-----------------------------------------------------------------
The U.S. Trustee for Region 3 has continued until Feb. 11, 2013,
at 2 p.m., the meeting of creditors in the Chapter 11 cases of LCI
Holding Company, Inc., et al.  The meeting will be held at J.
Caleb Boggs Federal Building, 844 King St., Room 5209, Wilmington,
Delaware.

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.

                     About LifeCare Hospitals

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

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

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

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

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

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


LNR PROPERTY: Moody's Affirms 'Ba2' CFR; Outlook Developing
-----------------------------------------------------------
Moody's Investors Service affirmed LNR Property LLC's corporate
family and senior secured bank credit facility ratings at Ba2 and
revised the outlook to developing, from stable. This rating action
follows the announcement on January 24th that Starwood Property
Trust and Starwood Capital Group ("Starwood") agreed to acquire
100% of the outstanding units of LNR for $1.05 billion in cash.

The following ratings were affirmed with a developing outlook:

LNR Property LLC -- corporate family rating at Ba2; senior secured
credit facility at Ba2.

Ratings Rationale

LNR's acquisition by Starwood is expected to close by the second
quarter of 2013. The facility had an outstanding balance of $284
million at the end of 3Q12. The credit facility includes a $40
million revolver due April 2014 and a $325 million first-lien term
loan due April 2016.

Moody's will monitor the progress and consummation of the proposed
acquisition, the ultimate capital structure, and the resulting
corporate and legal structure. The developing outlook also
reflects Moody's expectation that at the close of the proposed
transaction with Starwood, LNR's senior secured credit facility
will be paid off in full. At such time, the company's Ba2
corporate family and credit facility ratings would be withdrawn.

Moody's last rating action with respect to LNR Property LLC was on
May 5, 2011 when Moody's upgraded LNR's corporate family rating to
Ba2 from B2 following its successful refinancing of its senior
secured bank credit facility and affirmed the Ba2 rating of its
new $365 million senior secured bank credit facility. The rating
outlook is stable.

LNR Property LLC is a real estate investment and management
company headquartered in Miami Beach, Florida, USA.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


LODGENET INTERACTIVE: Arranges $15-Mil. DIP Loan With Gleacher
--------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates seek approval
from the Bankruptcy Court to obtain $15 million of financing from
certain prepetition lenders, led by Gleacher Products Corp. as DIP
agent.

LodgeNet says the DIP Loan will provide them with immediate access
to additional liquidity, if necessary, and will allay vendor and
customer concerns while the Debtors progress through the chapter
11 cases to confirmation of the Plan.  About $5 million in new
money term loans will be available upon approval interim of the
DIP financing.

Gleacher is also the administrative agent for prepetition lenders
owed $332.6 million under a term loan and $21.5 million under a
revolver as of Dec. 31, 2012.  The DIP financing agreement
contains a roll-up of $15 million of loans attributable to the DIP
lenders under the prepetition credit agreement.

The Debtors said that the roll-up was a material part of the
negotiation process and a critical element to obtain the
postpetition financing.

The DIP financing will mature 180 days following the Petition
Date.  The DIP loans will bear interest at LIBOR plus 7.00% with a
LIBOR floor of 1.50%.

The Debtors also intend to use cash collateral.  As adequate
protection, the prepetition lenders will receive replacement
liens, 11 U.S.C. Sec. 507(b) claims, payment of fees and expenses,
and accrual of interest at the default contract rate under the
prepetition credit agreement.

So long as the plan support agreement with prepetition lenders has
not been terminated, (i) no cash interest will be due or payable
with respect to the DIP Rolled-Up Loans, (ii) no mandatory
prepayments will be due or payable with respect to the DIP Rolled-
Up Loans and (iii) the DIP Rolled-Up Loans, including accrued and
unpaid interest, will not be required to be repaid in cash on the
Maturity Date of the DIP Loan.

                          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.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LODGENET INTERACTIVE: FTI to Provide Restructuring Managers
-----------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates seek Court
authority to employ FTI Consulting Inc. to provide the Debtors
with executive officers and personnel.

Pursuant to an engagement letter dated Jan. 27, 2013, Mark
Weinsten and Chad Coben will serve as co-chief strategic planning
officers to assist the Debtors with all phases of the chapter 11
cases.  Two FTI professionals, Gabriel Bresler and Stephen Chehi,
will also assist with the chapter 11 cases, on a part-time and
full-time basis, respectively.

As provided by the engagement agreement, FTI will provide other
employees as requested by the Debtors to serve as additional staff
to assist the Debtors with their restructuring process.

FTI was initially retained by LodgeNet in August 2012 to assist
management in developing and validating a business plan.

Although FTI's retention is not governed by Section 327 of the
Bankruptcy Code, the Debtors submit that FTI is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy code.

The Debtors propose to compensate FTI in accordance with this
compensation structure:

   a. Monthly Fee: FTI will receive a monthly, non-refundable
      advisory fee of $200,000 per month for the services of Mark
      Weinsten, Chad Coben, Gabe Bresler, and Stephen Chehi.

   b. Hourly Rates: The customary hourly rates, subject to
      periodic adjustments, charged by FTI professionals are as
      follows:

      Position                           Hourly Rate
      --------                           -----------
      Senior Managing Directors          $790 to $895
      Directors / Managing Directors     $570 to $755
      Consultants/Senior Consultants     $290 to $540
      Administrative / Paraprofessionals $120 to $235

   c. Completion Fee: FTI will have an opportunity for a
      completion fee in partial consideration of the discounted
      monthly flat fee and to compensate FTI for achieving the
      restructuring objectives of the Debtors.  If, during the
      term of the Engagement Letter (which, if a sale agreement is
      entered into during such six month period following
      termination, will be extended in respect of such agreement
      until it has been consummated or terminated), the Debtors
      complete a restructuring or a sale, FTI will earn a
      completion fee of $1,200,000, payable in cash on the later
      of the effective date of the restructuring on the closing of
      the sale as the case may be.

FTI currently holds $250,000 "on account" to be held as an
"evergreen retainer" and as continuing security for the payment of
fees and expenses to FTI.

                          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.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LODGENET INTERACTIVE: Proposes Weil Gotshal as Attorneys
--------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates seek approval
from the Bankruptcy Court to hire Weil, Gotshal & Manges LLP as
attorneys pursuant to Sec. 327(a) of the Bankruptcy Code.

The Debtors have selected Weil as their attorneys because of the
firm's extensive knowledge of the Debtors' business and financial
affairs, its extensive general experience and knowledge, and, in
particular, Weil's recognized expertise in the field of debtors'
protections, creditors' rights, and the administration of cases
under chapter 11 of the Bankruptcy Code.

Weil has represented the Debtors since September 2012.  Weil has
advised the Debtors in connection with discussions with key
vendors and the Debtors' lenders, including in connection with the
entry into forbearance agreements.  Weil has also advised the
Debtors in connection with the negotiation with potential
investors and the consideration of restructuring alternatives.

Weil intends to charge the Debtors for services rendered in the
Chapter 11 Cases at Weil's normal hourly rates in effect at the
time the services are rendered.  Weil's current customary hourly
rates, subject to change from time to time, are $800 to $1,075 for
members and counsel, $450 to $795 for associates, and $185 to $335
for paraprofessionals.

Weil also intends to seek reimbursement for expenses incurred in
connection with its representation of the Debtors.

The Debtors submit that Weil is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                          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.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LODGENET INTERACTIVE: Hiring Approvals Sought
---------------------------------------------
BankruptcyData reported that LodgeNet Interactive filed with the
U.S. Bankruptcy Court motions to retain:

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as claims
      and noticing agent and administrative agent;

   -- Weil, Gotshal & Manges (Contact: Gary T. Holtzer) as
      attorney at hourly rates ranging from $185 to 1,075;

   -- Miller Buckfire & Co. (Contact: John A. McKenna) as
      financial advisor and investment banker for a monthly fee of
      $75,000;

   -- FTI Consulting (Contact: Stephen Chehi) to provide co-chief
      strategic planning officers and additional personnel for a
      monthly fee of $200,000 and hourly rates ranging from $120
      to 895;

   -- Moorgate Securities (Contact: Andrew Sriubas) as investment
      banker for a work fee of $60,000 and a transaction fee of
      $500,000 to $800,000;

   -- Leonard, Street and Deinard (Contact: Michael G. Taylor) at
      the following hourly rates: special counsel shareholder at
      $350 to 621, associate at 250 to 391, of counsel at 330 to
      483, staff attorney at 225 to 334 and paralegal at 180 to
      374; and

   -- PricewaterhouseCoopers (Contact: Mark J. Scholtes) as
      independent accountant for the following fees: 2012
      quarterly reviews at $128,000 and 2012 financial statement
      audit at $700,000 to $800,000.

                          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.


MARITIME COMMUNICATIONS: U.S. Trustee Balks at Plan Discharge
-------------------------------------------------------------
Maritime Communications/Land Mobile, LLC may need further
revisions to its proposed reorganization plan in order to address
concerns of the U.S. Trustee.

Henry G. Hobbs, Jr., the Acting U.S. Trustee for Region 5, in its
objection, points out that the Debtor proposed, in its first
amended Chapter 11 plan, to receive a discharge of all claims
through confirmation of the Plan.  Under Section 1141(d)(3) of the
Bankruptcy Code, the Debtor is not entitled to a discharge, if the
plan provides for the liquidation of all, or substantially all, of
the property of the estate.  The U.S. Trustee added that the
Debtor is delinquent in the payment of U.S. Trustee fees.

Crown Castle South LLC also filed an objection to the Plan.

                             The Plan

The First Amended Plan of Reorganization dated Sept. 25, 2012,
provides that, among other things, after Choctaw Investors
(Patrick Trammel and the secured creditors), Southeastern
Commercial Finance, LLC, and the administrative expense claimants
have received the full amounts of their claims and the monthly
accruals, and assuming there is sufficient revenue from the sale
of any FCC Spectrum Licenses, Choctaw will pay to the liquidating
agent the full amount of general unsecured claims.  Choctaw will
make the distribution to the Liquidating Agent as the funds are
available from time to time from the sales of FCC Spectrum
Licenses.  The Debtor will pay $10,000 to the Liquidating Agent to
cover the Liquidating Agent's initial costs and expenses in
performing its duties hereunder.  A copy of the Plan is available
for free at
http://bankrupt.com/misc/MARITIME_COMM_plan_1amended.pdf

                   About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  The Debtor
disclosed $46,542,751 in assets, and $31,240,965 in liabilities as
of the petition date.

The Debtor hired Harris Jernigan & Geno PLLC serves as the counsel
to the Debtor.  The Debtor obtained approval from the Bankruptcy
Court to hire Robert W. Mauriello, Jr. as special counsel.

Burr & Forman LLP represents the Official Committee of Unsecured
Creditors.


MEDIA GENERAL: GAMCO Asset Owns 19.6% of Class A Shares
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management Inc. and its
affiliates disclosed that, as of Jan. 25, 2013, they beneficially
own 5,368,949 shares of Class A common stock of Media General,
Inc., representing 19.61% of the shares outstanding.  GAMCO Asset
previously reported beneficial ownership of 5,096,074 Class A
shares or a 18.61% of the shares outstanding as of Nov. 2, 2012.
A copy of the amended filing is available for free at:

                        http://is.gd/fIPUyU

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$773.96 million in total assets, $933.87 million in total
liabilities and a $159.91 million stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MEDICURE INC: Incurs C$493,000 Net Loss in Nov. 30 Quarter
----------------------------------------------------------
Medicure Inc. filed its quarterly report on Form 6-K with the U.S.
Securities and Exchange Commission disclosing a net loss of
C$493,391 on C$720,913 of net product sales for the three months
ended Nov. 30, 2012, compared with net income of C$1.05 million on
C$2.24 million of net product sales for the same period during the
prior year.

For the six months ended Nov. 30, 2012, Medicure incurred a net
loss of C$790,135 on C$1.38 million of net product sales, compared
with net income of C$24.60 million on C$3.76 million of net
product sales for the same period a year ago.

The Company's balance sheet at Nov. 30, 2012, showed C$3.88
million in total assets, C$6.61 million in total liabilities and a
C$2.73 million total deficiency.

"There is substantial doubt about the appropriateness of the use
of the going concern assumption because the Company had
experienced operating losses from incorporation to May 31, 2011
and for the six months ended November 30, 2012 and has accumulated
a deficit of $124,093,187 as at November 30, 2012.  Management has
forecast that it has sufficient working capital through the end of
fiscal 2013, however contractual commitments and debt service
obligations exceed the company's net cash flows and working
capital beginning in early fiscal 2014.  The Company's future
operations are dependent upon its ability to grow sales of
AGGRASTAT, and/or secure additional capital, which may not be
available under favourable terms or at all.  If the Company is
unable to grow sales or raise additional capital, management will
consider other strategies including further cost curtailments,
delays of research and development activities, asset divestures
and/or monetization of certain intangibles."

A copy of the Form 6-K is available for free at:

                        http://is.gd/fg7ifk

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.


MICHIEL SCHUITEMAKER: Ousted Cincinnati Inc. CEO Files Chapter 11
-----------------------------------------------------------------
Jon Newberry, staff reporter of Business Courier, reports that
Michiel Schuitemaker, the ousted CEO of machine tool maker
Cincinnati Inc., filed for Chapter 11 bankruptcy protection in
U.S. bankruptcy court in Cincinnati, Ohio, on Jan. 25.  Mr.
Schuitemaker listed $18 million in assets and $19 million in
debts.  He is represented in the bankruptcy proceedings by
Cincinnati bankruptcy lawyer Rick Nelson, Esq., at Cohen Todd Kite
& Stanford.

According to Business Courier, the bankruptcy filing follows a
jury trial and subsequent order in Hamilton County Commons Pleas
Court that gave control of the company to his estranged wife,
Christina March, the daughter of Cincinnati Inc.'s long-time CEO
and owner Perrin March III.  As the Business Courier reported
previously, the court also ordered Mr. Schuitemaker to pay $8.6
million in damages for breaching his fiduciary duties to the
company.


MOHAWK: Spano Acquisition No Impact on Moody's 'Ba1' CFR
--------------------------------------------------------
Moody's said that Mohawk's announcement on January 28, 2013, that
it had signed an agreement to acquire Spano is positive for
Mohawk's credit profile, but not enough to affect its Ba1
Corporate Family Rating or stable outlook.

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


MONITOR COMPANY: Feb. 28 Set as General Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
4 p.m. on Feb. 28, 2013, as the deadline for any individual or
entity to file proofs of claim against Monitor Company Group
Limited Partnership, et al.

Governmental entities are not covered by the general claims bar
date.  They are instead required to send in their proofs of claim
by May 7.

Proofs of claim must be submitted to the Debtors' claims and
noticing agent,

  if by first class mail:

         Monitor Company Group LP Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5286
         New York, NY 10150-5286

  if by hand delivery or overnight mail:

         Monitor Company Group LP Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd floor
         New York, NY 10017

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Official Committee of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as its financial advisors.


MONITOR COMPANY: Final Cash Collateral Hearing Set for Feb. 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
in an interim order, Monitor Company Group Limited Partnership, et
al.'s continued use of their first lien lenders' cash collateral.

The Court will convene a hearing on Feb. 8, 2013, at 11:00 a.m. to
consider entry of another interim order or final approval of the
use of cash collateral.

As reported in the TCR on Jan. 18, 2013, the Debtors sought
approval to use cash, to among other things, fulfill its post-
closing obligations in connection with the sale of substantially
all of their assets to Deloitte Consulting LLP and DCSH Limited.

The Debtor will use the cash collateral to fund the wind-down
account in an amount to the aggregate accrued DIP expenses, plus
$6,693,000 to be used in a manner consistent with the budget.

The APA requires that, after closing of the sale, the Debtors will
continue to operate under a transition services agreement.

The Debtors' prepetition long-term secured debt obligations total
$111 million.  About $50 million of that amount represents senior
secured obligations of the Debtors arising under a Fourth Amended
& Retstated Revolving Credit Agreement, dated as of Oct. 25, 2011,
by and among Monitor, as borrower, bank of America, N.A. as lender
and administrative agent, and Banc of America Securities, LLC, as
arranger.

As reported in the TCR on Jan. 14, 2013, Deloitte has acquired
substantially all of the business of Monitor, one of the world's
leading strategy consulting firms.  This transaction combines
Monitor's highly-influential brand, strong thought leadership and
top-notch talent with Deloitte's extraordinary reach, access, and
resources to solidify the Deloitte network as a worldwide leader
in strategy consulting.  Monitor's talent and assets will combine
with Deloitte's consulting strategy service lines and operate
under the Monitor Deloitte brand, resulting in a new global
presence that will redefine our industry.  The transaction was
completed following approval by the Bankruptcy Court on Jan. 11,
2013.

As adequate protection from any diminution in value of lenders'
collateral, the Debtors will grant the lenders senior adequate
protection lien on the Debtors' rights, title or interests in any
tax refund, return of amounts withheld in connection with the
Debtors' satisfaction of Trust Fund obligations, subject to carve
out on certain expenses.

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Official Committee of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as its financial advisors.


MTS LAND: Plan Solicitation Exclusivity Extended to March 16
-------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona extended MTS Land, LLC and MTS Golf, LLC's
exclusive period to solicit acceptances for the proposed Plan of
Reorganization until March 16, 2013.

As reported in the TCR on Dec. 20, 2012, the Debtor has filed a
plan that provides that (i) holders of secured claims will be paid
in full in cash, (ii) holders of priority unsecured claims and
general unsecured claims will be paid in full in cash, and (iii)
holders equity securities of the debtors will retain all of their
legal interests.  A copy of the Plan is available for free at
http://bankrupt.com/misc/MTS_GOLF_plan.pdf

The Debtors have requested for additional time to file a
Disclosure Statement in support of the Plan.  The Debtors related
that a disclosure statement has been drafted, but additional time
is needed to complete it.

                          About MTS Land

MTS Land LLC and MTS Golf LLC own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MTS LAND: Employs Nathan & Associates as Real Estate Broker
-----------------------------------------------------------
The Bankruptcy Court authorized MTS Land, LLC, and MTS Golf, LLC,
to employ Nathan & Associates, Inc., as the Debtors' real estate
broker with respect to the possible sale of various residential
portions at the Debtors' Mountain Shadows Resort in Paradise
Valley, Arizona.

Nathan & Associates has agreed to provide these services on a
commission basis:

   a. market various residential portions of the Resort;

   b. use their best efforts to bring to Debtors as many favorable
      offers from perspective purchasers as possible;

   c. effect a possible sale to perspective purchasers on the
      terms and conditions which Debtors determine most favorable;

   d. coordinate and cooperate with, and assist in the negotiation
      of any potential sale;

   e. attend, at the Debtors' request, any closing or pre-closing
      activities relating to the sale; and

   f. undertake any acts as Debtors may reasonably request in
      order to expedite any sale.

Neither Nathan & Associates nor any of Nathan & Associates'
professionals is a disinterested within the meaning of 11 U.S.C.
Sections 101(14) and 327 as modified by 11 U.S.C. Sec. 1107(b).

                          About MTS Land

MTS Land LLC and MTS Golf LLC own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUSCLEPHARM CORP: Closes $4.1 Million Offering of Series D Stock
----------------------------------------------------------------
MusclePharm Corporation successfully completed two closings of a
registered direct offering of its Series D Convertible Preferred
Stock.  The Frost Group, LLC, headed by Miami entrepreneur Dr.
Phillip Frost, was the lead investor in the offering increasing
his position in the Company by approximately $1.4 million.

At the closings, MusclePharm issued 511,625 shares of its Series D
Convertible Preferred Stock in a registered direct placement of
its shares at a per share price of $8.00.  Each share of Series D
Convertible Preferred Stock is convertible into two shares of
common stock, subject to adjustment.  The net proceeds to
MusclePharm from the closings were approximately $3.5 million
after deducting placement agent fees and offering expenses.

The Company intends to use the proceeds from the Offering in the
following order of priority: (i) $1.0 million for repayment of the
bridge loan which was used for working capital (ii) $3.5 million
for repayment of outstanding debt, (iii) to pay interest of
approximately $100,000, (iv) $2.1 million for expected accounts
payable; and (v) and the remainder for general corporate purposes.

GVC Capital LLC acted as the lead placement agent for this
offering.

The shares were registered pursuant to a registration statement on
Form S-1, which was declared effective by the Securities and
Exchange Commission on Jan. 16, 2013.  A prospectus relating to
the offering was filed with the SEC on Jan. 17, 2013.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIONAL CENTURY: Credit Suisse Inherits $2 Billion Claim
---------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that Credit
Suisse Group AG (CSGN) was ruled by a judge to be liable for all
damages that could be awarded to noteholders suing the bank over
fraud at National Century Financial Enterprises Inc., a figure
investors' lawyers put at more than $2 billion.

U.S. District Judge James Graham said that because New York law
governs apportionment of fault in the case, Credit Suisse will be
liable for 100 percent of former Chief Executive Officer Lance
Poulsen's share of damages, the report said.

"If the jury finds at trial that Credit Suisse and Poulsen each
committed fraud that caused plaintiff's losses, then under New
York law Credit Suisse will be liable, as to plaintiffs, for 100
percent of Poulsen's share," Graham said, according to Bloomberg.

Noteholders claim the bank, the placement agent, knew or should
have known of a $2.9 billion fraud that led to National Century's
collapse in 2002, Bloomberg related. Ten executives of the Dublin,
Ohio-based health-care financer were convicted of crimes,
including Poulsen, who is serving 30 years in prison.

Kathy Patrick, an attorney for investors, said a trial is
scheduled for April.  "Our clients are eagerly looking forward to
presenting this case to a jury," she said in a phone interview
with Bloomberg. "We will ask the jury to hold both Credit Suisse
and Poulsen responsible for the $1.5 billion in damages the
plaintiffs have suffered as a result of their investment in NSFE-
related investments."

Interest would drive the damages to more than $2 billion, Patrick
said, Bloomberg cited.

Credit Suisse argued that the share of liability assigned to
Poulsen, presumed insolvent, should be divided among the bank and
other defendants that settled with noteholders, according to
Graham's ruling, Bloomberg related.

Katherine Herring, a spokeswoman in New York for Zurich- based
Credit Suisse, didn't immediately respond to a voice-mail message
after regular business hours yesterday seeking comment on the
ruling, Bloomberg said.

The case is Crown Cork & Seal v. Credit Suisse, 12-5803, U.S.
District Court, Southern District of New York (Manhattan).

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NEW ENERGY: Committee Balks at Incentive Plan, Sale, and Cash Use
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of New Energy Corp., asks the U.S. Bankruptcy Court for the
Northern District of Indiana to deny approval of the Debtors'
motions:

   (i) for order approving the incentive plan for key employees;

  (ii) to employ RPA Advisors, LLC as financial advisor and broker
       and to establish interim compensation procedures;

(iii) for authority to use cash collateral; and

  (iv) to establish bidding procedures for the sale of
       substantially all the assets of the Debtor and establishing
       auction and hearing dates.

The Committee explains that:

   1. With respect to the KEIP Motion, while the Committee is
concerned with the substantial amount of the incentive payments
proposed to be made to Russell Abarr, the president and chief
operating officer of the Debtor, it is more concerned with the
Debtor's failure to demonstrate that the payments may be
made under Section 503(c) of the Bankruptcy Code.  In the absence
of a showing that the incentive payments are reasonable and
necessary, and in compliance with Section 503(c), they
must be denied.

   2. As to the RPA application, the Committee questions the
reasonableness of the estate committing hundreds of thousands of
dollars in additional funds to RPA.  Specifically, the Committee
objects to the $250,000 "success fee" contemplated by the RPA
Application and the Debtor's engagement agreement with RPA which,
as written, will trigger a substantial estate obligation under
almost any possible sale or liquidation scenario.

   3. the cash collateral motion must provide for a budget line
item -- and corresponding carve-out -- for professionals retained
by the Committee; and (2) a specific provision allowing the
Committee a reasonable period of time to investigate the validity,
priority and extent of liens of the Debtor's secured lenders, the
Committee will consent to its entry.

   4. Several aspects of the Debtor's proposed procedures cause
the Committee concern, including the lack of a minimum purchase
price imposed on qualified bidders.

Nancy J. Gargula, the U.S. Trustee, also has objections to the
KEIP.  It says that although the Debtor labels the proposed bonus
for Mr. Abarr as an incentive plan, its actual terms are
retentive.  The U.S. Trustee notes that if the Debtor does not
prove that the plan is indeed an incentive one, then approval is
governed by the strict requirements of Section 503(c)(1) because
Mr. Abarr is undoubtedly an insider.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEW ENGLAND COMPOUNDING: Assets of 4 Owners Frozen by Judge
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the four owners of New England Compounding Pharmacy
Inc. had their personal assets frozen by a bankruptcy judge in
Boston.  NECP is the drug manufacturer whose tainted products
caused a fungal meningitis outbreak resulting in 44 deaths, 678
injuries, and more than 160 lawsuits, according to the official
creditors' committee.

According to the report, U.S. Bankruptcy Judge Henry J. Boroff
enjoined the four owners from spending or transferring anything
other than amounts "necessary for ordinary living expenses."  The
four owners are President Barry Cadden, shareholder and director
Lisa Conigliaro Cadden, Vice President Gregory Conigliaro, and
shareholder and director Carla Conigliaro.

The report notes that ordinarily a temporary injunction like the
one Judge Boroff signed can last no more than 10 days before a
subsequent hearing must be held on a preliminary injunction.

According to the report, David Molton, one of the lawyers for the
creditors' committee from Brown Rudnick PPL, said in an interview
that the owners consented to having the temporary injunction
continue until Feb. 28, when there will be a hearing on a
preliminary injunction.

According to the report, Judge Boroff also froze the owners' bank
and brokerage accounts.  In addition, he enjoined companies they
own from paying them anything.  Instead, anything owed to the
owners must be held in an escrow account.

The injunctions were made in a lawsuit the committee filed against
the owners to recover $21 million the owners took out of the
company within a year of bankruptcy.  At a hearing Judge Boroff
also had a Chapter 11 trustee appointed.

The committee's complaint says the owners continued taking
millions out of the company after contaminated medication was
discovered and even after NECP shut down in October.  The
complaint also seeks to recover about $4.7 million from companies
controlled by the owners.

                   About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NEWLEAD HOLDINGS: Regains NASDAQ Stock Market Listing Compliance
----------------------------------------------------------------
NewLead Holdings Ltd. on Jan. 29 disclosed that it has received
written notification from the NASDAQ Stock Market LLC indicating
that it has regained compliance with the minimum bid price
requirement of $1.00 per share for continued listing on the NASDAQ
Global Select Market set forth in NASDAQ Listing Rule 5450(a)(1),
as its common shares achieved a closing bid price of $1.00 or more
for 10 consecutive business days.

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.


ODYSSEY (IX): Reorganization Case Closed; Committee Discharged
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
closed the Chapter 11 case of Odyssey (IX) DP I, LLC.

The Court found that the Debtor's Plan of Reorganization has been
accepted by the requisite majority of creditors; was confirmed;
the terms of the Plan relating to payment to creditors who are
entitled to said payment have been complied with; and that the
Plan did not require the Court to retain jurisdiction until the
full consummation of the Plan.

The Court also ordered that the Creditors' Committee is discharged
from any further duties.

                   About Odyssey (IX) DP I LLC

Lakeland, Florida-based Odyssey (IX) DP I LLC, owns the Ocean
Breeze Plaza, a shopping center in Jensen Beach Florida.  Odyssey
(IX) DP I filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-22952) on Dec. 16, 2011, after its lender, U.S. Bank N.A.
declared a default on a $16 million construction loan.  Judge
Catherine Peek McEwen presides over the case.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser PA, in Tampa,
Florida, serves as the Debtor's counsel.  William Maloney and Bill
Maloney Consulting serves as chief restructuring officer.  The
Debtor disclosed $20,318,253 in assets and $15,911,155 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Robert Madden, president of OC DIP LLC, the Debtor's manager.

Affiliates that previously filed separate Chapter 11 petitions are
Century/AG - Avondale LLC, Odyssey Properties III LLC, Century
(III) DP III LLC, Odyssey (III) DP III LLC, Odyssey (VI)
Commercial DP I LLC, Odyssey (III) DP IX LLC, Odyssey (III) DP III
LLC, and Odyssey DP III LLC.

Under the Plan, VS Jensen Beach Holdings, LLC, as successor in
interest to US Bank, N.A., will have its $15.8 million claim paid
in full and will retain its liens on the project pending full
payment.  Unsecured claims will be paid in full from excess cash
flow.  Payments will be paid annually beginning on the 30 days
after the first anniversary of the Effective Date and thereafter
on an annual basis until paid in full.


OM GROUP: S&P Puts 'BB-' CCR on Creditwatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate credit rating and 'BB-' senior secured debt ratings on
OM Group Inc. on CreditWatch with positive implications.

The CreditWatch placement follows the announcement that chemical
producer OM Group has entered into a definitive agreement to sell
its advanced materials division, which consists of its cobalt-
related businesses.  The transaction is expected to include the
sale of the downstream portion of the business, including OM's
cobalt refinery assets in Kokkola, Finland, and the transfer of
OM's equity interests in its Democratic Republic of Congo-based
joint venture, GTL, to its joint venture partners.

According to OM, the total potential consideration is up to
$435 million, comprised of initial cash consideration of
$325 million and potential future payments of up to an additional
$110 million based on the business achieving certain revenue
targets over a period of three years.  The company expects the
sale to close before the end of April 2013, subject to customary
closing conditions and regulatory approvals.

Following the close of the sale, the company expects to have total
cash on hand of more than $500 million, which it expects to use to
repay a substantial portion of its debt, repurchase up to
$50 million of its shares, and support a strategy of organic and
strategic growth.  Total adjusted debt as of Sept. 30, 2012 was
about $750 million.

"The CreditWatch listing reflects our view that there is at least
a one-in-two probability of a ratings upgrade if the transaction
takes place as planned and a meaningful portion of debt is paid
down," said Standard & Poor's credit analyst Paul Kurias.

"A sale of the cobalt-related businesses, which we view as having
volatile earnings and cash flow, could potentially benefit the
company's existing business risk profile.  We view the volatility
in this business and the exposure to an unpredictable operating
environment in the Democratic Republic of Congo as significant
credit risks that would be substantially diminished following a
sale of the business.  If completed, this transaction will serve
as another step in OM Group's continuing transformation away from
unpredictable, commodity-driven earnings and into downstream
value-added applications.  We also view the potential pay-down of
large portions of debt as indicated by management as a credit
positive.  However, at this point it is not clear to us how large
the debt pay-down will be, or what management's plans are for
future debt-funded acquisitions or investments," S&P noted.

"We will resolve the CreditWatch listing when further details
about the sale are available or when the transaction closes," S&P
said.  Information that S&P will review includes the cash proceeds
from the sale and the amount of debt that is paid down.  S&P will
weigh a loss in earnings and cash flow from the cobalt business
against potential improvements to the business risk profile and a
potential reduction in debt levels.  S&P will also undertake a
comprehensive review of management's plans for the future and
likely financial policies that will be adopted.  These include
plans for acquisitions, investments, and a long-term capital
structure.  S&P could raise ratings following the divestiture of
the cobalt businesses and a meaningful pay-down of debt if it
views management as supportive of the improvement in credit
quality.  S&P could affirm ratings if the transaction does not go
ahead as planned, the debt pay-down does not meaningfully improve
credit metrics from current levels, or S&P views any potential
improvement in credit metrics as unsustainable.


ONCURE HOLDINGS: Moody's Withdraws 'Caa3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all of OnCure Holdings,
Inc.'s ratings for business reasons including the company's Caa3
corporate family rating, Caa3-PD probability of default rating,
and the Caa3 rating on its $210 million sr. secured notes.

Ratings Rationale

Moody's has withdrawn the ratings of OnCure for business reasons.

The following ratings were withdrawn:

  Corporate family rating at Caa3;

  Probability of default rating at Caa3-PD;

  $210 million senior secured notes at Caa3 (LGD4, 57%).

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

OnCure Holdings, Inc. is a provider of capital equipment and
business management services to radiation oncology physician
groups that treat patients at the company's cancer centers. OnCure
generated $101 million in revenues for the trailing twelve month
period ended June 30, 2012. The company operates 38 facilities and
is owned by Genstar Capital.


ORBITAL SCIENCES: Moody's Rates $150MM First Lien Term Loan 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has assigned the $150 million first lien
term loan due 2017 of Orbital Sciences Corporation a Ba1 rating.
The Ba1 Corporate Family Rating and SGL-2 Speculative Grade
Liquidity Rating have been affirmed. Concurrently, the $300
million first lien revolver due 2017 rating has been revised to
Ba1 from Baa3. The change reflects Orbital's redemption of
virtually all of its $144 million convertible subordinated notes
due 2027 from the first-lien term loan's proceeds, which
eliminated most of the company's junior debt. In-step with Moody's
Loss Given Default Methodology and the all first-lien bank debt
capital structure that followed the convertible note redemption, a
higher (65% versus 50%) recovery rate assumption of family claims
in a stress scenario has been assumed; the changed treatment
resulted in a Probability of Default rating revision, to Ba2-PD
from Ba1-PD. The rating outlook remains negative.

Ratings Assigned:

  $150 million first lien term loan due December 2017, Ba1 LGD3,
  33%

Ratings Lowered:

  Probability of Default, to Ba2-PD from Ba1-PD

  $300 million first lien revolver due December 2017, to Ba1
  LGD3, 33% from Baa3 LGD2, 24%

Ratings Affirmed:

  Corporate Family, Ba1

  Speculative Grade Liquidity, SGL-2

Ratings Rationale

The Ba1 Corporate Family Rating balances debt to EBITDA of just
1.5x, a conservative financial policy and an important contracting
position with NASA, against small scale, a high degree of contract
concentration and business risk. Despite its small size, Orbital
has built a strong track record as an efficient and resourceful
prime contractor. High backlog and past success at adapting
established rocket and satellite technologies in the small to
medium class favors earnings prospects. Additionally, the company
has a cash, net of debt, balance (unrestricted cash of $228
million, debt of $144 million).

Low leverage and high cash balance helps partially mitigate an
elevated level of development risk within the credit as the
company's effort to provide cargo resupply services to the
International Space Station nears the mission stage. As of
September 30, 2012 unbilled receivables of Orbital's Cargo
Resupply Services contract (CRS, a $1.8 billion fixed-price
vehicle with NASA) were $255 million while total accounts
receivables neared $500 million, about 40% of the asset base and
an all-time high for the company. Moreover, CRS related revenue
has come to comprise about 25% of total revenues. The Ba1 CFR
anticipates Orbital's CRS work progressing into the more
profitable mission stage in 2013, which should yield steady free
cash flow and support Orbital's franchise. Since 2009 Orbital's
operations and capital spending requirements have consumed $185
million, reducing the cash balance from $373 million.

The negative rating outlook considers that against Orbital's size,
the CRS undertaking is substantial and may ultimately become
incompatible with the Ba1 CFR level. The project's initial
development timeline has extended several times, though profit
assumptions embedded within Orbital's CRS accounting have not
needed to be materially revised down. Beyond being the smallest
Aerospace/Defense sector issuer rated as high as Ba1, no other Ba1
rated issuer within the sector has experienced such a prolonged
cash flow deficit. Confidence of free cash flow generation will
remain clouded until the CRS rocket (Antares) initial flight
demonstration and the first CRS mission successfully occur, both
now expected for 2013.

The Speculative Grade Liquidity Rating is SGL-2, denoting good
liquidity. A high cash balance and scheduled debt amortization of
only $8 million near-term helps ensure that liquidity needs can be
comfortably met. Moreover, a good level of covenant headroom under
the company's $300 million revolver exists.

The ratings could be downgraded if the likelihood of resumed free
cash flow generation in 2013 becomes remote. A large contract
loss, expectation of debt to EBITDA above 3x or a weakened
liquidity profile could also pressure down the rating. Upward
rating momentum, unanticipated currently, would depend on greater
revenue scale, debt to EBITDA sustained at 2x or less with free
cash flow to debt of 10% and good liquidity. Rating outlook
stabilization would likely follow expectation of strong and steady
free cash flow generation - on par with historical levels - and
debt to EBITDA below 3x with good liquidity.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small/medium space and missile systems for
commercial, civil government and military customers. Revenues over
the twelve months ended September 30, 2012 were $1.4 billion.

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


PATRIOT COAL: Seeking to Create $200 Million VEBA
-------------------------------------------------
Reuters' Joseph Ax reports that in the case, Lowe et al v. Peabody
Holding Co LLC et al, No. 12-06925 (S.D. W.Va.), an amended
complaint filed Monday by eight mine workers and their union, the
United Mine Workers of America, against Peabody Energy Corp. and
Arch Coal Co., revealed that Patriot Coal Corp. wants to limit its
obligation to pay retiree health benefits to thousands of U.S.
mine workers and their families as part of its plan to survive
Chapter 11 bankruptcy.  The documents state that Patriot Coal has
proposed creating a trust, known as a voluntary employees'
beneficiary association, to provide a maximum of $40 million
annually up to a limit of $200 million.  The annual cost of
providing retiree health benefits in 2012 was $71 million and is
expected to rise to $73.8 million, nearly twice as much as Patriot
has proposed to spend.

Reuters recounts the mine workers are seeking class-action status
for more than 10,000 workers whose benefits were transferred from
Peabody and Arch to Patriot in a 2007 spinoff.  The lawsuit claims
Peabody and Arch, rather than Patriot, should be responsible for
paying the retiree health benefits for the workers, some of whom
retired before 2007 and never worked for Patriot.

According to Reuters, representatives for Peabody, Arch and
Patriot could not be reached outside of regular business hours for
comment.  Reuters relates a spokesman for Peabody, Vic Svec, has
previously said that Patriot was "completely viable" when it was
spun off and that its collapse was not due to the cost of the
retiree benefits.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Tries to Limit Retiree Health Benefits
----------------------------------------------------
Joseph Ax, writing for Reuters, related that Patriot Coal Corp
wants to limit its obligation to pay retiree health benefits to
thousands of U.S. mine workers and their families as part of its
plan to survive Chapter 11 bankruptcy, according to court
documents filed Monday.

The company has proposed creating a trust, known as a voluntary
employees' beneficiary association, to provide a maximum of $40
million annually up to a limit of $200 million, Reuters said.

The annual cost of providing retiree health benefits in 2012 was
$71 million and is expected to rise to $73.8 million, nearly twice
as much as Patriot has proposed to spend, according to the
documents, Reuters related.

The company's proposal was detailed in an amended lawsuit filed by
eight mine workers and their union, the United Mine Workers of
America, against Peabody Energy Corp and Arch Coal Co., according
to Reuters.

They are seeking class-action status for more than 10,000 workers
whose benefits were transferred from Peabody and Arch to Patriot
in a 2007 spinoff, the report said. The lawsuit claims Peabody and
Arch, rather than Patriot, should be responsible for paying the
retiree health benefits for the workers, some of whom retired
before 2007 and never worked for Patriot.

The union, according to Reuters, is concerned that Patriot will
take advantage of bankruptcy laws allowing companies to shed much
of their retiree health care and pension costs. It claims Peabody
and Arch deliberately shunted their obligations onto Patriot in an
effort to avoid having to pay the full amount.

Representatives for Peabody, Arch and Patriot could not be reached
outside of regular business hours for comment, Reuters noted. A
spokesman for Peabody, Vic Svec, has previously said that Patriot
was "completely viable" when it was spun off and that its collapse
was not due to the cost of the retiree benefits.

The lawsuit is pending in federal court in West Virginia, where
Patriot has most of its operations, Reuters related. The
bankruptcy case began in New York before a judge ordered it moved
to Missouri where the company is based.

The lawsuit is Lowe et al v. Peabody Holding Co LLC et al, U.S.
District Court, Southern District of West Virginia, No. 12-06925.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.


PHIBRO ANIMAL: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Teaneck, N.J.-based Phibro Animal Health Corp. to 'B'
from 'B-'.  The outlook is stable.

Concurrent with the upgrade, S&P raised the rating on the
$300 million unsecured notes to 'B' from 'B-'.  S&P revised the
recovery rating on this debt to '4', indicating its expectation
for average (30% to 50%) recovery for noteholders in the event of
default, from '3' (50% to 70% recovery expectation).  The recovery
rating revision follows a revision of the recovery multiple to 5x
from 6x.  The reassessment of the multiple makes it consistent
with companies that have similar ratings and risk profiles; it
also reflects plant concentration and limited backup in the event
of the loss of a facility.

The upgrade results from improved business performance that has
resulted in EBITDA growth.  Consequently, this has led to leverage
declining to 5.3x at Sept. 30, 2012, from 6.2x in the prior year.
Over this period, the covenant cushion improved to more than 20%.
Moreover, S&P believes that steady low- to mid-single-digit growth
will sustain these metrics over the near-term.

The rating on Phibro continues to reflect a "highly leveraged"
financial risk profile.  Over the near term, S&P believes that
discretionary cash flow will remain negative despite its
expectation that leverage will decline to 5x or less.  S&P still
believes that Phibro has a "vulnerable" business risk profile
given its narrow focus in the niche worldwide animal feed
additives industry and the presence of larger, more diversified
competitors.

"In the first quarter of fiscal 2013 (period ended Sept. 30,
2012), Phibro generated low-single-digit growth because of higher
volumes of key products from an improved competitive position and
growing demand for animal protein; this was offset by lower
distribution sales.  Those results are trending in line with our
full-year expectation of low- to mid-single-digit growth.  First-
quarter margins of about 10.9% were mostly in line with our
expectation that near-term margins will be sustained in the 10% to
11% range, which we consider low, but characteristic of the
commodity-like nature of Phibro's core animal health business.
Because a key product is produced in Brazil, our margin
expectations reflect our belief that foreign currency movements
will remain favorable to Phibro, but adverse foreign currency
movements and prospects for a changing competitive landscape could
disrupt our margin expectations.  In our base-case scenario, we
believe volume growth and a stable competitive environment will
contribute to modest EBITDA expansion.  Prospects for additional
deleveraging, to 5x or less, in fiscal 2013 appear favorable
because of the EBITDA growth.  Working capital increases and
higher capital expenditures, both related to capital expansion,
will result in negative free cash flow for fiscal 2013; we expect
free cash flow generation of less than $10 million in fiscal
2014," S&P said.


PICADILLY RESTAURANTS: TMC A Critical Vendor, To Be Paid Early
--------------------------------------------------------------
Piccadilly Restaurants, LLC, et al., ask the U.S. Bankruptcy Court
for the Western District of Louisiana to enter a final order:

   1) finding that The Merchants Company doing business as
      Merchants Foodservice, and its affiliates, is a critical
      vendor of the Debtors;

   2) allowing Merchants' 111 U.S.C. Sec. 503(b)(9) claim, for the
      value of goods delivered to the Debtors within 20 days of
      the commencement of these bankruptcy cases, in the amount of
      $2,323,585;

   3) authorizing payment of the claims of Merchants under the
      Perishable Agricultural Commodities Act in the amount of
      $159,487; and

   4) authorizing the Debtors to immediately pay Merchants'
      allowed unsecured claim.

Merchants has been the Debtors' primary source of food and
supplies, both in terms of the Debtors' cafeterias and food
services lines of businesses.

As of the Petition Date, the Debtors have determined that
Merchants had a claim in the Chapter 11 case in the amount of
$4,223,564, representing money owed for Food and Supplies.  The
Merchants Prepetition Claim includes (a) an unsecured, non-
priority claim, (b) an administrative claim under section
503(b)(9) of the Bankruptcy Code, and (c) PACA claims.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PMI GROUP: Has Until March 4 to Propose Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
The PMI Group, Inc.'s exclusive periods to propose a chapter 11
plan until March 4, 2013, and to solicit acceptances for that plan
until May 3, respectively.  The Debtors said they needed
additional time to negotiate and prepare adequate information in
relation to the plan.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PONCE DE LEON: PRLP Wants Court to Revisit Cash, Plan Orders
------------------------------------------------------------
Secured creditor PRLP 2011 Holdings, LLC, asks the U.S. Bankruptcy
Court for the District of Puerto Rico to reconsider a decision
entered in November that denied RPLP's bid to stop the Debtor from
using cash and moving forward with tits Chapter 11 plan.

As reported in the Nov. 26, 2012 edition of the TCR, Bankruptcy
Judge Enrique S. Lamoutte denied the request of creditor PRLP 2011
Holdings to stay two orders authorizing Ponce De Leon 1403, Inc.,
to use cash collateral up to and including the date of the plan
confirmation hearing; and approving the disclosure statement
explaining the Debtor's bankruptcy-exit plan.

On Nov. 20, the Court determined that PRLP did not comply with the
four-prong test required for the issuance of a stay pending
appeal, chief among them was the Court's finding that "PRLP has
failed to establish a likelihood to succeed on the merits."

PRLP requests that the Court reconsider its order denying the
motion to stay due to the fact that the same appears to have
relied on alleged "uncontested valuations" which have not been
established, determined or presented before the Court by the
Debtor.

The crux of the Motion to Stay, as well as PRLP's pending appeal
before the USDC, consists on Debtor's failure to submit any
evidence whatsoever as to the fair market value of the Metro Plaza
properties pursuant to the "sales data" test.

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

On April 13, 2012, the Debtor filed its Disclosure Statement and
Chapter 11 Plan of Reorganization.  The Court approved the
Disclosure Statement on June 25, 2012.


PONCE DE LEON: Christiansen & Portela OK'd as Real Estate Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Ponce de Leon 1403, Inc., to employ Gerald J.
Christiansen from Christiansen & Associates, Inc., doing business
as Christiansen & Portela, as real estate broker.

Mr. Christiansen and the firm will, among other things:

   -- act as exclusive sales and leasing agent of the Debtor's
      commercial units located at Metro Plaza Towers Condominium,
      San Juan, Puerto Rico;

   -- offer the property for sale in accordance with established
      practices;

   -- assist the debtor in any negotiations for the sale/ leasimg
      of the property; and

   -- assist the Debtor in the preparation and selection of all
      advertising and promotional materials, including, but not
      limited to printed media advertisements, brochures, and
      signs to be places at the property offering the property for
      sale/ lease.

The Debtor agreed to compensate the broker as:

  (i) a disposition fee equal to 4% of the sales price of the
      property will be earned by the broker if the property is
      sold during the term of the agreement or within 180 days of
      its termination if sold to a client introduced to the
      property by broker prior to the termination or expiration
      of the agreement; and

(ii) a disposition fee equal to 5% of the sales price of the
      property will be earned by the broker if the property is
      sold during the term of the agreement or 180 days of its
      termination is sold to a client with the assistance of the
      third party co-operating brokers.

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

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.


POWERWAVE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Chapter 11 Debtor:   Powerwave Technologies, Inc.
                     1801 E. St. Andrew Place
                     Santa Ana, CA 92705

Petition Date:       January 28, 2013

Bankruptcy Case No.: 13-10134

Bankruptcy Court:    U.S. Bankruptcy Court
                     District of Delaware

Bankruptcy Judge:    Hon. Mary F. Walrath

Debtor's Counsel:    PROSKAUER ROSE LLP

                          - and -

                     Laurie Selber Silverstein, Esq.
                     POTTER ANDERSON & CORROON LLP
                     1313 N. Market St.
                     Hercules Plaza, 6th Floor
                     Wilmington, DE 19801
                     Tel: 302 984-6000
                     Fax: 302-658-1192
                     E-mail: lsilverstein@potteranderson.com

Debtor's Financial
Advisors:            CONWAY MACKENZIE INC.

Debtor's Investment
Bankers:             SANDLER O'NEILL & PARTNERS LP

Debtor's Claim &
Noticing Agent:      KURTZMAN CARSON CONSULTANTS LLC

Total Assets (as of Jan. 27, 2013): $213,455,000

Total Liabilities (as of Jan. 27, 2013): $396,053,000

The petition was signed by Kevin T. Michaels, the company's Chief
Financial Officer.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim   Claim Amount
        ------                     ---------------   ------------
Wilmington Trust N.A.              Convertible Debt  $150,000,000
Global Capital Markets
50 South 6th St., Suite 1290
Minneapolis, MN 55402
Attn: Peter Finkel
Tel: 612-217-5629
Fax: 612-217-5651

DB Services Americas               Convertible Debt  $107,752,000
5022 Gate Parkway, Suite 200
MS JCK01-0218
Jacksonville, FL 32256
Attn: Leslie Martin
Tel: 901-271-2813
Fax: 901-271-2854
E-mail: dsu.operations@db.com

Shenzhen Tatfook Technology        Inventory           $7,200,917
Co., Ltd.
3rd Industrial Area
Haoxiang Road, Shajing Town
Bao'An District
Shenzhen 518104 CHINA
Attn: Li Zhuo
Tel: +86-18660271888
Fax: +0512-6809 3899
E-mail: lizhuo@tatfook.com

nVision Global Technologies        Logistics           $3,887,108
3800 Kilroy Airport Way, Suite 250
Long Beach, CA 90806
Attn: Charlotte Sanders
Tel: 770-474-4122
Fax: 678-289-5919
E-mail: charlottesanders@nvisionglobal.com

Syrma Technology Pvt Ltd           Inventory           $1,491,179
Plot No. B27, Phase II, MEPZ Sez
Tambaram 600 045 INDIA
Attn: Rajashree.S
Tel: 044-717-28619
Fax: 011-914422628612
E-mail: rajashree.s@syrmatech.com

Intelect Corporation               Services              $917,687
4000 Dilon Street
Baltimore, MD 21224
Attn: Karen Ches
Tel: 410-779-7839
Fax: 410-327-7722
E-mail: Karen.Ches@intelectcorp.com

AT&T Mobility                      Utilities             $802,446
PO Box 66786
St. Louis, MO 63166
Attn: Jonathan Geserick
Tel: 210-886-3361
Fax: 210-882-3032
E-mail: jg9397@att.com

Microsoft Leasing GP               Services              $583,878
6100 Neil Road
Reno, NV 89511
Attn: Tim Tang
Tel: (707) 321-6648
Fax: (312) 705-9240
E-mail: timtang@microsoft.com

O'Melveny & Myers LLP              Legal                 $546,306
PO Box 894436
Los Angeles, CA 90189-4436
Attn: Brett J. Williamson
Tel: 949-823-7947
Fax: 213-430-6407
E-mail: bwilliamson@omm.com

Ace Technology                     Inventory             $467,684
24B 4L, 451-3 Nonhyun-Dong
Namdong-Gu
Incheon, SOUTH KOREA
Attn: Soo Kim
Tel: 82-32-458-1235
Fax: 82-32-458-1518
E-mail: sooboy@aceteq.co.kr

Systems Integrators Inc.           Services              $432,250
15947 Frederick Road
PO Box 96
Lisbon, MD 21765
Attn: Amy Grose
Tel: (301) 854-5421, ext. 213
Fax: (410) 489-4606
E-mail: billing@systemintegrators.net

GMS Conference Ltd                 Services              $402,606
1000 Abernathy Road, Suite 450
Atlanta, GA 30328
Attn: Bernie Foxen
Tel: 678-736-2335
Fax: 678-736-2344
E-mail: BFoxen@gsma.com

Webex Communications, Inc.         Utilities             $398,879
16720 Collections Center Drive
Chicago, IL 60693
Attn: Chris Love
Tel: 615-324-4816
Fax: 408-435-7234
E-mail: matlove@cisco.com

Stradling Yocca Carlson & Rauth    Legal                 $359,167
660 Newport Center Drive,
Suite 1600
Newport Beach, CA 92660
Attn: Ken Casqueiro
Tel: 949-725-4048
Fax: 714-725-4100
E-mail: kcasqueiro@SYCR.com

Lambda Antenas                     Inventory             $357,731
CL Calabozo, 13, Nave 3
Zona Industrial
28108 Alcobendas
Madrid, SPAIN
Attn: MK
Tel: +34 91 6616 960
Fax: +34 91 6618 438
E-mail: mk@lambdaantenas.es

Verizon Business                   Utilities             $354,241
PO Box 371355
Pittsburgh, PA 15250-7355
Attn: Olivier N. Tireau
Tel: 714-941-2777
Fax: 325-949-6916

Sasco Electric                     Services              $301,665
PO Box 3887
Seattle, WA 98124-3887
Attn: Zaida DeAtley
Tel: 206-623-3427
Fax: 425-806-9797
E-mail: deatley@oles.com

Rimini Street, Inc.                Services              $239,111
7251 West Lake Mead Blvd.
Suite 300
Las Vegas, NV 89128
Tel: 888 870-9692
Fax: 702-839-9671

The Four Star Group                Services              $206,116
71 Marguerite Drive
Rancho Palos Ve, CA 90275-4476
Attn: Bill Patton
Tel: 310-480-5130
Fax: 310-541-8903
E-mail: BPatton@gores.com

Mentor Graphics                    Services              $205,843
PO Box 841886
Dallas, TX 75284-1886
Attn: Karen McLaughlin
Tel: 503-685-1858
Fax: 513-685-1920
E-mail: Karen_McLaughlin@mentor.com


PREFERRED PROPPANTS: Moody's Affirms 'B2' CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Preferred
Proppants to negative from stable and affirmed the B2 Corporate
Family Rating and B3-PD probability of default rating. At the same
time, Moody's affirmed the B2 rating on Preferred's $585 million
senior secured credit facilities.

Ratings Rationale

The change in outlook reflects the company's weaker than expected
operating results and liquidity profile as well as the need for
significantly improved operating results in the second half of
2013 to comply with the minimum EBITDA covenant of its amended
credit agreement. The company's weak operating results along with
elevated capital expenditures reduced its liquidity and compelled
the company to solicit equity contributions to prevent a violation
of its financial leverage covenant. The company was also forced to
pursue an amendment to its credit facility since it would have
likely breached one or more covenants in 2013. The amended credit
facility requires the company to achieve a minimum EBITDA
(excluding equity cures) in the second half of 2013 that would be
more than 2.0 times greater than that achieved in the second half
of 2012. Moody's expects the company to achieve improved results
in the second half of this year driven by reduced pricing
pressure, a lower amount of customer contract renegotiations,
higher shipments of resin coated product, increased production at
certain facilities and an increase in the number of distribution
points. However, it will be difficult to achieve the level of
EBITDA required by the new covenant. In addition, the company's
financial leverage covenant has been temporarily suspended, but
will return at the end of 2013 and provides for only one
additional equity cure.

Preferred Proppants' B2 corporate family rating reflects the
company's limited scale, elevated leverage, low liquidity, end
market concentration and near term execution risks. Management has
demonstrated some success in expanding its production capacity and
terminal network and introducing new products into the market.
However, cash flow visibility remains limited given uncertainty
around natural gas prices, the North American rig count and the
overall economic environment. The uncertainty surrounding cash
flow when combined with limited liquidity, high leverage and the
new EBITDA covenant requirements presents a greater credit
concern. These factors are somewhat balanced by the company's
strong operating margins, reduced capital spending plans, large
base of proven mineral reserves and the barriers to entry for
competitors.

The ratings would be considered for a downgrade if liquidity were
to tighten further or the company faced an unexpected decline in
pricing or volume due to a downturn in drilling activity resulting
in the adjusted leverage ratio remaining above 5.0x.

The ratings are not likely to experience upward pressure in the
short-term. However, the ratings would be considered for an
upgrade if the company grows organically, stays in compliance with
the covenants of the amended credit agreement, achieves an
adjusted leverage ratio below 5.0x and produces consistently
positive free cash flow.

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

Preferred Proppants, LLC headquartered in Radnor, PA, is a
producer of frac sand and proppant materials used predominately in
oil and gas drilling.


REAL MEX: Files Chapter 11 Case Dismissal Motion
------------------------------------------------
BankruptcyData reported that Real Mex Restaurants filed with the
U.S. Bankruptcy Court a motion to dismiss its Chapter 11
proceedings, except for Debtor Chevy's Restaurants.

The Debtors, according to the report, explain, "In order to
expedite the wind down process, the Debtors propose to dismiss the
cases of each Debtor at this time, except for the case of Chevys
Restaurants, LLC.  Chevys Restaurants remains involved in efforts
to complete the transfer of certain liquor licenses to the
Purchaser, which will require it to remain in chapter 11 for what
is expected to be a brief, additional period of time."

The Court scheduled a February 19, 2013 hearing on the matter.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REVOLUTION DAIRY: Files for Chapter 11 Protection
-------------------------------------------------
Delta, Utah-based Revolution Dairy, LLC and Highline Dairy, LLC,
filed bare-bones Chapter 11 petitions (Bankr. D. Utah Case No.
13-20770 and 13-20771) in Salt Lake City on Jan. 27, 2013.

The two companies have hired the law firm of Prince, Yeates and
Geldzahler as counsel and have paid the firm a $10,000 retainer.

Each of the Debtors estimated $10 million to $50 million in assets
and liabilities.


REVOLUTION DAIRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Revolution Dairy, LLC
        1240 South Milky Way Lane
        P.O. Box 848
        Delta, UT 84624

Bankruptcy Case No.: 13-20770

Chapter 11 Petition Date: January 25, 2013

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtors' Counsel: Michael N. Zundel, Esq.
                  PRINCE YEATES & GELDZAHLER
                  15 West South Temple, Suite 1700
                  Salt Lake City, UT 84101
                  Tel: (801) 524-1000
                  Fax: (801) 524-1089
                  E-mail: mnz@princeyeates.com

                         - and ?

                  George B. Hofmann, Esq.
                  PARSONS KINGHORN & HARRIS
                  111 East Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: gbh@pkhlawyers.com

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

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

Affiliate that simultaneously filed for Chapter 11 protection:

        Debtor                          Case No.
        ------                          --------
Highline Dairy, LLC                     13-20771
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Michael and Timothy Bliss, managers.

A. Revolution Dairy's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rabo AgriFinance, Inc.             Cattle and Feed     $15,400,000
4045 Street Cloud Drive, Suite 200
Loveland, CO 80538

Met Life                           Real Estate Loan    $10,788,572
10801 Maston Boulevard, Suite 930
Overland Park, KS 66210

IFA                                Feed                 $2,342,472
P.O. Box 30168
Salt Lake City, UT 84130

Delta Cache, LLC                   Feed                   $504,033
P.O. Box 387
Ogden, UT 84402

Harward Farms                      Feed                   $214,538

Ted King Cattle, Inc.              Heifer Cows            $135,600

Cargill Animal Nutrition           Minerals/Feed          $113,586

Lewi Legacy Farms, LLC             Feed                    $70,367

Elwin Johnson                      Feed                    $48,844

Dave Walker                        Feed                    $34,400

Jim Walker                         Feed                    $31,575

Steve's Tire & Oil, Inc.           Fuel                    $24,736

Howard Bassett                     Feed                    $20,938

Justin Louder                      Feed                    $20,517

Cache Commodities                  Feed                    $14,681

Phil Jensen                        Feed                    $14,420

Mike Rose                          Feed                    $12,945

Cook Martin Poulson, P.C.          Accounting Services     $12,904

Firmco Leasing                     Equipment Lease         $10,191

MWI Veterinary Supply              Vet Services             $7,254


B. Highline Dairy's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rabo Agrifinance, Inc.             --                  $15,400,000
4045 Street Cloud Drive, Suite 200
Loveland, CO 80538

Metlife Agriculture Investments    --                  $10,788,572
10801 Mastin Boulevard, Suite 930
Overland Park, KS 66210

Delta Cache, LLC                   --                     $444,067
279 South 500 West
Delta, UT 84624

Harward Farms                      --                     $408,187
1988 West Center Street
Springville, UT 84663

Ted King Cattle, Inc.              --                     $195,893

Dan Johnson                        --                     $180,227

Morgan Lovell                      --                     $158,034

Intermountain Farmers Association  --                     $109,165

Marion Anderson                    --                      $96,803

K.C. Farms                         --                      $86,400

4 L Ranch                          --                      $75,339

Swallow Ag LLC                     --                      $57,870

Bill Ashby                         --                      $43,318

Cargill Animal Nutrition           --                      $39,684

United Soil Science                --                      $35,707

JA Farms                           --                      $27,555

Kim Hanson                         --                      $22,549

Thomas Petroleum, LLC              --                      $18,802

Cook Martin Poulson, P.C.          --                      $17,348

Wells Fargo Financial Leasing      --                      $13,689


RG STEEL: Renco Group Sued over Pension Obligations
---------------------------------------------------
Sakthi Prasad, writing for Reuters, reported that the U.S. Pension
Benefit Guaranty Corp has sued Renco Group Inc for $97 million,
accusing it of trying to avoid the pension obligations of bankrupt
steelmaker RG Steel LLC, a court filing showed.

Renco Group, founded by New York billionaire Ira Rennert, had a
controlling interest in RG Steel, which had sponsored two pension
plans for about 1,350 people, the report related.  Last year,
Renco sold 24.5 percent of its ownership stake in RG Steel to an
affiliate of the New York-based investment firm Cerberus Capital
Management before the steelmaker filed for Chapter 11 protection,
according to the same report.

The Pension Benefit Guaranty Corp (PBGC) said in the court filing
that Renco had reduced its ownership stake in an attempt to free
itself from RG Steel's pension obligations, Reuters related. It
said in the filing that ownership of 80 percent or more in RG
Steel would have made Renco responsible for the steelmaker's
pension plans.  The $97 million in damages sought by the PBGC
includes the plans' unfunded benefit liabilities, unpaid minimum
funding contributions and termination premiums, Reuters added.

Renco, according to Reuters, is a private holding company that
makes long-term investments in companies across a range of
industries, including mining and steel. It and its subsidiaries
employ more than 20,000 people worldwide and have revenues in
excess of $5 billion annually, the filing showed.

"The facts will show that these claims are baseless," Andrew Shea,
a spokesman for Renco Group, told Reuters on Tuesday.

Reuters related that RG Steel filed for Chapter 11 bankruptcy
protection last May, saying it could not overcome the
deterioration of the steel market and would sell off the three
plants it had bought from Russian steelmaker Severstal for $1.2
billion.

The PBGC is a U.S. government agency that was created by the
Employee Retirement Income Security Act of 1974 to encourage the
continuation and maintenance of private-sector defined benefit
pension plans.  The PBGC is not funded by general tax revenues,
Reuters pointed out. It collects insurance premiums from employers
that sponsor insured pension plans, earns money from investments
and receives funds from pension plans it takes over.

The case is Pension Benefit Guaranty Corp vs The Renco Group et
al, Case No. 13-cv-621, U.S. District Court, Southern District of
New York.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Has Until April 26 to File Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended WP
Steel Venture LLC, et al.'s exclusive periods to file a proposed
chapter 11 plan until April 26, 2013, and to solicit acceptances
for that plan until June 25, respectively.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


SAN BERNANDINO, CA: Key Budget Officials Leave Posts
----------------------------------------------------
Tim Reid, writing for Reuters, reported that top budget officials
in crisis-hit San Bernardino, California, are quitting the city at
a crucial juncture in its quest to seek bankruptcy protection.

A rush to the doors in San Bernardino city hall threatens the
city's ability to qualify for Chapter 9 bankruptcy protection by
robbing it of the people with the experience to answer questions
from the court and creditors, the report said.  If those questions
are not answered, the judge could deny bankruptcy protection,
experts say, according to the report.

Reuters related that San Bernardino's interim city manager Andrea
Travis-Miller has quit and will start a new job on February 19;
the city's finance chief Jason Simpson is also expected to leave
soon; and the city's head of human resources has also quit, as has
its head of code enforcement.

According to Reuters, there are few other, if any, officials with
a deep understanding of the city's finances.  Their loss calls
into question whether San Bernardino has the ability to present a
viable plan to satisfy creditors, and a bankruptcy court, that it
should qualify for bankruptcy protection, the report noted.  All
parties meet in court on February 12 to argue that issue.

Losing its top two budget officials at such an important stage
will only add to San Bernardino's difficulties to achieve
bankruptcy protection, Karol Denniston, a municipal bankruptcy
expert with Schiff Hardin in San Francisco, told Reuters.  "This
is a situation with all the makings of a legal disaster, because
the expectations are that a judicial process can sort out the
unsortable," Denniston said.

"The court cannot determine (bankruptcy) eligibility if creditors
have not been given sufficient information. Now we have a lack of
staff. There is insufficient money," Denniston further said,
adding that the city has so far failed to come up with a
convincing bankruptcy plan.

Michael Sweet, an attorney with Fox Rothschild, told Reuters that
if there are not the people on the ground to provide information
about the city's finances, then outside experts will have to be
hired to tell the court exactly what the city's assets and
liabilities are.  "If they lose their staff, it will become very
expensive to find the answers to these questions," Sweet said.

                      About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SATCON TECHNOLOGY: Auction Scheduled for Feb. 4
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Satcon Technology Corp. will auction its business on
Feb. 4 under sale procedures approved by the U.S. Bankruptcy
Court in Delaware.  Bids are due Feb. 1.  A hearing to approve
sale will take place Feb. 5.

Jamie Santo of BankruptcyLaw360 reported that the bankruptcy judge
approved Satcon Technology's motion to expedite its sale process
and open its auction to piecemeal offers and liquidators, a
request made after the failure to land a stalking-horse bidder
short-circuited the solar-energy company's budget.

Boston-based Satcon had sought to either reorganize or sell itself
as a going concern at a late February auction, but was forced to
tighten its timetable and alter its aims after losing access to
the cash collateral that had funded its Chapter 11 case, the BLaw
report related.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SATCON TECHNOLOGY: Lazard Freres Approved as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Satcon Technology Corporation, et al. to employ Lazard Freres &
Co. LLC, and Lazard Middle Market LLC as investment banker and
financial advisor

LMM is expected to, among other things:

   -- advise the Debtors on the timing, nature and terms of new
      securities, and other consideration of other inducements to
      be offered pursuant to restructuring;

   -- advise and assist the Debtors in evaluating any potential
      financing transaction by the Debtors and contracting
      potential sources of capital as the debtors may designate
      and assist the Debtors in implementing the financing; and

   -- assist the Debtors in preparing documentation within LMM's
      area of expertise that is required in connection with any
      restructuring.

The Debtors agreed to pay LMM's fee structure, including, among
other things:

   1. a monthly fee of $100,000;

   2. a fee equal to $1.25 million, payable upon the consummation
      of a restructuring; and

   3. a fee equal to $1.25 million, if the Company consummates a
      sale transaction incorporating all or majority of the assets
      or all or a majority or controlling interest in the equity
      securities of the Company.

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

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SATCON TECHNOLOGY: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Satcon Technology Corporation and its affiliates filed with U.S.
Bankruptcy Court for the District of Delaware their respective
schedules, disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
Satcon Technology Corporation         $40,303,435   $57,165,582
Satcon Technology (Shenzhen) Co., Ltd.         $0            $0
Satcon International, S.R.O.                   $0            $0
Satcon Power Systems (California), LLC         $0            $0
Satcon Power Systems, Inc.                     $0   $19,626,972
Satcon Electronics, Inc.                       $0   $19,626,972

Satcon Technology Corp, the Debtor with the largest assets,
disclosed these figures in its schedules:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $40,303,435
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,626,972
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $37,538,610
                                 -----------      -----------
        TOTAL                    $40,303,435      $57,165,582

A copy of Satcon Tech's schedules is available for free at
http://bankrupt.com/misc/SATCON_SAL6.pdf

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SCHOOL SPECIALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Chapter 11 Debtor:   School Specialty, Inc.
                     W6316 Design Drive
                     Greenville, WI 54942
                     aka MCI
                         Worldly Wise 3000
                         Explode the Code
                         Spark
                         Abc School Supply
                         Education Essentials
                         Academy of Math
                         Broadhead Garrett
                         Academy of Reading
                         Korners for Kids
                         ShchoolPRO
                         Projects by Design
                         Educator's Publishing Service
                         Spire
                         Sitton Spelling
                         SchoolSmart
                         Classroom Select
                         AutoSkill

Petition Date:       January 28, 2013

Bankruptcy Case No.: 13-10125

Bankruptcy Court:    U.S. Bankruptcy Court
                     District of Delaware

Bankruptcy Judge:    Hon. Kevin J. Carey

Debtor's Counsel:    PAUL WEISS RIFKIND WHARTON & GARRISON LLP

                          - and -

                     Maris J. Kandestin, Esq.
                     Pauline K. Morgan, Esq.
                     YOUNG CONAWAY STARGATT & TAYLOR, LLP
                     Rodney Square
                     1000 North King Street
                     Wilmington, DE 19801
                     Tel: 302-571-6600

Debtor's Restructuring
Advisors:            ALVAREZ & MARSAL NORTH AMERICA LLC

Debtor's Investment
Bankers:             PERELLA WEINBERG PARTNERS LP

Debtor's Claim &
Noticing Agent:      KURTZMAN CARSON CONSULTANTS LLC

Total Assets (as of Oct. 27, 2012): $494,522,000

Total Liabilities (as of Oct. 27, 2012): $394,587,000

The petition was signed by David N. Vander Ploeg, the company's
Chief Financial Officer.

Affiliates that filed separate Chapter 11 petitions:

     Debtor                           Case No.
     -----                            --------
Delta Education, LLC                  13-10124
Bird-in-Hand Woodworks, Inc.          13-10126
Califone International, Inc.          13-10127
Childcraft Education Corp.            13-10128
ClassroomDirect.com, LLC              13-10129
Frey Scientific, Inc.                 13-10130
Premier Agendas, Inc.                 13-10131
Sax Arts & Crafts, Inc.               13-10132
Sportime, LLC                         13-10133


SEAWAY ENERGY: Shareholders Opt for Liquidation & Dissolution
-------------------------------------------------------------
Seaway Energy Services Inc. on Jan. 29 disclosed that its Board of
Directors has determined, after extensive and careful
consideration of potential strategic alternatives, that it is in
the best interests of the Company and its shareholders to
liquidate its assets and dissolve the Company.  In connection with
the liquidation and dissolution, which is subject to shareholder
approval, the Company intends to distribute to its shareholders
all available cash, except such cash as is required for paying or
making reasonable provision for known and potential liabilities
and other obligations of the Company.  Notwithstanding the
foregoing, until such time as shareholder approval is received,
the Company will continue to evaluate other opportunities that
have the potential of providing a superior return to its
shareholders.

Shareholder Approval

The Board has called its annual general and special meeting of
shareholders to be held at 10:00 a.m. (Calgary time) on February
28, 2013, in Calgary, Alberta, at which time the shareholders will
vote to approve by special resolution the voluntary liquidation
and dissolution of the Company in accordance with the Business
Corporations Act (Alberta), and the distribution of the net cash
assets to the shareholders.  The shareholder approval to the
aforementioned transactions will be sought and must be approved by
(i) special resolution of at least two-thirds of the votes cast by
shareholders present in person or by proxy at the Meeting, and
(ii) a majority of votes cast by shareholders other than certain
members of management (who are shareholders) pursuant to
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions.  At the Meeting, shareholders
will also be asked to approve by ordinary resolution the Company's
annual items of business (appointment of directors and auditors)
and the re-approval of the Company's stock option plan.

Notwithstanding the receipt of shareholder approval of the
winding-up of the Company at the Meeting, the Board will retain
the discretion not to proceed if it determines that the
liquidation and dissolution is no longer in the best interests of
the Company and its shareholders.  For example, if, prior to its
formal dissolution under the Business Corporations Act (Alberta),
the Company receives an offer for a transaction that will, in the
view of the Board, provide superior value to shareholders than the
value of the estimated distributions under the winding-up and
dissolution process, taking into account all factors that could
affect valuation, including timing and certainty of payment or
closing, proposed terms and other factors, the winding-up of the
Company could be abandoned in favor of such a transaction.

It is expected that the proxy materials, comprised of the notice
of meeting, management information circular (the "Circular") and
instrument of proxy, describing the proposed liquidation and
dissolution of the Company, together with the annual business
items, will be mailed on or about February 1, 2013 to those
shareholders who held the Company's common shares as of January
29, 2013.  Shareholders of the Company are encouraged to read the
Circular, as it will contain important information about the
liquidation and dissolution process, a copy of which will also be
available at http://www.sedar.comafter the proxy materials are
mailed to the shareholders in accordance with applicable law.

Reasons for the Dissolution

In reaching its decision that the liquidation and dissolution is
in the best interests of the Company and its shareholders, the
Board of Directors considered a number of factors.  The Circular
describes these factors, including the Company's previous
unsuccessful efforts to take the Company private, the Company's
declining revenues, the difficult economic environment in the oil
and gas service sector, the increasing expense of continuous
disclosure obligations and maintaining a stock exchange listing,
and the inability to identify a strategic merger or alliance
partner.  The Board and the Company's management determined that
it would not be advisable to continue the operations of the
Company, which are currently reducing the Company's liquidity on a
monthly basis.  Additionally, the Company's common shares have
recently traded on the TSX Venture Exchange ("TSXV") at
approximately the anticipated cash liquidation value of the common
shares.

Based on this information, the Board's business judgment of the
risks associated with continuing the business, the remote
possibility of the Company acquiring additional financing on
acceptable terms, if at all, or identifying a buyer or strategic
partner, the Board of Directors has concluded that distributing
the Company's net cash assets to its Shareholders would return the
greatest value to the Shareholders.

Dissolution Process and Distributions

Upon receipt of all required regulatory and shareholder approvals,
the Company will continue operations in order to complete all
work-in progress, but will cease taking on new service work.
After completion of all existing work, the Company will cease
normal business operations, except as may be required to
administer payables and accounts receivables, settle all
liabilities, distribute the remaining cash to shareholders and
wind-up the business and affairs of the Company.

The Company will be liquidated and dissolved in accordance with
the Business Corporations Act (Alberta).  The Company's
shareholders will receive the net cash proceeds of the liquidation
and dissolution in one or more distribution installments.
Instructions will be provided to shareholders describing the
procedures to be followed to effect the cash distributions.  The
amount of the distributions will be determined by the Board after
repayment of the Company's debt, reviewing tax and other potential
liabilities of the Company, including severance and termination
payments and costs relating to the winding-up process, which
liabilities are currently estimated to be approximately $792,835
and $931,631.  Although management of the Company believes that
the estimates of the liabilities set forth above are reasonable
based on information currently available to the Company, the
actual amounts of such liabilities after completion of the
winding-up may differ materially from the estimates presented
above, thereby affecting the amount of cash available to be
distributed to shareholders.  The Board is not currently aware of
any material items that could give rise to unforeseen tax
liabilities or other liabilities or costs which would materially
reduce the amount of cash available for distribution to
shareholders, but there is no assurance that this will remain the
case.

Prior to the actual dissolution and distribution of cash by the
Seaway however, clearance certificates and a dissolution consent
must be obtained from the Canada Revenue Agency ("CRA").  As this
process is expected to take some time beyond the Meeting, Seaway
expects to submit its request for these approvals from CRA in
advance of the Meeting.

Further details regarding the timing of, and amount of funds
available for distribution to shareholders upon completion of the
winding-up process, and payment of the liabilities of the Company
will be provided in a subsequent press release(s).

TSXV Listing

The Common Shares currently trade on the TSXV.  If the requisite
shareholder and regulatory approval is received, the Company will
take the appropriate steps, following the determination of a
record date for those shareholders of the Company eligible to
receive the distribution(s) on dissolution, to voluntarily delist
from the TSXV.

Seaway Energy Services Inc. is an oil and gas service company
based in Calgary, Alberta.


SOUTH PLAINFIELD: Meeting to Form Creditors' Panel on Feb. 13
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 13, 2013, at 2:30 p.m. in
the bankruptcy case of South Plainfield Transfer & Recycling
Corporation.  The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

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

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

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

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

South Plainfield Transfer & Recycling Corporation filed a Chapter
11 petition (Bankr. D. N.J. Case No. 13-10605) on Jan. 11, 2013 in
Trenton, New Jersey, Daniel Stolz, Esq. of Wasserman, Jurista &
Stolz at Millburn, serves as counsel to the Debtor.  The Debtor
estimated up to $1,247,319 in assets and up to $1,859,394 in
liabilities.


SPIRIT REALTY: S&P Puts 'B' CCR on Creditwatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Spirit Realty Capital Inc. (Spirit) on CreditWatch with
positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

If the transaction proceeds as currently structured and Spirit's
FCC improves post-merger as S&P currently expects, it would remove
the ratings from CreditWatch and raise them shortly after closing
(most likely by one notch).  The parties expect the merger to
close during the third quarter of 2013.


STG-FAIRWAY: S&P Assigns Prelim. 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'B' corporate credit rating to St. Petersburg, Fla.-
based STG-Fairway Acquisitions Inc. (doing business as First
Advantage Corp.).  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue rating to
the proposed first lien credit facility, which includes a
$40 million revolver due 2018 and a $300 million term loan due
2019.  The preliminary recovery rating is '3', which indicates
S&P's expectation of meaningful recovery (50% to 70%) for first
lien creditors in the event of a payment default or bankruptcy.
S&P is not rating the proposed $125 million second lien term loan
due 2019.  The preliminary corporate credit and issue rating are
subject to review of final documentation upon completion of the
financing.

S&P estimates the company will have about $425 million in reported
debt outstanding following the transaction.

"The ratings on First Advantage reflect our assessment that the
company's business risk profile will remain "vulnerable" because
the company has a narrow business focus in a highly fragmented
industry with intense pricing pressure," said Standard & Poor's
credit analyst Brian Milligan.

In addition, integration risks exist with an acquisition of this
size, and future growth opportunities are limited without the
pursuit of additional acquisitions.  The ratings also reflect
S&P's assessment that the company's financial risk profile is
"highly leveraged," based on its forecast for credit ratios to
remain weak, S&P's opinion that financial policy is "aggressive,"
and its view that liquidity is "adequate."


SUPERMEDIA INC: S&P Lowers Corporate Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on SuperMedia Inc. to 'CCC' from 'CCC+'.  The rating
outlook remains negative.

"The downgrade reflects our view that the company has sufficient
lender support to effectively pursue a prepackaged
reorganization," said Standard & Poor's credit analyst Chris
Valentine.

It also reflects S&P's expectation, given the large lender group
and the diversity of lender interests, that the company may not
get support from all of its lenders to amend its credit agreement
out-of-court.  If SuperMedia files for bankruptcy, S&P would lower
its corporate credit rating to 'D' and reassess the corporate
credit rating, business risk, and financial risk of the combined
company after emergence.

The 'CCC' corporate credit rating on Dallas-based SuperMedia Inc.
reflects Standard & Poor's Ratings Services' view of the company's
strong motivation to use the bankruptcy court to complete its
proposed merger with Dex One, and S&P's assessment of its business
risk profile as "vulnerable" and financial risk profile as "highly
leveraged."  Furthermore, the rating reflects continued structural
and cyclical decline in the print directory sector, increased
competition from online and other distribution channels as small
business advertising expands across a greater number of marketing
channels, and the potential for additional subpar debt
repurchases.  S&P's management and governance assessment is
"fair."

SuperMedia is a leading provider of print and digital marketing
services to small business customers.  S&P expects the company to
remain under pressure as a result of increased competition for
small businesses' advertising dollars and an ongoing shift toward
online advertising.  SuperMedia's reliance on traditional print
advertising raises its vulnerability to this shift.  It also
competes with major search engines, such as Google, Yahoo!, and
Bing, and a growing number of local online shopping-related sites,
including industry-specific online websites, such as
ServiceMagic.com.  Moreover, SuperMedia has not been able to
convert a significant portion of its print customers into digital
customers.  As a result, its advertising sales continue to
contract at a double-digit percentage rate.  Consumers' ongoing
shift away from use of printed yellow pages could impair
SuperMedia's ability to maintain or increase future advertising
prices.


SUPERVALU INC: Moody's Assigns 'B1' Rating to New Term Loan
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to SUPERVALU Inc.'s
proposed new $1.5 billion senior secured term loan. Moody's also
affirmed SUPERVALU's B3 Corporate Family Rating and changed the
rating outlook to stable from negative. In addition, Moody's
placed the ratings of American Stores Company senior unsecured
notes (all tranches) on review for upgrade and New Albertson's
Inc.'s senior unsecured notes (all tranches) on review with
direction uncertain. NAI is a wholly owned subsidiary of SUPERVALU
and ASC is a wholly owned subsidiary of NAI.

SUPERVALU has reached an agreement to sell all of the stock of NAI
to AB Acquisition LLC, an affiliate of a Cerberus-led investor
consortium. The sale includes its Albertsons, Acme, Jewel-Osco,
Shaw's and Star Market stores and related Osco and Sav-on in-store
pharmacies. As part of the transaction AB Acquisition LLC will
assume approximately $2.0 billion of senior unsecured debt at NAI,
about $467 million of senior unsecured debt at ASC as well as
approximately $800 million of capital leases. Concurrently with
the sale, another Cerberus-led consortium, Symphony Investors,
will conduct a tender offer of up to 30% of SUPERVALU's
outstanding shares at a price of $4.00 a share. The sale is not
subject to approval by SUPERVALU shareholders.

The proposed term loan will be secured by real estate, equipment
and the stock of Moran Foods, LLC (aka Save-A-Lot), a wholly owned
subsidiary of SUPERVALU and will refinance the company's existing
term loan and SUPERVALU's $490 million senior unsecured notes due
2014. As part of the transaction SUPERVALU intends to also replace
its existing $1.65 billion ABL revolving credit facility with a
$900 million ABL revolving credit facility. The rating on
SUPERVALU's existing senior secured term loan and $490 million
senior unsecured notes will be withdrawn upon closing of the
transaction.

All ratings are subject to the closing of the proposed transaction
and review of final documentation.

Ratings Rationale

"SUPERVALU's proposed sale of the majority of its retail grocery
business is a positive development as it will improve the business
mix of the remaining company, significantly reduce its exposure to
the highly competitive and challenging traditional retail grocery
business and will lower debt levels," Moody's Senior Analyst
Mickey Chadha stated. "However, the company's remaining businesses
continue to face challenges as evidenced by the continuing decline
in identical store sales for the company's Save-A-Lot stores and
the margin erosion for its independent business which together
will account for about seventy percent of the company's proforma
sales and EBITDA," Chadha further stated.

The B3 Corporate Family Rating reflects SUPERVALU's weak operating
performance vis-a-vis its peers and Moody's expectation that
revenue and profit declines will continue in the near to medium
term and credit metrics will remain weak. The rating also reflects
the execution risk associated with new management's turnaround
strategy including the company's continuing price investment
strategy. The weak economic environment and strong competition
from alternative food retailers is expected to continue to weigh
on consumer spending behavior and will continue to pressure
pricing. Ratings are supported by SUPERVALU's overall size in food
retailing and distribution, the relative stability of the
company's independent (primarily wholesale distribution) business
and the potential for improved profitability and growth in the
long term through leveraging fixed costs of the distribution
operation and catering to a growing segment of thrifty consumers
through the Save-A-Lot segment.

The review for upgrade of ASC senior unsecured notes and the
review with direction uncertain of NAI senior unsecured notes will
focus on the final capital structure, projected credit metrics,
liquidity and overall risk profile of AB Acquisition LLC. The
review for upgrade of the ASC notes will also focus on the
proposed escrow agreement between SUPERVALU and ASC under which
SUPERVALU's guarantee of the senior unsecured notes of ASC will be
secured with cash in an escrow account in an amount equal to the
total principal outstanding of these notes. The use of the escrow
will be limited to principal payments and open market purchases of
these notes.

The following ratings are affirmed and LGD point estimates
updated:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

SUPERVALU Inc. Senior Unsecured Debt (all tranches) at Caa1
(LGD5, 76%) from (LGD5, 71%)

The following rating is affirmed and will be withdrawn upon
closing:

SUPERVALU Inc. $850 million senior secured term loan maturing
2019 at B1 (LGD2, 26%)

SUPERVALU Inc. $490 million senior unsecured notes at Caa1
(LGD5, 71%)

The following rating is assigned:

SUPERVALU Inc. proposed $1.5 billion senior secured term loan
maturing 2019 at B1 (LGD3, 33%)

The following ratings are placed on review with direction
uncertain:

New Albertson's Inc. Senior Unsecured Debt (all tranches) at
Caa1

The following ratings are placed on review for upgrade:

American Stores Company Senior Unsecured Debt (all tranches) at
Caa1

The following ratings are withdrawn:

SUPERVALU Inc. Senior Unsecured Shelf and MTN programs at (P)
Caa1 (LGD5, 71%)

New Albertson's Inc. Senior Unsecured Shelf and MTN programs at
Caa1 (LGD5, 71%)

SUPERVALU's stable rating outlook reflects the significant
reduction in its exposure to its underperforming and highly
challenging retail grocery segment. Post-sale SUPERVALU's
traditional grocery retail business is expected to decline to less
than 30% of total sales from about 65%, with the independent
(wholesale distribution) business and the Save-A-Lot segment
accounting for about 70% of its pro forma sales and pro forma
EBITDA, respectively. The stable outlook also reflects the less
capital intensive nature of SUPERVALU's remaining businesses, and
lower proforma debt levels, multiemployer pension plan (MEPP)
liabilities, and future MEPP contributions. The outlook also
incorporates Moody's expectation that new management's strategic
initiatives will improve SUPERVALU's profitability and credit
metrics in the long term by leveraging fixed costs of its
independent business.

Ratings could be upgraded if the company's strategic initiatives
gain traction and result in a reversal of earnings declines and
identical store sales while maintaining the quality of its store
base, and a sustained strengthening of its liquidity and credit
metrics. A ratings upgrade will also require sustained debt/EBITDA
below 5.25 times and sustained EBITA/interest over 1.75 times.

Ratings could be downgraded if revenues, margins or profitability
continue to erode or operational missteps result in a weakening of
the liquidity or business profile. Ratings could also be
downgraded if there is evidence of further deterioration in
SUPERVALU's market position as demonstrated by sustained decline
in identical store sales and margins. A downgrade could also occur
if debt/EBITDA is sustained above 6.0 times or EBITA/interest is
sustained below 1.25 times.

SUPERVALU Inc., is headquartered in Eden Prairie, Minnesota and
proforma for the proposed sale of majority of its retail grocery
stores it will have about 1,520 stores, including 1,329 Save-A-Lot
stores of which 946 are licensed to third party-operators.
SUPERVALU also has a food distribution business serving over 1,950
independent grocery stores in addition to its own stores. The
company's proforma annual sales will be approximately $17 billion.

The principal methodology used in rating SUPERVALU Inc. was the
Global Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


TALOS PRODUCTION: Moody's Assigns 'B3' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Talos Production LLC and a Caa1 rating to its proposed
$300 million senior unsecured notes issue due 2018, which is being
co-issued by Talos Production Finance Inc. This is the first time
that Moody's has rated Talos. The outlook is stable.

Talos is owned by funds affiliated and controlled by Apollo Global
Management, LLC and Riverstone Holdings LLC. Net proceeds from the
proposed notes offering will be used to fund a portion of Talos's
pending acquisition of oil and gas properties (Energy Resource
Technology GOM or ERT) located in the Gulf of Mexico (GoM), from
Helix Energy Solutions Group, Inc (Helix, B1 stable).

"Talos's B3 CFR incorporates its small scale compared to many of
its E&P peers, asset concentration in and challenges of operating
in the GoM especially deepwater, execution risk, and short reserve
life," commented Saulat Sultan, Moody's Vice President. "However,
its B3 CFR benefits from an "oily" production and reserves
profile, its status as operator on assets generating over 90% of
its third quarter 2012 average daily production, strong cash flow
generation, and experienced management team with a focus on growth
and reinvestment under the new ownership."

Rating Assignments:

  Corporate Family Rating of B3

  Probability of Default Rating of B3-PD

  $300 million Senior Unsecured Notes due 2018, Rated Caa1 (LGD
  5, 73%)

Ratings Rationale

The B3 CFR is restrained by Talos's small scale (production and
reserves) compared to most B3 rated E&P peers and other GoM
operators, as well as by its high asset concentration in the GoM.
Two deepwater fields account for approximately 45% of the
company's PV-10 (not including the recent Wang deepwater
discovery). The inherent operational, geological, regulatory, and
weather-related challenges and high plugging and abandonment costs
in the GoM are additional constraints on Talos's ratings.

Talos's B3 CFR also reflects the company's liquids-focused
portfolio that benefits from premium pricing based on the
Louisiana Light Sweet (LLS) benchmark. Further supporting the
rating is Talos's strong cash flow generation bolstered by a
robust hedging plan expected to be in place shortly after closing,
manageable debt levels and focused capital investment plan. The
new management will have a greater growth focus and better access
to new seismic data than prior owner Helix did and has a
successful track record of operating in the GoM and the Gulf
Coast, through two prior private-equity backed businesses.

Talos is expected to have good liquidity through 2013, reflecting
its strong cash flow generation that is sufficient to cover its
debt service obligations and capital expenditures. The company
also has a committed $500 million senior secured revolving credit
facility with a borrowing base of $275 million which will be
partially drawn at closing but is expected to be largely unused in
2013 (except for surety and bonding requirements to the Bureau of
Ocean Energy Management or BOEM that are not expected to exceed
$75 million in letters of credit). Talos is expected to be well
within the maintenance covenant of consolidated total debt of 3.5x
or less under its revolving credit facility but there are no
alternative sources of liquidity as substantially all assets are
pledged as security under the revolver.

The Caa1 ratings on the proposed $300 million senior unsecured
notes reflect both the overall probability of default of Talos, to
which Moody's assigns a PDR of B3-PD, and a loss given default of
LGD5-73%. The size of the senior secured revolver's priority claim
relative to the senior unsecured notes results in the notes being
rated one notch beneath the B3 CFR under Moody's Loss Given
Default Methodology.

The stable outlook is predicated on Talos achieving its targets
for production and reserves growth and generating strong free cash
flow in 2013 and beyond.

Increasing scale over time, with average daily production
approaching 30,000 b/d and PD reserves approaching 50 MMBoe,
improved geographic diversity, and longer reserve life would be
supportive of a higher rating, provided these are achieved without
meaningful deterioration in leverage metrics.

The rating could be downgraded if Talos is unable to execute its
production and reserves' growth strategy. Sustained debt /
production above $30,000 per boe or debt / PD above $18 per Boe,
or a meaningful deterioration in liquidity could also result in a
downgrade.

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

Talos Production LLC is headquartered in Houston, Texas.


THOMAS A. PIZZA: Must File Plan by Feb. 15 or Face Dismissal
------------------------------------------------------------
Bankruptcy Judge David E. Rice approved a stipulation between
chapter 11 debtors, Thomas A. Pizza and Pizza Bros., Inc., and the
U.S.Trustee, which accord requires the Debtors to file a Joint
Plan and a Joint Disclosure Statement by Feb. 15, 2013.  The
Debtors also commit to file monthly operating reports for the
months of September (including August 26-31) 2012 through January
2013 by Feb. 15.  The Debtors agree that, should they fail to meet
these deadlines, the cases may be dismissed without further notice
or hearing, upon certification by a party in interest or the
U.S.Trustee.  If the cases are dismissed, the parties agree that
the provisions of Section 109(g) apply.

A copy of the Jan. 25-dated Stipulation is available at
http://is.gd/UrBY05from Leagle.com.

Thomas A. Pizza and Pizza Bros., Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Md. Case Nos. 12-25632 and
12-25633) last year.  They are represented by John C. Gordon,
Esq., in Severna Park, Md.


THQ INC: Sales of Game Titles Formally Approved
-----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
the sale of THQ's assets for a total of $72 million.

THQ held a 22-hour auction with 10 bidders who made offers for the
entire business and individual titles.  When the dust cleared,
several parties won the auction for select assets of the Debtor:

  Asset               Buyer
  -----               -----------
Company of Heroes     Winning Bidder: Sega Corp., $26.6 million;
                      Backup Bidder: Zenimax Media Inc., $26.3MM

1666 and Underdog     Winning Bidder: Ubisoft, $2.5 million;
                      Backup Bidder: None

Metamorphosis aka
Evolve                Winning Bidder: Take-Two, $10.9 million;
                      Backup Bidder: Turtle Rock Studios, $250,000


Saints Row            Winning Bidder: Koch Media GmbH, $22.3-mil.;
                      Backup Bidder: Ubisoft LLC, $5.4 million

Homefront and
Homefront 2           Winning Bidder: Crytek GmbH, $554,000
                      Backup Bidder: None

Metro 2033 and
Metro 2034            Winning Bidder: Koch Media, $5.88 million,
                      Backup Bidder: Ubisoft LLC, $5.17 million

South Park:
The Stick of Truth    Winning Bidder: Ubisoft, $3.66 million

                         About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


TNS INC: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to TNS, Inc. as well as a B1 rating for both the proposed
$540 million first lien term loan and $50 million revolving credit
facility. The $100 million second lien term loan was assigned a
Caa1. The rating outlook is stable.

Proceeds from the first and second lien term loan, $12 million of
balance sheet cash, and $256 million in cash equity is expected to
be used to fund the acquisition of TNS by an investor group led by
Siris Capital Group, LLC. The transaction is expected to close in
mid-February, subject to customary regulatory approval.

See below for a list of the company's ratings:

  Issuer: TNS, Inc.

   Corporate Family Rating, Assigned B2

   Probability of Default Rating, Assigned B2-PD

   $540 million First Lien Term Loan B due 2020, Assigned a B1
   (LGD 3, 43%)

   $50 million Revolving Credit Facility due 2018, Assigned a B1
   (LGD 3, 43%)

   $100 million Second Lien Term Loan due 2020, Assigned a Caa1
   (LGD 6, 92%)

Outlook, stable

Ratings Rationale

TNS' B2 CFR reflects the company's evolving mix of both mature and
new growth products and services in addition to its relatively
small size compared to competitors in the telecommunications
service industry. The rating also reflects the decline in wireline
usage that is negatively impacting its directory and network
access products as well as the need to offer price concessions for
some services at contract renewal. Leverage pro-forma for the
transaction is expected to be 4.8x (including Moody's standard
adjustments for lease expenses). While Moody's expects revenues to
be down in the low single digits in 2013, Moody's anticipates that
cost savings will offset revenue declines so that EBITDA will be
relatively flat.

TNS benefits from its strong free cash flow generation which
should improve going forward as capex spend declines due to the
completion of investments in new services. The rating also
receives support from the company's diversified operations in
telecom, payment, and financial services as well as its
geographically diverse operations in North America, Europe, and
Asia. Its Cequint mobile caller ID and card-not-present gateway
products are expected to be a source of revenue growth which will
be needed to offset declines in other mature products and
services.

Liquidity is expected to be good due to its strong free cash flow
which Moody's expects to be just under 10% of debt in 2013. The
company is also expected to have full availability of its $50
million revolver as well as available cash balances. The interest
coverage ratio is expected to be over 3x over the investment
horizon.

The rating outlook is stable as growth from new products and
services are anticipated to offset declines in its more mature
operations over time. Cost saving opportunities could also provide
stability to the outlook. Leverage is expected to decline modestly
over the investment horizon as EBITDA margins improve.

Consistent growth in revenue and EBITDA that lead to leverage
levels below 4x on a sustainable basis could lead to an upgrade.
Although, Moody's would have to feel confident that the private
equity owners were committed to maintaining a lower leverage
profile on a long term basis.

Declines in revenue and EBITDA due to technological change,
competition, or operational issues that caused debt to EBITDA to
increase above 5.75x could lead to a downgrade. Debt funded
acquisitions or dividends that caused leverage to exceed the 5.75x
level could also lead to a downgrade.

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

TNS, Inc. (TNS) is a provider of data communications and
interoperability solutions services with operations in its
Telecommunication Services, Payment Services, and Financial
Services division. It provides products and services in North
American, Europe and Asia. For the last twelve months ended
September 30, 2012 total revenues for TNS were approximately $553
million.


TNS INC: S&P Lowers Corp. Credit Rating to 'B+', Off Creditwatch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on TNS Inc. to 'B+' from 'BB-', and removed the rating from
CreditWatch, where it was placed with negative implications on
Dec. 11, 2012.  The outlook is stable.

"At the same time, we assigned a 'BB-' issue-level and '2'
recovery ratings to TNS' proposed $590 million first-lien senior
secured credit facilities, which consist of a $540 million term
loan due 2020 and a $50 million revolving credit facility due
2018.  The '2' recovery rating on this debt indicates our
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  In addition, we assigned our 'B' issue-level
and '5' recovery ratings to the proposed $100 million second-lien
term loan due 2020.  The '5' recovery rating on this debt
indicates our expectation for weak (10% to 30%) recovery in the
event of a payment default.  The company will use proceeds of the
first- and second-lien term loans, along with an equity cash
consideration of $256 million, to purchase existing TNS equity,
refinance existing TNS debt, and pay transaction fees and
expenses," S&P said.

"The downgrade of the corporate credit rating on Reston, Va.-based
data communications provider TNS Inc. reflects Standard & Poor's
Ratings Services' view of the company's 'weak' business risk
profile and 'aggressive' financial risk profile following the
transaction," said Standard & Poor's credit analyst Michael
Weinstein.  The downgrade reflects the company's new private
equity ownership, and adjusted leverage of around 5x as of
Sept. 30, 2012, pro forma for the buyout transaction, and
including the present value of operating leases, which amounted to
an additional $93 million of debt.  In conjunction with the buyout
transaction, the company has outlined several cost-cutting and
containment initiatives, including capital spending reductions,
network grooming initiatives, and other organizational changes.
The company believes that it can cut between $12.5 million and
$15 million in the first year after the buyout, with a goal of
$30 million to $45 million of annual run-rate cash savings within
three years.  While we view the cash-saving opportunities as
largely attainable, we recognize that these initiatives could
disrupt business operations if the program is not managed
properly," S&P added.

The stable outlook reflects S&P's expectation that TNS will use
the majority of FOCF to repay debt over the next year, resulting
in leverage in the high-4x area by the end of 2013.  At the same
time, the outlook takes into account S&P's belief that price
concessions will continue over the next year in the
telecommunication services segment, and the continued weak
domestic economic recovery will constrain transaction volumes in
the payments segment.

Given the company's private equity ownership and the increased
likelihood for a recapitalization over the next few years, S&P
considers an upgrade unlikely under the current ownership
structure.

Conversely, a downgrade is unlikely in the immediate future given
the expected deleveraging financial policy.  Barring a debt-funded
acquisition or recapitalization that would lower FFO to debt to
below 12% and sustain leverage above the 5x-area, S&P is to lower
the ratings given its current outlook on the business.


TORCH ENERGY: To Begin Trading on OTC Markets Today
---------------------------------------------------
Torch Energy Royalty Trust disclosed that the Trust's units will
begin trading on the OTC Markets commencing at market open today,
Wednesday, January 30, 2013 under the new symbol "TRRU".  Trading
of the Trust's units on the New York Stock Exchange under its old
symbol of "TRU" will be suspended at the opening of business on
the same date.  Investors will be able to view the Real Time Level
II stock quotes on the OTC for TRRU at
http://www.otcmarkets.com/stock/TRRU/quote

As previously announced, the Trust received notice from NYSE
Regulation, Inc. that NYSE Regulation had determined to delist the
Trust's units from the NYSE, with trading of the units to be
suspended prior to the opening of NYSE trading on Wednesday,
January 30, 2013.

The Trust was terminated by a vote of the unitholders in January
2008.  The Trust is currently in the wind up and liquidation
period.  Under the Trust Agreement, upon termination of the Trust,
the remaining assets of the Trust are to be sold and the proceeds
distributed to the unitholders.  The assets of the Trust are Net
Profits Interests that burden oil and gas properties located at
Chalkley Field in Louisiana and fields that produce from the
Cotton Valley and Austin Chalk formations in Texas.  In December
2011, following a public auction for such interests, the Trust
sold its net profits interests associated with the oil and gas
properties at the Robinson's Bend Field in the Black Warrior Basin
to Robinson's Bend Production II, LLC.  All of the remaining Net
Profits Interests of the Trust are currently being marketed for
sale.

                About Torch Energy Royalty Trust

Headquartered in Wilmington, Detroit, Torch Energy Royalty Trust
(NYSE:TRU) -- http://www.torchroyalty.com/-- was formed pursuant
to a trust agreement among Wilmington Trust Company, as trustee,
Torch Royalty Company, Velasco Gas Company Ltd. and Torch Energy
Advisors Incorporated as grantor.  TRC and Velasco contracted to
sell the oil and gas production from certain oil and gas
properties to Torch Energy Marketing Inc., a subsidiary of Torch,
under a purchase contract.  TRC and Velasco receive payments
reflecting the proceeds of oil and gas sold and aggregate these
payments, deduct applicable costs and make payments to the Trustee
each quarter for the amounts due to the Trust.  The Underlying
Properties constitute working interests in the Chalkley Field in
Louisiana, the Robinson's Bend Field in the Black Warrior Basin in
Alabama, Cotton Valley formations in Texas and Austin Chalk
formation in Texas.


TULSEQUAH CHIEF: Mine Proposal Faces Risks, Says RWB
----------------------------------------------------
Rivers Without Borders on Jan. 29 said that despite Chieftain
Metals' claims of "robust" results from a new feasibility study,
the Tulsequah Chief mine proposal continues to face significant
risks, uncertainties, delays and opposition.  A Technical Report
summarizing the results of the feasibility study, released on
January 25, notes a number of major uncertainties, risks and
assumptions.

"I can't see how Chieftain can conclude this project is viable
given the low internal rate of return, the lack of proven mineral
reserves, uncertainties about how much metal can be recovered from
the ore, a lack of smelters that can process concentrates
containing significant impurities, and the project's sensitivity
to changes in prices and costs," said Chris Zimmer of Rivers
Without Borders.  "Most mine proposals at this stage have at least
some proven reserves and higher return rates.  Given the
optimistic nature of the feasibility study in general, this is a
recipe for another bankruptcy."

The Technical Report is based on several optimistic predictions,
including high long-term prices for metals and a timely agreement
with the Taku River Tlingit First Nation.  It also leaves out some
key information.

"Given the importance of community support and social license in
B.C., it is odd that the Technical Report makes no mention of the
formal opposition to the project the Taku River Tlingit First
Nation announced in November," said Zimmer.

There has not been a feasibility study for the mine proposal with
road access since 1995 that indicated the Tulsequah Chief project
is economically viable.  Two studies started since then were
stopped when they did not show favorable results. The latest
partial feasibility study, in 2008, indicated capital costs of
over $500 million.  Previous attempts to re-open the Tulsequah
Chief by Redcorp ended in bankruptcy in 2009, resulting in losses
to secured creditors of approximately $100 million and to
investors of nearly $190 million.

In February 2012, Rivers Without Borders released a report
documenting the flaws, uncertainties and risks in Chieftain's June
2011 Preliminary Economic Analysis for the project.  Rivers
Without Borders will soon release a detailed analysis of the new
Technical Report.  An initial review reveals the following risks,
uncertainties and missing information:

-- Mineral resources are only "inferred" or "indicated", not the
more certain "measured". The mineral reserve is designated as
"probable", not the more certain status of "proven";

-- The probable mineral reserves have been calculated based on
high sustained metal prices;

-- The low internal rate of return means the project is extremely
sensitive to increased costs or lower metals prices;

-- There is no mention of the implications of the recent
announcement that the Taku River Tlingit First Nation opposes the
proposed project;

-- There is no mention that Chieftain is in violation of the
Letter of Understanding it signed with the Taku River Tlingit or
that the Impacts, Mitigations and Mutual Benefits Agreement talks
between Chieftain and the Taku River Tlingit have failed to reach
any agreement and have apparently broken down;

-- Tests have yet to be completed to establish the best way to
extract metals from the ore;

-- There are no contracts with smelters yet. Arsenic in the ore
makes it unmarketable in China;

-- Potential liabilities from earthquakes and avalanches are
underestimated; and

-- Reclamation and closure costs do not include any costs for
long-term water treatment, if needed.

"There is little margin for error here; if metal prices don't go
up enough or costs go up or smelters won't take the concentrates,
for example, then the project could be in real jeopardy," said
Zimmer. "Chieftain thought that the Interim Water Treatment Plant
operating costs would be about $1 million per year, but actual
costs were four times that, which calls into question the
credibility of other estimates."

The controversial proposed Tulsequah Chief mine is located on a
major tributary of the Taku River in northwest British Columbia,
near the Alaska border.  The Taku is the region's number one
salmon river.  Alaskans continue to raise numerous concerns about
the Tulsequah Chief project related to impacts on salmon and
salmon habitat.

Rivers Without Borders is a project of Tides Center.


US TOOL: Meeting to Form Creditors' Panel on Feb. 3
---------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 5, 2013, at 1:30 p.m. in
the bankruptcy case of US Tool & Engineering, LLC.  The meeting
will be held at:

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

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

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

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

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

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Lawyers at Richards, Layton & Finger, P.A.,
serve as Revstone's counsel.  In its petition, Revstone estimated
under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.  Duane David Werb, Esq., at
Werb & Sullivan, serves as the 2013 Debtors' bankruptcy counsel.
Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.
The petitions were signed by George S. Homeister, chairman.


VELATEL GLOBAL: Amends Purchase Agreement with Ironridge
--------------------------------------------------------
VelaTel Global Communications, Inc., entered into an Amendment to
Stock Purchase Agreement with Ironridge Technology Co., a division
of Ironridge Global IV, Ltd.  The Purchase Agreement Amendment
amended the terms of the Stock Purchase Agreement between the
Company and Ironridge dated Dec. 14, 2012, to provide that
Ironridge may not assign any or all of its rights under the
Purchase Agreement.  A copy of the Amended Agreement is available
for free at http://is.gd/xK94sh

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $21.55
million in total assets, $26.54 million in total liabilities and a
$4.99 million total stockholders' deficiency.


VITRO PACKAGING: Opposes Noteholders' Bid for Dismissal, Lift Stay
------------------------------------------------------------------
Alejandro Francisco Sanchez Mujica and Javier Arechavaleta Santos,
as foreign representatives of Vitro Packaging de Mexico S.A. de
C.V., objected to a bid by noteholders to lift the automatic stay
or dismiss the Chapter 15  case of Vitro Packaging.

According to the foreign representatives, the Ad Hoc Group of
Noteholders is seeking extraordinary relief that would strip VPM
of the protections of Chapter 15 and thwart its reorganization in
Mexico.  The result is in no way required, or even supported, by
the decision of the U.S. Court of Appeals for the Fifth Circuit
affirming the Court's denial of the motion of VPM's parent, Vitro,
S.A.B. de C.V., for an order enforcing its Mexican plan of
reorganization in the United States.

The Foreign Representatives add that the allegations of the Ad Hoc
Group asserts that VPM and its affiliates have participated in
"secret transactions" and "fraudulent transfers," are
unsubstantiated.

Ad Hoc Group, in their motion, asserted that although the
noteholders hold valid guaranty claims against VPM, they will not
receive any distribution on account of the claims under any plan
approved in Mexico.  Nevertheless, the automatic stay prevents the
Noteholders from recovering against the more than $100 million of
assets that VPM has in the United States.

"The automatic stay stay serves no legitimate purpose.  It merely
frustrates and delays VPM's creditors, and visits substantial
hardship on the Notehodlers with every passing day," the Foreign
Representatives argue.

The U.S. Bank National Association, as Indenture Trustee (as
successor to Wachovia Bank, National Association) joins in the
motion of the Ad Hoc Group, stating that the automatic stay serves
no legitimate purpose and the Court must lift the stay in its
entirety to permit creditor recovery efforts to commence.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


VWR FUNDING: Moody's Assigns 'B1' Rating to Term Loan B
-------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed US
dollar and euro denominated senior secured term loan B offerings
of VWR Funding, Inc. The proceeds of the new loans will be used to
repay the existing senior secured loans maturing in 2014. All
other ratings remain unchanged, including the B3 Corporate Family
Rating and B3-PD Probability of Default Rating. The rating outlook
remains positive.

Ratings assigned:

Proposed $352 million Senior Secured Term Loan B, B1 (LGD2, 25%)
due 2017

Proposed EUR102 million Senior Secured Term Loan B, B1 (LGD2, 25%)
due 2017

The ratings on the existing term loans maturing in 2014 will be
withdrawn upon repayment.

Ratings Rationale

VWR's B3 Corporate Family Rating reflects the company's high
leverage and modest interest coverage and free cash flow relative
to debt. The ratings are supported by VWR's good scale and market
position as the #2 global life science distributor (behind Thermo
Fisher, Baa1) as well as the stability of revenue and
profitability. The company has demonstrated consistent revenue
growth and improved profit margins driven both by organic growth
and acquisitions. While the company's acquisition strategy has
added to its global scale and geographic diversity, it increases
the complexity of the organization and could pose some business
practice compliance risk, particularly in emerging markets.

Moody's could upgrade the ratings if VWR continues to grow revenue
and EBITDA such that the rating agency expects adjusted debt to
EBITDA to be sustained below 6.5 times and free cash flow to
remain above 3% of total adjusted debt. If Moody's expects
sustained negative free cash flow or leverage to rise above 8
times either due to deterioration in EBITDA, acquisitions or
shareholder payouts, the ratings could be downgraded. Further,
material deterioration in liquidity could also lead to rating
pressure.

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

VWR Funding, Inc. ("VWR"), headquartered in Radnor, Pennsylvania,
is a global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. Services include
technical services, onsite storeroom services and laboratory and
furniture design, supply and installation. The company serves
customers in the pharmaceutical, biotechnology, medical device,
chemical, technology, food processing and consumer product
industries, as well as governmental agencies, universities and
research institutes, and environmental organizations. For the
twelve months ended September 30, 2012, VWR reported revenues of
approximately $4.1 billion.


VWR FUNDING: S&P Retains 'B' CCR Over Term Loan Add-Ons
-------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on West
Chester, Pa.-based VWR Funding Inc. are unchanged following the
company's proposed $351 million and 101 million euro add-on senior
secured term loans.  The outlook is stable.

S&P expects VWR to use the proceeds from the add-on to repay the
company's unextended dollar-denominated term-loan, maturing in
2014.

"Our ratings on VWR overwhelmingly reflect its "highly leveraged"
financial risk profile, because of its exceptionally heavy
leveraged buyout (LBO)-related debt burden, growing preferred
stock (which we treat as debt), and exposure to the improving, but
still weak, global economy.  Madison Dearborn Partners LLC (MDP)
acquired VWR in 2007, markedly increasing debt and debt-like
obligations.  Given nearly $3 billion of debt, $120 million of
operating lease obligations, and viewing MDP's preferred
investment as debt, adjusted debt is about $5.1 billion.  This
level of adjusted debt is unlikely to change over the next few
years, because we expect accretion of the pay-in-kind (PIK)
preferred stock to offset scheduled bank loan amortizations," S&P
said.

S&P views VWR's business risk profile as "satisfactory,"
reflecting its scale and the industry's barriers to entry, as well
as its narrow business focus.  For the latest corporate credit
rating rationale, see Standard & Poor's research update on VWR
Funding, published Aug. 20, 2012, on RatingsDirect.

RATINGS LIST

VWR Funding Inc.
Corporate Credit Rating          B/Stable/--

Ratings Unchanged

VWR Funding Inc.

Senior Secured
  $594.6M term loan due 2017      B+

   Recovery Rating                2
  EUR528.18M term loan due 2017   B+
   Recovery Rating                2


WASHINGTON MUTUAL: Former Exec Seeks $1.3M from Liquidating Trust
-----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Washington Mutual
Inc.'s former chief marketing officer on Monday asked a Delaware
bankruptcy judge to allow $1.3 million in claims based on her
employment contract against the remnants of the bank holding
company.

The former executive, Genevieve Smith, is fighting the WMI
liquidating trust's objection to her claims, which stem from
change-in-control and bonus agreements in her employment contract,
according to a response filed with the court, according to the
report.  The trust is tasked to distribute some $7 billion to
WMI's creditors under a court-approved bankruptcy plan, the report
added.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WAUPACA FOUNDRY: S&P Lowers Term Loan Rating to 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Waupaca Foundry Inc., following the
company's announcement that it plans to increase its existing term
loan by $150 million to $375 million.  The outlook is stable.  At
the same time, S&P lowered the issue-level ratings on its term
loan to 'B+' from 'BB-' as it revised the recovery rating to '3'
from '2'.  The '3' recovery rating indicates S&P's expectations
for meaningful (50%-70%) recovery in the event of a payment
default.

The company intends to use the proceeds from the add-on term loan
to fund shareholder distributions.

The ratings reflect what Standard & Poor's considers to be
Waupaca's "weak" business risk profile and "aggressive" financial
risk profile.  "Our business risk assessment reflects the
company's exposure to cyclical auto production levels, the
fragmented nature of the castings industry, and Waupaca's reported
leading share in its end markets," said Standard & Poor's credit
analyst Nishit Madlani.  The financial risk assessment is based on
our expectations for moderate leverage and prospects for sustained
positive free cash flow generation over the next two years,
tempered by the potential for volatility in the face of high
operating leverage in a cyclical sector and the company's private-
equity ownership.  Waupaca has a reported dominant market position
as a manufacturer of gray and ductile iron castings for the
automotive, commercial vehicles, agriculture, construction, and
hydraulics-related end markets.

Pro forma for the add-on term loan, S&P estimates leverage to be
at about 3.5x (our adjustments to debt include pension and other
postemployment benefit [OPEB] obligations) based on EBITDA for the
12 months ended Dec. 31, 2012.  Waupaca downsized its term loan B
to $225 million from $260 million in November 2012 and also
benefitted from meaningfully improved pricing, which S&P views as
a credit positive.

In S&P's base case, it assumes modest improvements in credit
metrics over the next two years as the company benefits somewhat
from price increases it has already implemented on the majority of
its contracts, given some shortage in existing capacity within the
castings industry in North America.  Also, S&P believes Waupaca
has negotiated improved raw material pass-through surcharges,
thereby improving recent profitability over the prior years and
meaningfully limiting the future risk of cost increase.

For the rating, S&P expects leverage to remain between 3x and 4x,
with free operating cash flow (FOCF) to debt of 5% to 8%.  S&P do
not incorporate any large debt-financed acquisitions or another
significant dividend payout to the sponsor in its base case, but
it expects Waupaca's financial policies to be aggressive, given
its private-equity ownership.  This is likely to preclude
sustained leverage reduction because of the increased likelihood
that Waupaca may pursue an eventual distribution of capital or
midsized targeted acquisitions.

"In our opinion, Waupaca's EBITDA margin is fair by industry
standards and benefits partly from improved capacity utilization.
Following the renegotiation of its surcharges, we expect Waupaca
to further improve its recovery of raw material price increases.
This surcharge recovery, coupled with already implemented price
increases for Waupaca's products, is critical to the improvement
of margins toward the low-double digits.  The company is likely to
benefit from a sustained industry shortfall in casting capacity.
We consider Waupaca's margins to be sensitive to future demand,
given our view of its high operating leverage," S&P noted.

"We believe Waupaca benefits from some market diversity compared
with many automotive suppliers:  The automotive segment represent
about 50% of Waupaca's 2011 revenues, commercial trucks (a more
cyclical segment than light vehicles) represent about 20%, off-
highway (agriculture and construction) vehicles represent 18%, and
a diverse group of industrial customers account for the remainder.
Geographic diversity is limited, however, as virtually all sales
are in North America, and we do not expect any meaningful shift in
end-market diversity over the next two years.  Customer diversity
is fair, and we expect the largest five customers to represent
less than half its total revenues," S&P added.

In S&P's view, Waupaca's fair margins and relatively low capital
spending needs over the next two years support its prospects for
generating sizable positive free cash flow.  S&P assumes capital
spending could increase if capacity utilization continues to rise,
as the company upgrades machines to increase production capacity.
However, cash generation is highly sensitive to future production,
which could become volatile, in S&P's view.  Though the overall
iron castings industry in North America remains rather fragmented,
Waupaca has fewer competitors in its end markets, following a
meaningful capacity reduction within this segment in 2009-2010.

"We assume Waupaca's revenue growth in 2013 will be around the
low- to mid- single digits and will depend on the pace of
stabilizing light-vehicle production in North America
(constituting roughly half of Waupaca's sales) and some ongoing
recovery in commercial-truck and industrial demand.  In the U.S.
light-vehicle market, we currently estimate 2013 sales rebounding
by about 6% from last year and by a further 3% in 2014.  We expect
roughly the same trajectory of growth for light-vehicle
production.  However, we remain cautious about potential weakness
in the economic recovery because of myriad challenges in Europe,
slower growth in China, and slower-than-anticipated growth in the
U.S.  We also believe production could return to more historical
levels of volatility now that inventories seem fully restocked.
Unstable gas prices also could begin to more strongly influence
consumer vehicle mix preferences and potentially sales volumes.
We expect a weaker year-over-year recovery in production volumes
for commercial vehicles, relative to light vehicles--though
Waupaca's exposure to the aftermarket could partially offset this.
We also expect lower construction activity to constrain any
meaningful improvement in the company's off-highway segment," S&P
said.

S&P's stable outlook reflects its belief that Waupaca can sustain
positive discretionary cash flow into 2013 with sustained
year-over-year improvement in EBITDA margins and liquidity (cash
and bank facility availability) of at least $50 million to
$70 million.  S&P assumes, for its outlook, that light- and heavy-
vehicle production will likely rise in North America.

S&P could lower its rating if it believes free operating cash flow
generation will turn negative and remain so for a sustained period
of time, or if debt to EBITDA, including its adjustments, trends
toward 4.5x or higher.  For example, S&P estimates this could
occur if Waupaca's EBITDA margins fall by about 250 basis points
(from S&P's base case) on a low-double-digit revenue decline.

S&P considers an upgrade unlikely because it believes the
company's financial policies will remain aggressive under its
private-equity owners.  S&P assumes that the company may pursue
additional targeted acquisitions or, eventually, a distribution of
capital to shareholders.


WESTERN POZZOLAN: Case Now Assigned to Judge Riegle
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered an
order reassigning the Chapter 11 case of Western Pozzolan Corp.,
to Judge Linda B. Riegle.

Meanwhile, the Debtor has withdrawn its motion for authorization
to incur debtor-in-possession financing and use cash collateral.

                      About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

Judge Mike K. Nakagawa presides over the case, taking over from
Judge Linda B. Riegle.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

On Dec. 3, 2012 the Hon. Mike K. Nakagawa, in response to Interest
Income Partners, L.P.'s request for the dismissal of the Debtor's
case, ordered the appointment of a Chapter 11 trustee.  The Debtor
said that the bankruptcy case will benefit from the appointment of
a Chapter 11 trustee, given the development of the cases
associated with the Debtor's principal, James W. Scott.

The U.S. Bankruptcy Court District of Nevada authorized David A.
Rosenberg, the Chapter 11 trustee for Western Pozzolan Corp., to
employ Howard Kim & Associates as his general purpose counsel.




WINTDOTS DEVELOPMENT: Court Sets Feb. 12 Hearing on Disclosures
---------------------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining the terms of Wintdots Development, LLC's Chapter 11
Plan of Reorganization dated Nov. 27, 2012, is scheduled for Feb.
12, 2013, at 10:00 a.m.

A copy of the Disclosure Statement, as twice amended, is available
at http://bankrupt.com/misc/wintdots.doc39.pdf

As reported in the TCR on Jan. 11, 2013, Wintdots Development has
a Plan that provides for the payment of all administrative
expenses and the allowed or agreed claims of the secured, priority
unsecured and general unsecured creditors through continued
operation of the business and post-petition financing.

Taxes owed to the Internal Revenue Service will be paid in full.

The secured claims of Kennedy Funding, Inc., and Marvin and
Evelyn Freund, Trustees in the amounts of $9,603,641 and $225,000,
will be paid not later than 60 days after the Effective Date of
the Plan.  This Class is not impaired.

General unsecured creditors, owed $880,946.54, will receive 100%
of their allowed or agreed claims, without interest, not later
than 60 days after the Effective Date of the Plan.  This class in
impaired.

Holders of interests in the Debtor will retain their interests.

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence P.C., represents the Debtor


ZEN ENTERTAINMENT: Files for Chapter 11 With Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Zen Entertainment Inc., a developer of casino-style
games for the Internet where gamblers play without money, filed a
Chapter 11 bankruptcy petition along with a bankruptcy-exit plan.

The Debtor disclosed assets of $1.6 million and debt totaling
$18.1 million.  There is $17.9 million of secured debt owing to
EMW Investments LLC.

The bankruptcy is to be funded with a $695,000 loan from NYX
Gaming Group Ltd.

The plan would give ownership to NYX in return for the loan
financing bankruptcy.

According to the report, the company said it has an "understanding
of how social/casual games, played for free, provide a fun and
rewarding experience to online games players." The company also
said it generated no revenue in the last two years.  The company
said its ability to generate revenue has been blocked by the
failure of federal and state legislators to legalize online
gaming.

Once Internet gambling becomes legal, Zen said it hopes to partner
with someone involved in "legal online real money gaming."

Zen Entertainment, Inc., filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 13-10589) on Jan. 23, 2013.  Bryan A. Lindsey, Esq.
and Samuel A. Schwartz, Esq., at The Schwartz Law Firm, serve as
counsel to the Debtor.


* Former Jefferies & Co Trader Arrested for Securities Fraud
------------------------------------------------------------
Chris Dolmetsch & Zeke Faux, writing for Bloomberg News, reported
that a former Jefferies & Co. managing director was arrested and
accused of defrauding customers of more than $2 million on trades
of residential mortgage-backed securities, prosecutors said.

Jesse C. Litvak, 38, of New York, was arrested on Jan. 29 at his
home and charged with 16 counts including securities fraud, fraud
connected with the Troubled Asset Relief Program and making false
statements to the federal government, Connecticut U.S. Attorney
David Fein said in a statement, according to Bloomberg.

Alleged victims include "numerous" investment funds, among them
six established by the U.S. Treasury Department in 2009 as part of
its response to the financial crisis, according to the statement,
the report added. Litvak also defrauded private investment funds,
according to the statement.

"Illegally profiting from a federal program designed to assist our
nation in recovering from one of our worst economic crises is
reprehensible," Fein said in the statement, Bloomberg quoted.

Litvak is charged with 11 counts of securities fraud and may face
as long as 20 years in prison on each count if convicted,
according to Bloomberg. He is also charged with one count of TARP
fraud, which carries a maximum penalty of 10 years in prison, and
four counts of making false statements to the government, each
punishable by as much as five years in prison.

The civil case is SEC v. Litvak, 13-132, U.S. District Court,
District of Connecticut (New Haven).


* Moody's Revises Jan. 28 Press Release on Life, P&C Insurers
-------------------------------------------------------------
Moody's Investors Service issued a correction to its January 28,
2013 press release on life and property/casualty (P&C) insurance
industries.

Both the life and property/casualty (P&C) insurance industries
will be challenged in 2013 by slow economic growth that dampens
sales and by evolving regulatory frameworks, says Moody's
Investors Service in two new global outlooks "Global Life
Insurance Outlook - 2013," and "Global P&C Insurance Outlook -
2013."

Although the industry sectors share some challenges, including the
continuing weak global recovery, Moody's says life insurers will
be the most impacted by a slow growth environment, given that
their products are often discretionary purchases. Low interest
rates will also weigh on life insurers' margins.

Ongoing low interest rates and volatile equity markets will also
accelerate life insurers' retreat from guaranteed investment
products, reducing sales in the short-term. But this retreat will
result in improvements to the overall risk profile of the life
industry in the years to come, says Moody's.

P&C insurers are better positioned to withstand a slow growth
environment, as many P&C products remain mandatory for buyers, and
certain P&C risks are uncorrelated with economic conditions. In
addition, in many markets and business lines P&C insurers are
responding to these pressures by increasing premium rates.

For those P&C insurers exposed to the US, losses from Superstorm
Sandy will dominate fourth quarter earnings, although most
residential-focused companies will still show a profit for the
period, while those covering commercial or industrial risks could
lose up to two quarters worth of earnings, says Moody's. The
rating agency expects firms to react by augmenting catastrophe-
modeling efforts with additional scenario analysis and stress
testing.

Both sectors are also closely following solvency modernization
initiatives that will have mixed implications for insurers, as
regimes move toward more principles-based approaches with
incentives for improved risk management. While broader risk
management is positive for both life and P&C insurers, future
solvency frameworks remain under construction. 2013 should see
progress on key calibrations for EU insurers as regulators
contemplate increasing capital requirements under Solvency II, and
efforts in the US gain momentum.


* Moody's Says CEE Gov't Gross Financing Needs to Fall Slightly
---------------------------------------------------------------
The 2013 financing needs of governments in Central and Eastern
Europe (CEE) will amount to EUR184 billion, says Moody's Investors
Service in a Special Comment released on Jan. 28, 2013. Although
the rating agency's forecast represents a 4.1% increase from
EUR177 billion in 2012 due to higher debt amortisation, Moody's
expects that borrowing requirements for the region will actually
fall slightly to 9.9% of GDP in 2013 from 10.2% the previous year.

The new report is entitled "Central & Eastern Europe Government
Gross Financing Needs: Slight Decline in 2013 Borrowing, Debt
Levels to Stabilize in 2014-15".

Moody's notes that over 76% of the region's gross financing needs
represent amortisation payments of debt, up from 73% in 2012.
External bond issuance will account for EUR21 billion, while
domestic market issuance (both long and short term) will total
almost EUR151 billion. Estonia's gross financing needs are the
lowest in the region at 3.2% of GDP, while those of Hungary are
the largest at 19%. Moody's expects the average CEE central
government deficit to fall marginally to 2.3% of GDP from 2.5% in
2012.

Moody's forecasts that CEE government debt metrics will continue
to deteriorate, despite fiscal consolidation. The median debt-to-
GDP ratio for the region will rise to 47% in 2013 from an
estimated 45% in 2012. "We believe that the region's negative debt
dynamics will persist beyond 2013 and that its debt levels will
stabilize in 2014-15" says Jaime Reusche, a Moody's Assistant Vice
President - Analyst and author of the report.


* U.S. High Yield Default Loss Rate Below 1% in 2012, Fitch Says
----------------------------------------------------------------
For the third consecutive year, the U.S. high yield par default
rate remained well below average, ending 2012 at 1.9% and up just
modestly from 1.5% in 2011, according to Fitch Ratings.

Thirty-two issuers defaulted on $20.5 billion in bonds compared
with 29 issuers and $15.9 billion in 2011. The year produced a
considerable number of large defaults, including Edison Mission
($3.7 billion), Residential Capital ($2.8 billion), Energy Future
Holdings ($1.8 billion), and ATP Oil & Gas ($1.5 billion). An
additional four came close to or topped a billion.

The weighted average recovery rate on the year's defaults was
50.2% of par and the median rate was 38.9%. Both measures, while
still good, slipped from 2011's more robust 59.4% average and
47.9% median.

Still, with a par weighted average recovery rate of 50.2% and a
default rate of 1.9%, the market's loss rate was 0.9% in 2012 --
by all accounts a benign figure. The loss rate was 0.6% in 2011
and in 2009 hit 9.1%.

The mix of issuer defaults originating from a bankruptcy filing,
missed payment, or distressed debt exchange (DDE) was unremarkable
in 2012 versus historical patterns. Bankruptcy was the leading
cause of default (16 of the 32 issuers), followed by missed
payment (11 issuers), and lastly by DDEs (five). The weighted
average recovery rate on the DDEs of 69.1% was higher than the
non-DDE average recovery rate of 46.5%.

Defaults in 2012 continued to come from the very bottom of the
rating scale ? 90% of defaulted issues were rated 'CCC' or lower
at the beginning of the year.

Fourteen industries experienced some default activity in 2012;
this was up from 12 in 2011. The utility sector produced the
year's top default rate of 10.5%. This was due to Edison Mission's
bankruptcy filing and Energy Future Holdings' distressed debt
exchanges, both of which occurred in December. Paper and
containers followed with a 7.7% default rate.

Examining recovery rates by seniority, 2012 produced average and
median recovery rates of 64.7% and 62.0%, respectively, for senior
secured bonds; 42.8% and 36.2% for senior unsecured bonds; and
38.3% and 26.6% for subordinated issues.

Fitch is projecting that default activity in 2013 will remain in
line with 2012. The default rate is expected to end the year at
2%, barring a bankruptcy filing from Energy Future Holdings, which
due to its large size has the potential to push the rate above 3%.
Fitch's U.S. GDP growth target for 2013 is 2.3%.

For full details on the year's default and recovery trends please
see 'Fitch U.S. High Yield Default Insight - 2012 Review',
available at 'www.fitchratings.com' or by clicking on the link
below. Fitch's 2013 outlook is also available via the link below.


* U.S. Money Fund Exposure to Eurozone Banks Declines, Fitch Says
-----------------------------------------------------------------
U.S. prime money market fund (MMF) exposure to eurozone banks
decreased slightly during December 2012, with the notable
exception of French banks, according to a new Fitch Ratings
report. This represents the first time since end-June 2012 that
MMF eurozone holdings decreased.

Overall, MMF allocations to Eurozone banks have increased by more
than 70% since falling to a historical low in end-June 2012 and
now represent 12.9% of MMF assets. However, Fitch notes that MMF
allocations to Eurozone banks remain more than 60% below end-May
2011.

The one exception to the December trends was French banks.
Allocations to French banks continued to increase and as of end-
December 2012 represent approximately 6.5% of assets under
management. This is the first time since end-August 2011 that
France represents the largest single country exposure within
Europe. Japan remains the largest single-country exposure globally
at 13.2% of MMF assets, a 6% increase since end-Nov. 2012.

The proportion of European and Eurozone exposure in the form of
repos decreased markedly, a reduction in secured exposure that
might to some extent indicate an easing in MMF risk aversion to
the sector. Aggregate repo exposure represented about 15% of total
MMF assets at end-December, down from 20% of MMF assets at end-
November

Fitch believes it is unlikely that MMF exposures to European banks
will return to 2011 levels, given ongoing efforts by many
financial institutions and banking regulators to limit the use of
short-term wholesale funding.

The full report 'U.S. Money Fund Exposure and European Banks:
Eurozone Declines, France Increases' is available at
'www.fitchratings.com.' Fitch's analysis is based on a sample set
of the top-10 largest U.S. MMFs per each observation period and
represents approximately $668 billion, or 45% of the estimated
$1.49 trillion in total U.S. prime MMF assets under management.


* Negative Bank Ratings Stubbornly High at 20%, Fitch Says
----------------------------------------------------------
Fitch Ratings says that negative rating potential for banks is
highest in the developed markets (DM) with combined Negative
Outlooks and Rating Watch Negative (RWN) representing 27% of
global bank ratings, far higher than the equivalent 16% emerging
markets (EM) figure.

Bank rating trends edged up slightly in Q412, with a Stable
Outlook on 75% of global ratings (Q312: 73%). However, positive
potential, as reflected in combined Positive Outlooks and Rating
Watch Positive, is still minimal at 3% of global bank ratings (no
change). Looking back over four quarters, improvements are barely
visible and it is too early to be optimistic about trends as a
stubbornly high 20% of global bank ratings assigned by Fitch have
Negative Outlooks/RWN (Q312: 23%).

The number of Issuer Default Ratings (IDR) downgrades matched
upgrades in Q412. However, a high 60% of global downgrades were in
DM (several linked to the downgrade of HSBC Holdings plc) while
around 90% of upgrades were in EM, many of which relate to the
upgrade of the Turkish sovereign ratings. European banks led the
way for DM downgrades in Q412 and IDRs of Spanish, Italian and
French banks are under pressure, with the majority on Negative
Outlook/RWN.

Support is a far more important driver for ratings in EM where
nearly half of all bank IDRs are reliant on some manner of
support. Support-driven IDRs remain vulnerable to changes in the
ability and/or propensity of support providers to provide such
support. The state drives just over half (55%) of supported EM
bank IDRs. In DM, one-third of bank IDRs are support-driven, with
state-support driving roughly two-thirds of these ratings.

Around one-third of banks globally are rated in the 'BBB' range,
split equally between DM (31%) and EM (35%). DM banks are still
far more highly rated, with 40% of IDRs in the 'A' category (EM a
low 17.0%) and around 47% of EM IDRs in the 'BB' and 'B'
categories (DM: 13%).

Further details of quarterly global bank ratings are contained in
the Special Report 'Global Bank Rating Trends Q412'.


* Bankruptcy Expert Sees Defense, Media as Vulnerable in 2013
-------------------------------------------------------------
Nick Brown, writing for Reuters, reported that mid-market defense
contractors as well as media and coal companies could be at risk
of tumbling into bankruptcy in 2013, credit market guru and New
York University professor Edward Altman said on Thursday.

With the U.S. government mulling significant cuts to the defense
budget, smaller companies that contract with the government for
defense projects could suffer, Altman told a group of
restructuring professionals at his 12th annual Corporate &
Sovereign Credit Market Outlook luncheon, although he did not name
defense companies he thinks could be bankruptcy candidates, the
report related.

Altman, Reuters noted, is known for establishing the so-called "Z-
score" method of predicting a company's bankruptcy risk.

In an interview with Reuters after his speech, Altman said the
coal industry is expected to continue to suffer as natural gas
remains a cheaper energy alternative.  One major player in that
industry -- Patriot Coal Corp -- filed for bankruptcy last year,
blaming in part the glut of natural gas, Reuters noted.

Altman, Reuters added, said media companies will also face
challenges as specialized online media outlets gain strength and
as the Internet media world is getting very crowded.

Corporate bankruptcies have been less common in recent years as
lenders and governments have been more willing to lend to
struggling companies, but Altman said he expects that to change
over the next several years, but not necessarily in 2013, Reuters
related.  Also at the event, sponsored by bankruptcy trade group
the Turnaround Management Association, restructuring experts
offered varying outlooks on the business side of the field, the
report added.

Flip Huffard, a managing director at The Blackstone Group, told
Reuters that many companies that refinanced or extended debt
maturities several years ago may not be in a position to do so
again.  "These are companies that are getting to the end of the
line, and actually need to fix their capital structures," Huffard
said. "They're done with Band-Aids."


* Pensions Bet Big With Private Equity
--------------------------------------
Michael Corkery, writing for The Wall Street Journal, reported
that numerous pension funds, which are still struggling to make up
investment losses from the financial crisis, are getting
aggressive in loading up on private equity and other
nontraditional investments that promise high, steady returns in
the face of low interest rates and a volatile stock market.

WSJ pointed out that the Teacher Retirement System of Texas, a
public pension fund with 1.3 million members including
schoolteachers, bus drivers and cafeteria workers across the
state, boasts some of the splashiest bets in the industry, having
committed about $30 billion to private equity, real estate and
other so-called alternatives since early 2008.  That makes it the
biggest such investor among the 10 largest U.S. public pensions,
according to data provider Preqin Ltd., WSJ said.  Those funds
have an average alternatives allocation of 21%.

According to the report, in November 2011, the Texas fund made one
of the largest single commitments in the private-equity industry's
history, investing $3 billion in KKR and another $3 billion in
Apollo Global Management.  Three months later, Texas teachers
bought a $250 million stake in the world's biggest hedge-fund
firm, Bridgewater Associates -- a first such equity stake for a
U.S. public pension.  For the fiscal year ended Aug. 31, the Texas
teachers fund had a 7.6% return, and pension officials say they
expect their bet on alternatives can help the fund hit its 8%
annual target return over the long term.  Over a ten-year period
ending Aug. 31, 2012, the fund has had an annual fiscal year
return of 7.4%, the report said.

Not all pension managers are in on the action though and other
large pension funds aren't as optimistic as the Texas fund, WSJ
said.  Some funds are wary of the high management fees often
charged by private-equity and hedge-fund firms and smaller
pensions, for example, may have trouble getting an audience with
the best performing firms, WSJ noted.

WSJ further noted that California's giant public employee pension
fund, Calpers, had made an aggressive push into alternative
investments such as real estate, representing about one-tenth of
its assets. But many of those real-estate holdings, particularly
in housing, suffered big losses during the financial crisis, the
report said.


* Debt Collectors Posing as Facebook Friends Spur Watchdogs
-----------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that the
U.S. Consumer Financial Protection Bureau and Federal Trade
Commission are examining how debt collectors use social media
websites, such as Facebook and Twitter, to contact potential
debtors.

According to the report, U.S. regulators are mulling a series of
actions this year as they impose comprehensive federal oversight
for the first time over the debt collection industry, which
generated 180,000 consumer complaints to the FTC in 2011.  In the
2010 Dodd-Frank Act, the CFPB gained new powers over debt
collectors that no other federal agency ever had.

Richard Cordray, the CFPB director, has made debt collection a
priority for the agency because about 30 million consumers --
"nearly one out of every 10 Americans" -- have accounts in
collection totaling $1,500 on average, he said in an Oct. 24
speech, Bloomberg related.  "We will be using both our supervision
authority and our enforcement authority to oversee the market and
go after bad actors who flout the law," Cordray said.

Bloomberg said regulations would affect credit-card issuers like
Capital One Financial Corp., and JPMorgan Chase & Co., who also
face supervision over how they handle debtors.  The CFPB sent a
signal of its intent in October when it announced a $112.5 million
settlement with American Express Co. (AXP) partly over claims of
improper debt collection practices, the report noted.

At the same time, debt buyers like Portfolio Recovery Associates
Inc. (PRAA), Encore Capital Group Inc. (ECPG) and Asta Funding
Inc. (ASFI) are also facing the first-ever federal oversight of
their business, Bloomberg said.  The CFPB approved a rule on
supervision that took effect Jan. 2.

A body of U.S. bank regulators, the Federal Financial Institutions
Examination Council, on Jan. 22 asked for public comment about
proposed supervisory guidance to banks on social media, Bloomberg
said.  Debt collectors use of these media "may violate the
restrictions on contacting consumers imposed by" current law.

The request said a broad swath of social media could be affected
by the guidance, including Google Inc.'s Google Plus, Twitter's
micro-blogging site, Yelp Inc.'s business review site and LinkedIn
Corp.'s professional network, according to Bloomberg.  It could
also cover Second Life, a site owned by closely held Linden
Research Inc. where users create virtual identities and
communities, and online games created by Zynga Inc., according to
the request, Bloomberg added.


* Legislation Reintroduced Aimed at Student Loans in Bankruptcy
---------------------------------------------------------------
Josh Mitchell, writing for The Wall Street Journal, reported that
the growth of student debt is stirring debate about whether the
government should step in to ease the burden by rewriting the
bankruptcy laws -- again.

In 2005, Congress prohibited student debt from being discharged
through bankruptcy, except in rare cases, because of concerns that
many young graduates -- who often have no major assets such as a
house or a car -- would be tempted to walk away from loan
obligations, WSJ recalled.  Some lawmakers now want to temper that
position, pointing to concerns that a significant number of
Americans could be buried under education loans for decades, WSJ
said.  Their efforts, however, would apply only to private loans -
- a fraction of the market, the report said.

WSJ pointed out that in the past decade student debt has surged as
tuition and enrollment climbed, while college graduates' earnings
have declined.  The average debt load of all new graduates rose
24%, adjusted for inflation, from 2000 through 2010, to $16,932,
WSJ said, citing the Progressive Policy Institute, a left-leaning
think tank in Washington.  Over the same period, the average
earnings of full-time workers ages 25 to 34 with no more than a
bachelor's degree fell by 15% to $53,539, the report added.

WSJ said Sen. Dick Durbin (D., Ill.) has introduce legislation to
make it easier for borrowers to shed debt issued by private
lenders, and not backed by the government, through the bankruptcy
process.

The federal government, according to WSJ, now provides the bulk of
student loans.  Federal loans accounted for more than 90% of all
student borrowing in the 2010-2011 academic year, according to the
College Board.  Nonfederal loans?including those issued by states,
banks and credit unions?accounted for 7%. The government expanded
its lending after the financial crisis drove up student borrowing
costs. However, making federal loans easier to discharge through
bankruptcy would be politically thorny, given that taxpayers would
pick up the tab if those debts were shed.  WSJ noted that the
Obama administration argues that government lends at lower
interest rates than private lenders and is often more lenient
about allowing borrowers to delay or adjust payments when they run
into financial trouble. However, since the government caps how
much money each student can borrow per year, many students take
out a combination of public and private loans to fund their
education.

Consumer advocates and groups representing universities support
the bill, saying that the threat of bankruptcy would spur private
lenders to work out better terms with borrowers when they run into
trouble, WSJ said. Bankruptcy lawyers are lobbying for the change,
which would generate new business for them, WSJ added.

But banking-industry groups, including the American Bankers
Association and the Financial Services Roundtable, oppose the
measure, saying it would tempt students to rack up big debt that
they won't repay, WSJ related. "The bankruptcy system would be
opened to abuse," the industry groups said in a letter to the
Senate Judiciary Committee last month, according to WSJ. Critics
of the Durbin measure also say lenders would respond by charging
higher interest rates on student loans to account for the
increased risk of losses.


* Watchdog Finds TARP Firms' Pay Unchecked
------------------------------------------
JoAnne Allen, writing for Reuters, reported that the U.S.
government's bank bailout program paid more than $9 million in
legal fees to law firms that submitted questionable bills with
little or no details on services provided, the agency's watchdog
said in a report released on Thursday.

The Special Inspector General for the Troubled Asset Relief
Program (SIGTARP) said auditors questioned $8.1 million of a
sampling of $9.1 million in bills from four law firms paid by
Treasury's Office of Financial Stability (OFS), according to
Reuters.

The firms submitted bills with either no descriptions or vague
descriptions of the work performed, unsupported expense charges,
and administrative charges that were not allowed under their
contract, SIGTARP said, Reuters added.

The report related that the most striking examples of problematic
bills were from Simpson Thacher & Bartlett LLP, which billed OFS
$5.8 million in fees and expenses with bills that provided no
detail whatsoever as to the work performed.

The watchdog, which investigates waste and fraud in the bailout
program, also examined bills from Cadwalader Wickersham & Taft
LLP, and Locke Lord Bissell & Liddell LLP Bingham McCutchen LLP,
formerly McKee Nelson LLP, Reuters said.

The report, according to Reuters, pointed out that although
auditors questioned bills from all of the law firms it did not
mean that all of the fees and expenses were unreasonable.

As of March, the office which administers TARP had paid the four
firms legal fees and expenses totaling more than $25.5 million,
the audit said, the report said.  "OFS should determine the
allowability of $7,980,215 in unsupported legal fees and expenses
paid to the law firms," it concluded.

The report also recommended that Treasury try to recover $91,482
in "ineligible" fees and expenses paid to Simpson Thacher, Reuters
said.

The audit is the watchdog's final report on OFS's management of
contracts with five law firms from 2008, when TARP began, to March
31 of this year, according to Reuters.  A preliminary report was
issued in April after auditors found similar problems with legal
bills from Venable, LLP -- the first of the five firms bills to be
audited.


* Obama Picks Rejected as Court Casts Doubt on Recess Power
-----------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reported that
President Barack Obama violated the Constitution by making
appointments to the federal labor board without Senate approval, a
U.S. appeals court said in a ruling that calls hundreds of board
decisions into question and may extend to the head of the new
consumer finance agency.

The U.S. Court of Appeals in Washington sided with Republican
lawmakers in a unanimous opinion and held that Obama's recess
appointments to the U.S. National Labor Relations Board last year,
made after Republicans refused to consider his nominees, were
"constitutionally invalid" because the Senate wasn't in recess at
the time, Bloomberg related.

"Allowing the president to define the scope of his own
appointments power would eviscerate the Constitution's separation
of powers," U.S. Circuit Judge David Sentelle wrote in a 46-page
opinion -- one that may be cited in challenges to recess
appointments throughout the federal government, possibly upending
a longstanding presidential practice, Bloomberg noted.

In the near-term, the Jan. 25 ruling, one of about a dozen similar
cases, may be used to undo more than 200 decisions by the NLRB
over the past year, as well as regulations by the Consumer
Financial Protection Bureau, whose director, Richard Cordray, was
named at the same time as the board members, the report related.
The White House said the ruling won't affect Cordray and is
restricted to the company at issue, according to Bloomberg.
Republicans, meanwhile, have demanded the NLRB appointees quit
immediately.

According to Bloomberg, the ruling is the first substantive
decision by a federal appeals court in the recent challenges to
the president's naming of three NLRB members Jan. 4, 2012, while
the Senate was holding so-called pro-forma sessions.  Those
sessions sometimes involved a single senator appearing in the
chamber every third day, Bloomberg said.

To prevent Obama from making appointments after Congress started a
holiday break in December 2011, House and Senate Republicans
refused to formally adjourn as they sought to block the
appointment of Cordray, a former Ohio attorney general, as the
first head of the Consumer Financial Protection Bureau, the report
related.

The case is Noel Canning v. National Labor Relations Board, 12-
1115, 12-1153, U.S. Court of Appeals for the District of Columbia
(Washington).


* Cordray Nomination to be Challenged by Senate Republicans
-----------------------------------------------------------
President Obama on Thursday re-nominated Richard Cordray to head
the Consumer Financial Protection Bureau but Senate Republicans
assure that they will continue to challenge such nomination as
long as there are no key structural changes to improve
accountability and transparency in the office, Danielle Douglas,
writing for The Washington Post, reported.

The Post related that there are at least three bills and one
ongoing court case aimed at turning the bureau into a five-member
commission, subject to the congressional appropriations process.
The Post, however, noted that President Obama is not keen on
restructuring the bureau as he has always said the bureau should
be independent, with one director.  The president has also focused
on the accomplishments of the bureau and the work that still needs
to be done.

Consumer advocates, though not always in accord with Cordray,
support the appointment as Cordray has taken a measured approach
to regulation, as illustrated by recent rules about mortgage
lending, and demonstrated a willingness to work with all
interests, the Post said.

Mr. Cordray, who was appointed to the office in late 2011 through
a recess appointment and will end his term at the end of this year
unless he wins approval, will have to face the Senate Banking
Committee as he seeks confirmation, the Post said.  The Committee
will probably vote along party lines, the Post noted.  Although
the Democrats have 55 seats in the Senate, a single Republican
could filibuster a final vote and if that happened, five
Republicans would have to break ranks to end the filibuster and
push through the nomination, the Post said.


* Stuart Morrissy Joins Milbank's Global Securities Practice
------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy on Jan. 29 disclosed that Stuart
A. Morrissy has joined the firm's Global Securities practice group
as a partner in the New York office.

Mr. Morrissy joins Milbank to further complement its growing
leveraged finance and high yield securities practice, with an
emphasis on representing commercial and investment banks financing
complex mergers and acquisitions for corporate issuers and private
equity sponsors.  Mr. Morrissy also has significant experience
representing several Milbank clients, including Barclays Capital
Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co.

In addition to his significant experience representing
underwriters, Mr. Morrissy has also represented a number of major
corporate issuers, including GE Capital, Sanofi and Dave &
Buster's, in a wide range of debt, equity and equity-linked
offerings and liability management transactions involving
complicated exchange and tender offers.

Marcelo Mottesi, head of Milbank's Global Securities Group, said,
"Stuart's career boasts a well-rounded range of capital markets
work, with an impressive versatility spanning securities and
international transactions in important markets.  He brings a full
arsenal of deal experience to Milbank and we're happy to welcome
him to the firm."

Mr. Morrissy said, "I've been aware of Milbank's strong securities
practice, particularly their recent high-yield work, and feel
they're a tremendous platform on which to continue building my
practice.  I look forward to contributing to Milbank's broad
success in the capital markets, in the U.S. and internationally."

After earning a B.A. from the University of Arizona in Japanese
Studies and Political Science, Mr. Morrissy received his J.D. from
the University of Michigan Law School in 2000.

                          About Milbank

Milbank, Tweed, Hadley & McCloy LLP is an international law firm
providing legal solutions to clients throughout the world for more
than 140 years.  Milbank is headquartered in New York and has
offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles,
Munich, Sao Paulo, Singapore, Tokyo and Washington, DC.  The
firm's lawyers provide a full range of legal services to the
world's leading commercial, financial and industrial enterprises,
as well as to institutions, individuals and governments.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 10, 2012


                            *********

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.


                  *** End of Transmission ***