TCR_Public/130201.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 1, 2013, Vol. 17, No. 31

                            Headlines

1701 COMMERCE: John P. Lewis Withdraws as Counsel
1701 COMMERCE: Signs Alternate Asset Purchase Agreement
250 AZ: Lender Opposes Cash Use, Building Control
250 AZ: Taps Hammel Beal as Tax Accountant
250 AZ: Proposes Breen Olson as Chapter 11 Counsel

A123 SYSTEMS: Navitas Closes Purchase of Government Business
ABB CONCISE: Term Loan Upsizing No Impact on Moody's 'B2' CFR
ADVANCED MICRO: Fitch Downgrades IDR & Debt Rating to CCC'
ALL YEAR COOLING: Case Summary & 20 Largest Unsecured Creditors
ALLIANCE GRAIN: S&P Assigns 'B' CCR, Rates 2nd Lien Notes 'B'

ALLIED SYSTEMS: Yucaipa Makes Offer to Try to Avoid Court Fight
ANTERO RESOURCES: Moody's Assigns 'B2' Rating to USD150MM Notes
ANTERO RESOURCES: S&P Retains 'B+' Rating on 6.0% Sr. Unsec. Notes
ATP OIL: Shallow-Water Auction Scheduled for Feb. 26
BEAZER HOMES: Prices Offering of $200 Million Senior Notes at Par

BERNARD L. MADOFF: Lautenberg Seems to Convince Judges in Appeal
BERNARD L. MADOFF: Attorney General Lays Out Case Against Trustee
BERRY PLASTICS: Moody's Raises Corp. Family Rating to 'B2'
BERRY PLASTICS: Plans to Secure $1 Billion of Incremental Loan
BRIGHT HORIZONS: S&P Raises Corporate Credit Rating to 'B+'

CARVILLE NATIONAL: Case Summary & 20 Largest Unsecured Creditors
CB BRIELLE: Case Summary & 3 Largest Unsecured Creditors
CENTRAL EUROPEAN: Defends Revised Deal, Blasts Kaufman Suit
CHAMPION INDUSTRIES: Incurs $22.9 Million Net Loss in Fiscal 2012
CHOCTAW GENERATION: Moody's Withdraws 'Caa1' Rating on Certs.

CIVIC PARTNERS: Court Keeps Ruling on Main Street Lease
CLINICA INTERDISCIPLINARIA: Case Summary & Creditors List
COMMONWEALTH GROUP: Has Final OK to Use PNC Bank Cash Collateral
COMMONWEALTH GROUP: Can Employ Gentry Tipton as Counsel
COMMUNITY FINANCIAL: To Issue 3-Mil. Shares Subscription Rights

COMMUNITY WEST: Earns $2.3 Million in Fourth Quarter
CONVERGEX HOLDINGS: Moody's Maintains 'B2' CFR, Negative Outlook
COPANO ENERGY: Moody's Reviews 'Ba3' CFR After KMP Purchase Offer
COPYTELE INC: Incurs $4.3 Million Net Loss in Fiscal 2012
CORNERSTONE BANCSHARES: Posts $371,000 Net Income in 4th Quarter

CRESCENT RESOURCES: Moody's Hikes CFR & Sec. Notes Rating to Caa1
CRESCENT HOLDINGS: S&P Lowers Corporate Credit Rating to 'B-'
CUBIC ENERGY: Receives NYSE MKT Delisting Notice
D'ARCY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
D.R. HORTON: Fitch Assigns 'BB' Rating to New $400MM Senior Notes

D.R. HORTON: Moody's Rates New $300MM Sr. Unsecured Notes 'Ba2'
D.R. HORTON: S&P Assigns 'BB-' Rating to $300MM & $400MM Sr. Notes
DAMES POINT: Involuntary Chapter 11 Case Summary
DUNLAP OIL: Committee Can Hire Nussbaum Gillis as Counsel
DUNLAP OIL: Feb. 8, 2013 Set as Claims Bar Date

ENERGY FUTURE: Fitch Hikes IDRs to 'CCC' on Debt Exchange
ENGLOBAL CORP: Huntsman Awards Reconstruction Project
EGPI FIRECREEK: Deborah Alexander Named Secretary
EPICEPT CORP: Sabby Healthcare Discloses 9.9% Equity Stake
FAIRPOINT COMMUNICATIONS: Moody's Rates $300MM Senior Notes 'B2'

FIRST DATA: Fitch Rates $785-Mil. Senior Unsecured Notes 'CCC+'
FIRST DATA: Moody's Rates USD785MM Sr. Unsecured Notes 'Caa1'
FIRST DATA: S&P Assigns 'B-' Rating to Sr. Unsec. Notes Due 2021
GENTA INC: Sabby Healthcare Discloses 9.9% Equity Stake
GRAND RIVER: Court Confirms Plan of Liquidation

H&E EQUIPMENT: USD100MM Note Add-On No Impact on Moody's 'B1' CFR
H&E EQUIPMENT: S&P Assigns 'B+' Rating on Proposed $100MM Add-On
HAWKER BEECHCRAFT: PBGC will Pay Retirement Benefits
HAWKER BEECHCRAFT: Judge Approves IAM Pension Benefit Settlement
HD SUPPLY: Plans to Offer $1.3 Billion of Senior Notes

HELENA CHRISTIAN: Voluntary Chapter 11 Case Summary
HILL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: Apollo, Metropoulos Strike $410-Mil. Deal
HOSTESS BRANDS: 2 Buyers Offer $56.35MM for Drakes, Bread Plants
HRM LLC: Case Summary & 10 Largest Unsecured Creditors

INTERFAITH MEDICAL: CohnReznick Approved as Financial Advisor
INTERFAITH MEDICAL: Committee Taps CBIZ as Financial Advisor
INTERFAITH MEDICAL: Kurron to Provide Senior Management Personnel
IVOICE INC: Acquires American Security Capital
JARRETT ELECTRIC: Case Summary & 20 Largest Unsecured Creditors

JG WENTWORTH: Growing Debt Prompts Moody's to Cut CFR to 'Caa1'
JOURNAL REGISTER: Revolver Lender's Lien Mostly Valid
K-V PHARMACEUTICAL: Gynazole-1(R) Now Available for Prescribing
KINDER MORGAN: S&P Puts 'B+' CCR on CreditWatch Positive
LABORATORY SKIN: Case Summary & 20 Largest Unsecured Creditors

LAGUNA BRISAS: Has Access to Cash Collateral Until Feb. 28
LAND SECURITIES: Files for Chapter 11 in Denver
LAND SECURITIES: Case Summary & 20 Largest Unsecured Creditors
LENNAR CORP: Fitch Assigns 'BB+' Rating to Proposed Senior Notes
LENNAR CORP: Moody's Rates New Senior Unsecured Notes 'Ba3'

LENNAR CORP: S&P Assigns 'BB-' Rating on Senior Notes Due 2018
LIBERACE FOUNDATION: Can Access US Bank Cash on Interim Basis
LIGHTHOUSE IMPORTS: Can Employ Joseph Luzinski as CRO
LIGHTHOUSE IMPORTS: Can Employ Latham Shuker as Counsel
LODGENET INTERACTIVE: Gets Interim OK to Tap $5MM in Financing

LODGENET INTERACTIVE: Proposes PwC as Independent Accountant
LODGENET INTERACTIVE: Bankruptcy Prompts Moody's Rating Pullout
METRO FUEL: Creditor Pushes for Chapter 7 Liquidation
MF GLOBAL: Trustee Raises Estimates for Foreign Customers
MICHAELS STORES: To Redeem $137MM Senior Notes on Feb. 27

MOUNTAIN PROVINCE: Names Vice President Finance and CFO-Designate
MTL PUBLISHING: S&P Revises 'B+' Rating Outlook to Stable
NEWLEAD HOLDINGS: Regains Compliance with NASDAQ Min. Bid Price
NEXSTAR BROADCATING: Amends Articles of Incorporation
NEXTWAVE WIRELESS: Avenue Capital No Longer Owns Shares

NEXTWAVE WIRELESS: Polygon Management No Longer Owns Shares
NORTEL NETWORKS: Aborted Settlement Freezes Up Claims Market
OVERSEAS SHIPHOLDING: Recognized as Main Proceeding in U.K.
PACIFIC CARGO: Case Summary & 20 Largest Unsecured Creditors
PAR PHARMA: Term Loan Repricing No Impact on Moody's B2 CFR

PARK AVENUE COMMONS: Case Summary & 8 Largest Unsecured Creditors
PERMIAN HOLDINGS: Moody's Rates USD175MM Sr. Unsec. Notes 'B3'
PLAY BEVERAGES: Obtains Favorable Ruling in Trademark Lawsuit
PLAYBOY ENTERPRISES: S&P Puts 'B-' CCR on CreditWatch Negative
PREFERRED PROPPANTS: S&P Affirms 'B+' Corporate Credit Rating

QUAIL HOLLOW: Hires McEvoy Firm to Litigate Best Western Rift
RAYMOND KELLEY: 8th Cir. BAP Upholds Accord Requiring Turnover
RESIDENTIAL CAPITAL: Completes Sale of Fannie MSRs to Walter
RESIDENTIAL CAPITAL: 2012 Bonus Program Approved by Judge
REVSTONE INDUSTRIES: Committee Hiring FTI as Financial Advisors

REVSTONE INDUSTRIES: Files Schedules of Assets and Liabilities
REVSTONE INDUSTRIES: 341 Creditors' Meeting Continued to Feb. 14
RITE AID: Commences Debt Refinancing Transactions
ROBLEX AVIATION: Fails in Second Attempt to Reinstate Chapter 11
ROCMEC MINING: AMF Grants Management Cease Trade Order

SAMSON RESOURCES: S&P Cuts 2nd Lien Secured Debt Rating to 'B'
SCHOOL SPECIALTY: Has $50 Million Funding From Bayside
SCHOOL SPECIALTY: Proposes KCC as Claims & Notice Agent
SCHOOL SPECIALTY: Robert Robotti Ceases to Hold Common Shares
SCHOOL SPECIALTY: MSD Capital Disposes of 2.8MM Common Shares

SINO-FOREST CORP: Implements Plan of Compromise & Reorganization
ST TROPEZ: Case Summary & 10 Largest Unsecured Creditors
STOCKTON, CA: Can Enter Creditor Deals Without OK, Judge Says
TERRY SCHWINDT: US Trustee Fails to Block Kutner Miller Hiring
THQ INC: Court Grants Motion to Approve Sale of Assets

UNIFRAX I: Mood's Affirms 'Caa1' Rating on New Sr. Unsec. Notes
UNIFRAX HOLDING: S&P Cuts Rating on New Sr. Secured Debt to 'B+'
UTSTARCOM HOLDINGS: General Shareholders Meeting Set for March 21
VECTOR GROUP: Moody's Affirms B2 CFR, Rates USD375MM Notes Ba3
VECTOR GROUP: S&P Assigns 'B+' Rating to Senior Notes Due 2021

VELATEL GLOBAL: Ironridge to Resell 32-Mil. of Series A Shares
WARNER SPRINGS: Wants Plan Exclusivity Until May 31
WELCH ENTERPRISES: Section 341(a) Meeting Scheduled for Feb. 19
XINERGY CORP: S&P Cuts CCR to CCC, Secured Notes Rating to CCC-

* S&P Revises Ratings on 3 Exploration & Production Companies
* Fitch Says U.S. Non-bank Financial Retail Bond Volumes to Rise
* Moody's Sees Strong Global ACBP Performance in 2013
* Moody's Notes Improvement in Non-Financial Corporate Sectors

* Record-Low Interest on Junk Debt Very Dangerous
* Canadian Personal Bankruptcy Filings Continue to Decline
* Consumers Union Renews Call for Debt Collection Reforms
* Debtwire Releases Distressed Debt Market Outlook Survey

* Optimism Slightly Receding in Office Markets, Survey Shows
* Solyndra-Style Problems Seen in $8.33-Bil. Loan Guarantee
* 2012 Foreclosure Activity Up in 57% of U.S. Metros
* Ontario's Debt Loan Larger Than California, Report Says

* Bryan Cave's H. Mark Mersel Earns AV Preeminent(R) Rating
* Dan McElhinney Joins National DRC Business Development Team

* BOOK REVIEW: The Health Care Marketplace

                            *********

1701 COMMERCE: John P. Lewis Withdraws as Counsel
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized John P. Lewis, Jr., to withdraw as counsel for 1701
Commerce, LLC, formerly known as Presidio Ft. Worth Hotel, LLC.

The Court, in its order, stated that neither the Debtor nor any
creditor or other party-in-interest will be prejudiced since the
Debtor has employed a new counsel to represent its interest in the
case.

As reported in the TCR on Jan. 11, 2013, the  Court has authorized
the employment of Cole, Schotz, Meisel, Forman & Leonard, P.A. as
substitute bankruptcy counsel.

                        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.


1701 COMMERCE: Signs Alternate Asset Purchase Agreement
-------------------------------------------------------
1701 Commerce, LLC, and the proposed buyers -- Presidio Hotel Fort
Worth, LP, PHM Services, Inc., Edward Delorme, and Sushil Patel,
and 1701 Commerce Acquisition, LLC, creditors and parties-in-
interest in the Chapter 11 case -- asked the U.S. Bankruptcy Court
for the Northern District of Texas to:

   i) approve an Alternate Asset Purchase Agreement, which is
      needed to ensure the funding of the proposed buyer's bank
      financing and equity investment; and

  ii) approve a reasonable breakup fee and cost reimbursement in
      the event that the proposed buyer is ready, willing, and
      able to close, and the Debtor fails to close the Alternate
      APA.

On Nov. 5, 2012, the Court granted the Debtor's request to sell
Sheraton Fort Worth Hotel and Spa to PHC Management, LLC (the
Prism Buyer), pursuant to an asset purchase agreement.  In
entering the sale order, the Court specifically held open the
potential that any other interested buyer could substitute in as
the "buyer" under the sale order.

The new buyers are prepared to purchase the  hotel for funds which
would pay all creditors in full and leave a substantial amount for
equity.  They have now advanced their due diligence and have
obtained their conditional funding to the point that it is
necessary for them to obtain their own sale order and asset
purchase agreement, in order to take the transaction to the next
and final stage.

For the avoidance of doubt, the Debtors and the new buyers are not
asking that the sale order be vacated, or that the Debtor cease
moving towards a potential sale with the Prism Buyer.

The key terms of the Alternate APA are:

   1) the purchase price is $48,200,000 in cash, less pro-rated ad
      valorem property taxes;

   2) the Debtor retains causes of action, and collected accounts
      receivable, thereby increasing the effective purchase price
      by the value of the assets (believed to be well in excess of
      $1 million);

   3) the movants waive claims that they have filed against the
      Debtor in excess of $500,000 which, although not in the
      Alternate APA, is hereby unconditionally offered if the
      Alternate APA is approved and closes; and

   4) the TOT Agreement would be assigned to the proposed buyer,
      and the proposed buyer would have to negotiate a franchise
      agreement with the franchisor.

                        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.


250 AZ: Lender Opposes Cash Use, Building Control
-------------------------------------------------
U.S Bank, N.A., objects to 250 AZ, LLC's request to use cash
collateral, terminate Daymark Realty Advisors Inc. as asset
manager, and hire CBRE Inc. as the new asset manager.

U.S. Bank notes that the Debtor is simply a passive investor with
no possessory interest in the office building or right to manage
the Property. At best, the Debtor is entitled to receive its pro
rata share of excess cash, if any, after the payment of debt
service and operating expenses, only if the loan is not in
default.

U.S. Bank, National Association, as trustee for holders of
commercial mortgage pass-through trust certificates, through CW
Capital Asset Management, as special servicer, is owed $64.4
million, secured by the Debtor's interest in the Cincinnati
office.

U.S. Bank notes that according to the Debtor, the Trust is
undersecured by nearly $40 million and the Property is operating
at a $500,000 per month shortfall. Despite these facts, the Debtor
has filed the cash collateral motion, seeking to obtain control of
the Property and Rents in order to, among other things, pay itself
and the other non-debtor TIC Entities $25,000 per month in the
form of an "asset management fee" and in the form of a
distribution from an investment that is not making any profit.

According to U.S. Bank, the Debtor has no right to manage the
Property and no right to any of the Rents. The Rents do not
constitute the Debtor's cash collateral because the Debtor does
not have any legal or equitable interest in the Rents.

U.S. Bank is represented by:

         Keith C. Owens, Esq.
         Jennifer L. Nassiri, Esq.
         VENABLE LLP
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Telephone: (310) 229-9900
         Facsimile: (310) 229-9901

              - and -

         QUARLES & BRADY LLP
         One Renaissance Square
         Two North Central Avenue
         Phoenix, AZ 85004-2391

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities.  250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

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


250 AZ: Taps Hammel Beal as Tax Accountant
------------------------------------------
250 AZ, LLC, seeks to employ John P Lauer, CPA, at Hammel, Beal &
Lauer, PC, as accountant to prepare its State and Federal Tax
returns.

In its application filed with the Bankruptcy Court, the Debtor
said Lauer will advise the Debtor on accounting and tax matters
and to prepare the Debtors State and Federal tax returns or other
reports that may be required by the United States Trustee.

The proposed accountant represents no interest adverse to the
Debtor, or to the estate.

Lauer will be charging the Debtor for his time at the rates for
applicable staff from $80 to $260 per hour.  An estimate of the
anticipated compensation proposed to be paid to the accountant is
as follows:

    a. Estimate $4,000 to prepare the Debtor's Federal, and
       State tax returns.

    b. Estimate $2,500 per month to prepare the Debtor's
       monthly reports.

    c. Estimate $4,500 per month for all accounting services.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities.  250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

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


250 AZ: Proposes Breen Olson as Chapter 11 Counsel
--------------------------------------------------
250 AZ, LLC, seeks to employ Breen, Olson & Trenton, LLP, as
attorneys.

The Debtor has selected BO&T because BO&T has substantial
experience in matters relating to insolvency, reorganization and
bankruptcy law.

The compensation to be paid to BO&T for services to be rendered on
behalf of the Debtor includes reimbursement of all costs incurred,
advanced and payment for services provided at the hourly rates in
effect when work was performed by the attorneys with BO&T.  The
current hourly rates are:

      Attorneys                 $350
      Paralegals                $150
      Law Clerk/Bookkeeper   $50 to $150

Prepetition, BO&T did extensive work for the Debtor to identify
potential capital sources for the multiple LLC's that were owners
of the 250 East Fifth Street Building an in "rolling up" those
interests into 250 AZ LLC.  The firm was paid $342,927 for legal
services incurred for the various members of the Debtor.

BO&T says it has no connection with any other parties in interest
or their respective attorneys in this proceeding, which would
create a disqualification or conflict of interest.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities.  250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

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


A123 SYSTEMS: Navitas Closes Purchase of Government Business
------------------------------------------------------------
Navitas Systems LLC, a provider of energy-enabled system solutions
and energy storage products for commercial, industrial and
government agency customers, on Jan. 30 disclosed that it has
finalized its acquisition of substantially all of the assets of
A123 Systems' former Ann Arbor, Michigan-based government
business, including U.S. military contracts. Navitas Systems' bid
won the defense-related assets of A123 and was approved by the US
Bankruptcy Court on December 11, 2012.  Navitas' acquisition
represents the final milestone in this transaction.  Earlier on
Jan. 30, Wanxiang America Corporation announced that it has
acquired substantially all of the non-government business assets
of A123 Systems, Inc. through a transaction that has been approved
by the Committee on Foreign Investment in the United States
(CFIUS).

Alan ElShafei, Chairman and Founder of Navitas Systems, said,
"Beyond the laboratory, intellectual property assets and
government contracts we formally gained today, we're delighted
that all of our offers to the eligible employees of the Ann Arbor,
Michigan R&D facility were accepted.  This enables Navitas to keep
intact all of the world-class scientists and engineers necessary
to develop and commercialize Nanophosphate lithium ion battery
chemistry and other advanced battery technologies being developed
for critical military and government applications."

In addition to keeping the Ann Arbor R&D team intact, Navitas has
also hired several key engineers from A123's Livonia Automotive
Group who were working on the productization of several government
battery projects.  Nancie ElShafei, CEO of Navitas Systems said,
"Part of the excitement of the Ann Arbor team is because their
research and development work now has a direct outlet to exciting
military and other governmental applications which the Navitas
team in Woodridge Illinois is cultivating.  The second part of
their excitement in accepting the Navitas offers stems from the
leadership of Les Alexander, who will assume the role as General
Manager of the newly titled organization, 'Navitas Advanced
Solutions Group (ASG).'"

Les Alexander has deep experience in the lithium battery industry,
and has been an integral part of the Ann Arbor R&D team since the
days of T/J Technologies, a lithium battery technology firm which
A123 Systems acquired in 2006.  "First off I would like to thank
Alan and Nancie ElShafei and the Navitas team for the vision of
acquiring the A123 Government business.  There's no question that
the last six months have been tough.  But we begin 2013 with a new
company, a clear and well-funded path forward, and the enthusiasm
and support of our employees and customers to get on with the
business of creating and implementing advanced battery solutions
which will have dual-use in both government and commercial
applications.  We are literally 're-charged!'"

Lithium battery safety has been in the news of late, with the
recent incidents involving new Boeing jet aircraft.  Alan ElShafei
added, "Our scientists and engineers know that high performance
can't come at the expense of safety.  We have some exciting new
initiatives on our technology roadmap in this area.  Navitas
Systems will continue to commit and dedicate the resources needed
in working with industry leaders to reinforce safety as the top
priority."

                       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


ABB CONCISE: Term Loan Upsizing No Impact on Moody's 'B2' CFR
-------------------------------------------------------------
Moody's Investors Service said that although the upsizing of ABB
Concise's Term Loan B facility is credit negative, it does not
currently impact the B2 Corporate Family Rating, or stable
outlook.

The principal methodology used in rating ABB/Concise Optical Group
LLC was the Global Distribution and Supply Chain Services Industry
Methodology. ABB Concise's grid-indicated rating, based on Moody's
12-18 month forward view is "B2", at the same level as the
Corporate Family Rating.

Headquartered in Coral Springs, Florida, ABB/Con-Cise Optical
Group LLC distributes soft contact lenses in the United States. On
December 28, 2012, ABB Concise completed a merger with Optical
Distributor Group LLC, the second largest U.S. distributor of
contact lenses. Together, ABB Concise and ODG supply more than
30,000 eye care professionals across the United States, primarily
comprised of independent ECPs, as well as other ECPs including
national retail chains and franchisees. ABB Concise also designs
and manufactures customized contact lenses, and operates
facilities in Florida, Massachusetts, and California. ODG
maintains a facility in New York, which also manufactures digital
ophthalmic lenses. The company is privately owned by financial
sponsor, New Mountain Capital. The combined company will have a
pro forma revenue base of approximately USD850 million.


ADVANCED MICRO: Fitch Downgrades IDR & Debt Rating to CCC'
----------------------------------------------------------
Fitch Ratings has downgraded the following ratings for Advanced
Micro Devices Inc.'s (NYSE: AMD):

--Long-term IDR to 'CCC' from 'B';
--Senior unsecured debt to 'CCC/RR4' from 'B/RR4'.

Fitch's actions affect approximately $2.1 billion of total debt.

The ratings reflect Fitch's expectations that negative free cash
flow (FCF) in 2013 will drive cash below AMD's target level and
potentially approach the company's minimum operating level. Beyond
the near-term, Fitch believes a strong end market recovery and
adoption of AMD's new products will be required to preserve cash
during the company's multi-year transformation.

Fitch expects negative revenue growth in the mid- to high-teens
for 2013, driven by weak consumer spending, robust tablet
penetration and lingering excess channel inventory anticipated for
the first half of the year. Revenue growth could turn positive in
the back half of 2013, assuming strong sales of AMD's new
products.

Negative revenue growth will drive profitability lower in 2013,
despite restructuring actions expected to reduce quarterly
operating expenses to $450 million by the September 2013 quarter.
Fitch expects negative FCF of $250 million to $450 million in 2013
from lower profitability levels and inventory builds related to
new product ramps.

AMD's cash usage will be amplified by cash payments to
GLOBALFOUNDRIES (GF) for amendments to the wafer supply agreement
(WSA), including $215 million in fiscal 2013 and $200 million at
the beginning of fiscal 2014. These cash outflows could be
partially offset by proceeds from AMD's proposed office building
sale-and-leaseback transaction.

AMD is planning first half of 2013 launches of system-on-a-chip
(SoC) accelerated processors for ultra-low power mobility and
tablet products and solid revenue growth in the second of 2013
from ramps of a broad set of design wins. Delays to these
launches, the expected market recovery, or product sales ramps
would exacerbate Fitch forecasts.

Credit protection measures will remain volatile, due to variations
in profitability. Fitch estimates total leverage was 4.2x for 2012
but may approach 10x in 2013. Fitch estimates interest coverage
was 2.8x for 2012 but could fall to 1x in 2013.

AMD's transformation targets higher-growth markets, including
ultra-low-power mobility, high-density servers and semi-custom
embedded products. Given AMD's traditional PC markets represent
the vast majority of sales, achieving the company's target of 40%-
50% of sales from higher-growth markets will require a number of
years.

Fitch believes liquidity was sufficient as of Dec. 29, 2012, and
consisted of $1.18 billion of cash and cash equivalents, including
$181 million of long-term marketable securities. Fitch expects
negative FCF of $250 million to $450 million for the current year,
pressuring liquidity by the end 2013. The company has a stated
target cash level of $1.1 billion and minimum operating cash level
of $700 million.

Total debt was $2.1 billion at Dec. 29, 2012 and consisted of:

- $580 million of 6% senior unsecured convertible notes due 2015;
- $500 million of 8.125% senior unsecured notes due 2017;
- $500 million of 7.75% senior unsecured notes due 2020;
- $500 million of 7.5% senior unsecured notes due 2022;
- Approximately $25 million of capital leases.

AMD's ratings continue to be supported by:

-- Low capital intensity as a fabless semiconductor maker,
    resulting in a stronger FCF profile;

-- Reduced revenue breakeven profitability, pro forma for the
    completion of current restructuring initiatives;

-- The company's role as the only current viable alternative
    microprocessor supplier to Intel, although Fitch expects new
    entrants in certain markets over the intermediate term.

Fitch's concerns center on:

-- Limited financial flexibility, given cash usage trends;
-- AMD's modest share of the overall PC market and limited share
    in rapidly growing small-form factor mobility products;
-- High R&D intensity as a fabless semiconductor maker.

Further negative rating actions could be taken if the penetration
of new APU products is lackluster, resulting in revenue declines
and cash usage beyond 2013.

Positive rating actions could occur if:

-- FCF exceeds the upper end of Fitch's base case range;

-- Strong adoption of new products, portending solid revenue
    growth and positive FCF in 2014.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized rather than liquidated in a
bankruptcy scenario. This is given Fitch's estimates that AMD's
reorganization value of approximately $1 billion exceeds a
projected liquidation value of $682 million.

To arrive at a reorganization value, Fitch assumes a 4x
reorganization multiple and applies it to its estimate of
distressed operating EBITDA of $260 million, which covers
estimated annual fixed charges, resulting in an adjusted
reorganization value of $939 million after subtracting
administrative claims.

Fitch estimates the approximately $2.1 billion of unsecured claims
recover approximately 45%, resulting in an RR of 'RR4'.


ALL YEAR COOLING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: All Year Cooling and Heating, Inc.
        1345 NE 4th Avenue
        Fort Lauderdale, FL 33304

Bankruptcy Case No.: 13-11811

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $3,129,575

Scheduled Liabilities: $9,270,020

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-11811.pdf

The petition was signed by Thomas Smith.


ALLIANCE GRAIN: S&P Assigns 'B' CCR, Rates 2nd Lien Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Regina, Sask.-based Alliance Grain
Traders Inc. (AGT).  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' issue-level
rating and '4' recovery rating to AGT's proposed C$125 million
senior secured second-lien notes.  The '4' recovery rating
indicates S&P's expectation of average recovery (30%-50%) in the
event of default.

Proceeds from the notes issuance will be used to refinance a
portion of the company's existing debt and for general corporate
purposes.

"The ratings on AGT reflect what we view as the company's weak
business risk profile, characterized by its narrow diversity in
the sourcing, processing, and distribution of pulses; the high
degree of fragmentation in the global market for pulses; and its
weak and volatile earnings owing to inherent weather-related risks
and unpredictable supplies for its key commodities," said Standard
& Poor's credit analyst Donald Marleau.

"We believe these weaknesses are mitigated somewhat by the
company's increasing business diversity and its leading position
in global pulse processing," Mr. Marleau added.

S&P views AGT's financial risk profile as aggressive, demonstrated
by high debt leverage of more than 6x, as elevated debt levels
from acquisitions and other investments coincided with lower
earnings in 2012 caused by weakened demand in some of its key
markets.  AGT's high leverage is counterbalanced by stable, albeit
low, EBITDA margins that should support steady cash flow
protection and adequate liquidity.

"The stable outlook reflects our expectation that improved demand
in AGT's key markets and the company's expanded footprint should
support stronger profitability and lower leverage in 2013.
Notwithstanding good EBITDA interest coverage, working capital and
growth capital expenditures could contribute to a free and
discretionary cash burn in the absence of improved working capital
efficiency, potentially constraining a meaningful improvement in
leverage amid better business conditions.  We could lower the
rating if AGT's credit measures deteriorated and were more
consistent with the highly leveraged financial risk profile,
characterized by debt to EBITDA sustained above 6.5x, EBITDA
interest coverage of less than 2.5x, and single-digit funds from
operations to debt, which we believe could occur if gross margins
remained below 9% indicating persistently weak demand in its core
markets.  On the other hand, we could raise the rating if AGT's
leverage declined to below 4x on a sustainable basis, which would
be more consistent with a significant financial risk profile.  We
believe that such a scenario could occur if gross margins
rebounded to the 10.5%-11.0% AGT generated in 2011, indicating
more steady market conditions, improved returns from AGT's recent
investments, and a potentially stronger business risk profile,"
S&P noted.


ALLIED SYSTEMS: Yucaipa Makes Offer to Try to Avoid Court Fight
---------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that Ron Burkle's
Yucaipa Cos. has made an offer to bail out trucker Allied Systems
Holdings Inc. from its third trip to bankruptcy, but lenders Black
Diamond Capital Management LLC and Spectrum Investments Partners
LP are pushing ahead to fight out the company's fate in court.

                       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.


ANTERO RESOURCES: Moody's Assigns 'B2' Rating to USD150MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Antero Resources
Finance Corporation's proposed USD150 million senior notes due
2020. The notes are being offered as an add-on under the indenture
to the existing USD300 million senior notes due 2020. Net proceeds
from the notes offering will be used to repay borrowings under its
senior secured revolving credit facility and to pre-fund the
company's USD1.65 billion capital budget. The rating outlook was
changed to stable from positive.

"Antero's repositioning of its asset portfolio into the liquids-
rich Marcellus and Utica Shale plays provide for proved developed
reserve, production and cash flow growth potential," stated
Michael Somogyi, Moody's Vice President -- Senior Analyst.
"However, the company's plan to significantly out-spend internally
generated cash flow through 2013 is expected to elevate its
leverage profile and constrains the ratings at this time."

Issuer: Antero Resources Finance Corporation

Corporate Family Rating, Affirmed B1

Probability of Default rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

USUSD525 million Senior Unsecured Regular Bond/Debenture, Affirmed
B2

USUSD400 million Senior Unsecured Regular Bond/Debenture, Affirmed
B2

USUSD300 million Senior Unsecured Regular Bond/Debenture, Affirmed
B2

USUSD150 million Senior Unsecured Regular Bond/Debenture, Assigned
B2

USUSD150 million Senior Unsecured Regular Bond/Debenture, Assigned
LGD4-66%

Rating outlook changed to stable from positive

Ratings Rationale

The B1 CFR reflects Antero's small ratio of proved developed (21%)
to total proved reserve base, natural gas weighted production
profile (93%) and high reliance on external funding sources to
finance its growth plans. The B1 CFR is supported by the size of
the company's proved reserves, expectations for low F&D costs
based on its large inventory of low-risk drilling locations and
its robust commodity hedging program to protect future cash flow.

The B2 rating on the proposed USD150 million add-on senior notes
reflects both Antero's overall probability of default, to which
Moody's assigns a PDR of B1-PD, and a loss given default of LGD 4
(66%). Antero also has USD525 million of senior notes due 2017,
USD400 million of senior notes due 2019 and USD300 million of
senior notes due 2020. Both the new and existing senior notes are
unsecured and are, therefore, subordinated to the senior secured
credit facility's potential priority claim to the company's
assets. The size of the potential senior secured claims relative
to the unsecured notes outstanding results in the senior notes
being notched one rating below the B1 CFR under Moody's Loss Given
Default Methodology.

Pro forma for the note offering, Antero will have full
availability to the USD700 million lender commitment under its
USD1.24 billion senior secured revolving credit facility. Based on
the company's growth plans, this availability is not expected to
be sufficient to fund its capital budget through 2013, at which
time additional outside capital will be required. Therefore,
Moody's expects the company to increase its debt balance and
leverage profile to rise to over USD27,000 per barrels of oil
equivalent (BOE) on an average daily production basis and over
USD10.50 per BOE on a proved developed reserve basis. The
revolving credit facility matures in May 2016. It requires that
Antero maintain a minimum current ratio of 1.0x and a minimum
interest coverage ratio of 2.5x -- the company is expected to
remain in compliance with both ratios. The liquidity rating of
SGL-3 reflects the expectation that internally generated cash flow
will not be sufficient to fund the planned capital budget, and
therefore there is a high degree of reliance on external sources
of capital.

Antero has narrowed its operating focus by repositioning its asset
base into the liquids-rich Marcellus and Utica Shale plays. The
company closed the sale of its properties in the Arkoma Basin in
June 2012 for USD445 million and closed the sale of its assets in
the Piceance Basin in December 2012 for USD325 million. The
company's remaining properties are now focused in the Utica,
Marcellus, and Upper Devonian Shale plays within the Appalachian
Basin. Adjusted for the Arkoma asset sale, Antero ended the
calendar year 2012 with a proved reserve base of approximately 822
million barrels of oil equivalent (MMboe), of which 75% was
natural gas and only 21% was classified as proved developed.

The principal methodology used in rating Antero Resources Finance
Corporation 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.

Antero Resources, LLC is a private, independent exploration and
production company headquartered in Denver, Colorado.


ANTERO RESOURCES: S&P Retains 'B+' Rating on 6.0% Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' issue rating on
Antero Resources Finance Corp.'s 6.0% senior unsecured notes due
2020 is unchanged after the company announced it will seek to add
a proposed $150 million to the existing $300 million notes
outstanding, bringing the total issue amount to $450 million.  The
recovery rating on the notes is '4', indicating S&P's expectation
of average (30% to 50%) recovery in the event of a payment
default.  The issue and recovery ratings are based on S&P's rating
on exploration and production company Antero Resources LLC
(B+/Stable/--), which guarantees the proposed notes on a senior
unsecured basis.

The exploration and production company intends to use proceeds to
repay a portion of the outstanding borrowings under its senior
secured revolving credit facility.

The ratings on Denver-based Antero Resources LLC (Antero) reflect
S&P's assessment of the company's "weak" business risk and
"aggressive" financial risk.  The ratings on Antero incorporate
the company's participation in the competitive and highly cyclical
oil and gas industry, the high percentage of proved undeveloped
reserves, significant costs associated with the company's
development of its proved reserve base, and its high concentration
of natural gas reserves.  S&P's ratings also reflect the company's
good cash operating costs, solid reserve replacement, and Antero's
favorable hedges.

RATINGS LIST

Antero Resources LLC
Corporate credit rating                B+/Stable/--

Antero Resources Finance Corp.
$450 mil 6.0% sr unsecd nts due 2020*  B+
  Recovery rating                       4

*$150 million added to existing $300 million notes


ATP OIL: Shallow-Water Auction Scheduled for Feb. 26
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. will hold an auction for its
shallow-water properties on Feb. 26 under sale procedures approved
by the U.S. Bankruptcy Court in Houston.  The company is required
to sell the assets under provisions in the loan financing the
Chapter 11 effort.

According to the report, preliminary bids are due Feb. 5, followed
by a Feb. 19 final bid deadline, the Feb. 26 auction, and a
hearing on Feb. 28 for approval of the sale.  No buyers are yet
under contract.  The bankruptcy court will hold a hearing Feb. 14
for approval of auction procedures for ATP's deep-water
properties.

The report relates that the shallow-water properties have proved
reserves of 2.5 million barrels of crude oil equivalent.  There is
an additional 544,000 in probable and possible barrels of crude
equivalent, according to a court filing.  Buyers will be permitted
to bid block-by-block or for the entire package.  ATP is required
to sell the assets because a geologist's report came in below a
specified threshold in the loan agreement financing the
bankruptcy.

                           About ATP Oil

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

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

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

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


BEAZER HOMES: Prices Offering of $200 Million Senior Notes at Par
-----------------------------------------------------------------
Beazer Homes USA, Inc., priced its previously-announced offering
of $200 million aggregate principal amount of 7.25% Senior Notes
due 2023 at par.  The Notes are being offered in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933.

The Company is offering 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 6.875% 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."

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.

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
Caa1 from Caa2 and probability of default rating to Caa1-PD from
Caa2-PD.  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.

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.


BERNARD L. MADOFF: Lautenberg Seems to Convince Judges in Appeal
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lawyers for U.S. Senator Frank Lautenberg seemed on
the way to convincing the U.S. Court of Appeals in Manhattan that
customers defrauded by Bernard L. Madoff Investment Securities LLC
eventually will be able to sue members of Madoff's family.

According to the report, through a family foundation, Sen.
Lautenberg, a New Jersey Democrat, was among those appealing a
decision from December 2011 by a district judge in New York, who
upheld the bankruptcy court and barred individual customers from
suing Madoff's family members.

The report relates that in the appeal argued Jan. 25 in the U.S.
Appeals Court in Manhattan, at least two of the three judges on
the appeals court panel seemed inclined to agree that customers
can sue Madoff family members after trustee Irving Picard makes
all the recoveries he ever will realize from suits against
insiders.

The report discloses even the lawyer for Picard, David Sheehan
from Baker & Hostetler LLP, told the judges he wouldn't object if
customers were to sue once he's collected all of his judgments
against the Madoff family.

Mr. Sheehan argued that the trustee alone is entitled to sue.
Every dollar the family received from the Madoff firm was the
product of a fraudulent transfer because it was stolen from
customers, Mr. Sheehan said.

Circuit Judge Reena Raggi posed a hypothetical where Bernard
Madoff's brother received an inheritance from a third party not
tainted with fraud. She said it "strikes me as odd" if the Madoff
trustee were to argue that customers couldn't sue to recover money
that came from another source.

The appellate judges didn't say when they will rule. In the
opinion the Lautenberg Foundation is appealing, U.S. District
Judge Alvin K. Hellerstein said the trustee is suing the Madoff
family for $200 million.  The creditors' suits are based on
"alleged misrepresentations and lies that every creditor of the
estate suffered," the judge said.  As a result, Judge Hellerstein
ruled that the lawsuit belongs to Mr. Picard, in accord with prior
decisions from the U.S. Court of Appeals in Manhattan.

The Lautenberg appeal in the Court of Appeals is Lautenberg
Foundation v. Picard (In re Bernard L. Madoff Investment
Securities LLC), 11-5421, U.S. Court of Appeals for the Second
Circuit (Manhattan).  The injunction appeal in district court
is Lautenberg Foundation v. Picard (In re Bernard L. Madoff),
11-02135, U.S. District Court, Southern District of New York
(Manhattan).

                      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.


BERNARD L. MADOFF: Attorney General Lays Out Case Against Trustee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Attorney General Eric Schneiderman laid out
his argument why the bankruptcy of Bernard L. Madoff Investment
Securities LLC is no bar to a settlement under which principals of
one of Madoff's main feeder funds will pay $410 million to the
funds' investors.

According to the report, after Mr. Schneiderman announced the
settlement, Madoff trustee Irving Picard started a lawsuit in
bankruptcy court contending that the settlement is an interference
with property of the bankrupt estate and is therefore
automatically void.

Mr. Schneiderman persuaded U.S. District Judge Jed Rakoff to
remove the dispute from bankruptcy court.  In briefs filed, Mr.
Schneiderman and representatives of the feeder funds affiliated
with J. Ezra Merkin explained why they are entitled to complete
the settlement.  On a technical point, they say there is no
property of the Madoff estate involved and thus no automatic
prohibition against settlement of the suit brought by the state
attorney general for violation of New York's Martin Act.

According to the report, Mr. Schneiderman said proceeds from his
settlement will go to investors in the feeder funds, who aren't
Madoff customers and have no claims to be paid with money from the
Securities Investor Protection Corp.  The attorney general
contends that his settlement is much larger than whatever suit Mr.
Picard could bring successfully against the feeder funds and their
managers since the feeder funds took out less than they invested
with Madoff.

Mr. Picard has argued previously that the feeder funds and their
managers won't have enough money left after the settlement to pay
judgments he expects to obtain.

Mr. Schneiderman also contends there is no power in bankruptcy law
to stop a state attorney general's lawsuit enforcing police and
regulatory powers.

The decision ultimately to be rendered by Rakoff will decide who
receives the $410 million.  If Mr. Picard wins, halts the attorney
general's lawsuit, and recovers $410 million or some other amount
from Merkin, Picard will distribute the funds to Madoff customers,
probably not including Merkin's own investors.

Mr. Schneiderman, on the other hand, will turn over most of the
$410 million to the Merkin customers.

The dispute with Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, U.S. District Court, Southern District
New York (Manhattan). The lawsuit with Schneiderman in bankruptcy
court is Picard v. Schneiderman, 12-01778, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                      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.


BERRY PLASTICS: Moody's Raises Corp. Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Berry Plastics to B2 from B3 and the probability of default rating
to B2-PD from B3-PD. The speculative grade liquidity rating was
also upgraded to SGL-2 from SGL-3. Moody's also assigned a B1
rating to the incremental USD1.03 billion term loan B. Additional
instrument ratings are detailed below. The ratings outlook remains
stable.

The proceeds of the incremental term loan will be used to repay
USD681 million first lien notes due 2015, USD210 million second
lien senior secured notes due 2014 and USD127 million of senior
subordinated notes due 2016.

Simultaneously with the upgrade, Moody's moved the corporate
family, probability of default and speculative grade liquidity
ratings to the parent Berry Plastics Group Inc from Berry Plastics
Corp. The change is due to the fact that Berry Plastics Group Inc.
is now the entity that files financials with the SEC following an
IPO in October 2012.

Moody's took the following rating actions:

Berry Plastics Group Inc.

Assigned B2 corporate family rating

Assigned B2-PD probability of default rating

Assigned SGL-2 speculative grade liquidity rating

Upgraded USD500 million unsecured Term Loan due 6/5/2014 (USD39
million outstanding), Caa1/LGD 6-96% from Caa2/LGD 6-96%

Berry Plastics Corporation

Withdrew B3 corporate family rating

Withdrew B3-PD probability of default rating

Withdrew SGL-3 speculative grade liquidity rating

Assigned USD1,030 million Gtd. 1st Lien Sr. Sec. Term Loan B,
B1/LGD 3-41%

Affirmed USD1,200 million Gtd. 1st Lien Sr. Sec. Term Loan due
4/3/2015 (USD1134M outstanding), B1/LGD 3-41% from LGD 3-32%

Affirmed USD680 million Gtd. 1st Lien Sr. Sec. Flt. Rt. Global
Notes due 2/15/2015, B1/LGD 3-32% (To be withdrawn after the
transaction closes)

Affirmed USD370 million Gtd. 1st Lien Sr. Sec. 8.25% Global Notes
due 11/15/2015, B1/LGD 3-41% from LGD 3-32%

Affirmed USD225 million Gtd. 2nd Lien Sr. Sec. Flt. Rt. Notes due
9/15/2014, Caa1/ LGD 5-74% (USD210 million outstanding) (To be
withdrawn after transaction closes)

Affirmed USD500 million Gtd. 2nd Lien Sr. Sec. 9.5% Notes due
5/15/2018, Caa1/LGD 5-85% from LGD 5-74%

Affirmed USD800 million Gtd. 2nd Lien Sr. Sec. 9.75% Global Notes
due 1/15/2021, Caa1/LGD 5-85% from LGD 5-74%

Affirmed USD265 million Gtd. Sr. Sub. 10.25% Global Notes due
3/01/2016 (USD127 million outstanding), Caa2/LGD 6-93% (To be
withdrawn after transaction closes)

Ratings Rationale

The upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile. Berry has significantly reduced debt and
decreased interest expense with the proceeds from the recent IPO
and the proposed refinancing will decrease interest expense
further. The company has also benefited from accretive
acquisitions, exiting low-margin business and focusing on cost-
cutting and productivity initiatives. The lack of an upgrade in
the instrument ratings reflects the large reduction in unsecured
debt which previously supported the secured debt ratings. The
instrument ratings are sensitive to the amount of second lien debt
outstanding. The upgrade of the speculative grade liquidity rating
to SGL-2 from SGL-3 reflects a good liquidity profile
characterized by expected modest free cash flow over the next
year, depending upon resin prices, and adequate liquidity under
the revolving credit facility.

Berry's B2 Corporate Family Rating reflects the company's exposure
to more cyclical end markets, relatively fair contract position
with customers and high percentage of commodity products. The
rating also reflects the fragmented and competitive industry
structure and the company's historical financial aggressiveness
and acquisitiveness.

Strengths in Berry's competitive profile include its scale,
concentration of sales in food and beverage packaging, and good
liquidity. The company's strengths also include a strong
competitive position in rigid plastic containers and a history of
producing innovative products despite the large percentage of
commodity products.

The ratings outlook is stable. The stable outlook is predicated
continued good operating performance, the maintenance of adequate
liquidity, and no further deterioration in the operating and
competitive environment. The stable outlook is also predicated
upon the company's adherence to its pledge to maintain a more
balanced financial profile and direct free cash flow to debt
reduction or bolt-on, accretive acquisitions.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to a more
aggressive financial profile could also prompt a downgrade.
Specifically, the rating could be downgraded if total adjusted
debt to EBITDA rises above 6.0 times, EBITA to gross interest
coverage declines below 1.5 time, the EBITA margin declines below
the high single digits, and/or free cash flow to debt declines
below the mid-single digits.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment while maintaining good liquidity. An
upgrade would also be dependent upon maintenance of good liquidity
and less aggressive financial and acquisition policies. The
ratings could be upgraded if adjusted total debt to EBITDA moves
below 5.0 times, free cash flow to debt moves up to the high
single digit range, the EBITA margin improves to the double digit
range, and EBITA to gross interest coverage moves above 1.8 times.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


BERRY PLASTICS: Plans to Secure $1 Billion of Incremental Loan
--------------------------------------------------------------
Berry Plastics Group, Inc.'s subsidiary, Berry Plastics
Corporation, intends to obtain commitments for $1 billion of first
lien senior secured term loans, to be structured as an incremental
facility under Berry's existing term loan credit agreement.  Berry
intends to use the net proceeds from the borrowing of the New
Loans to redeem its Second Priority Senior Secured Floating Rate
Notes due 2014, First Priority Senior Secured Floating Rate Notes
due 2015 and 10 1/4% Senior Subordinated Notes due 2016.  Berry is
in discussion with lenders regarding the New Loans; however, there
can be no assurance that Berry will obtain the commitments in the
time frame or on the terms it expects, or at all or that the
Redemption will occur.

                        About Berry Plastics

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

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

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

                           *     *     *

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

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


BRIGHT HORIZONS: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Watertown, Mass.-based childcare center operator Bright
Horizons Capital Corp. to 'B+' from 'B'.  S&P subsequently
withdrew this rating as the company has repaid all of its debt and
S&P do not expect further financings at this entity.

At the same time, S&P assigned Bright Horizons Family Solutions
LLC a 'B+' corporate credit rating.  S&P has removed all ratings
from CreditWatch, where they were placed with positive
implications on Jan. 14, 2013.  The outlook is stable.

In addition, S&P assigned Bright Horizons Family Solutions LLC's
$890 million senior secured credit facilities (consisting of a
$790 million term loan due 2020 and a $100 million revolving
credit facility due 2018) a 'B+' issue-level rating (at same level
with the corporate credit rating), with a recovery rating of '3',
indicating S&P's expectation for meaningful recovery (50% to 70%)
in the event of a payment default.

Proceeds of the credit facility have been utilized to refinance
Bright Horizons Family Solutions' higher-cost $430 million in term
loans, $300 million 11.5% senior subordinated notes due 2018, and
$75 million undrawn revolving credit facility due 2014.  IPO
proceeds of $222 million have been used to repay Bright Horizons
Capital Corp.'s $198 million 13% pay-in-kind notes due 2018.

"The upgrade of Bright Horizons Capital Corp. is based on the
recent completion of the refinancing and IPO transactions that
improve the company's credit profile," said Standard & Poor's
credit analyst Hal Diamond.

Pro forma lease-adjusted debt leverage at Sept. 30, 2012, improves
to 5.2x from 5.9x, while EBITDA coverage of interest expense
increases to 3.6x from 1.9x, reflecting lower debt levels and a
sharp reduction in the average cost of debt.

"Our 'B+' rating on Bright Horizons Family Solutions LLC reflects
our expectation that leverage, albeit high, will gradually decline
over the intermediate term, despite the company's acquisition
orientation and high capital investment needs for new center
openings, based on relatively steady growth in demand for its
services.  These factors underpin our assessment of financial risk
profile as "aggressive."  We view Bright Horizons' business risk
profile as "fair" because of its good position in employer-
sponsored centers, some sensitivity of capacity utilization rates
to high unemployment, and highly competitive conditions in the
fragmented child care business.  We assess the company's
management and governance as fair, S&P added

Despite being a small to midsize company, Bright Horizons is the
largest U.S. provider of employer-sponsored, workplace-based
childcare, five times larger than its nearest competitor.  Bright
Horizons is also the third largest operator of childcare centers,
allowing for clustering and economies of scale in marketing and
management.  Childcare services are provided by clients to their
employees to enhance employee retention.  Employer-sponsored
centers, which account for two-thirds of the total, have been less
volatile than retail-based competition.  Fixed costs are
relatively high, because of significant lease costs and the
company's commitment to maintaining high center staffing levels to
provide superior customer service.  Bright Horizons serves clients
across a diverse group of industries in 42 states, and also has
a growing presence in the U.K., which accounts for about 15% of
EBITDA.

The stable rating outlook reflects S&P's view that the company
will be able to maintain credit measures and adequate liquidity,
despite its aggressive financial policies.  S&P currently view
both an upgrade and downgrade as equally unlikely.

The company is still majority-owned by a private equity sponsor;
accordingly, S&P could lower the rating if the company pursues
debt-financed special dividends or sizeable debt-financed
acquisitions (which S&P currently do not believe are likely).
More specifically, a downgrade could occur if shareholder-favoring
actions result in lease-adjusted leverage above 6x on a sustained
basis or covenant headroom of less than 20% and prospects for
further deterioration, likely restricting the company's ability to
draw under its revolver.  S&P could also lower the rating if
enrollment and occupancy rates significantly decline, resulting
from a still-high unemployment rate.  More specifically, if
revenue declines at a mid-single-digit percentage rate and the
EBITDA margin contracts by 100 basis points from the current
level, leverage would also increase to more than 6.0x.

S&P could raise the rating if Bright Horizons articulates a less
aggressive financial policy and S&P concludes that the company
will be able to maintain lease-adjusted debt leverage around 4x,
while continuing to improve its EBITDA margin.


CARVILLE NATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carville National Leather Corp.
        P.O. Box 40
        Johnstown, NY 12095

Bankruptcy Case No.: 13-60101

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Debtor's Counsel: Richard L. Weisz, Esq.
                  HODGSON RUSS LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  E-mail: Rweisz@hodgsonruss.com

Scheduled Assets: $1,128,790

Scheduled Liabilities: $1,392,535

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nynb13-60101.pdf

The petition was signed by Robert Carville, president.


CB BRIELLE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CB Brielle, LLC
        1101 W. Waterloo Road
        Edmond, OK 73025

Bankruptcy Case No.: 13-10282

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Stephen J. Moriarty, Esq.
                  FELLERS SNIDER
                  100 N. Broadway Ave., Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  E-mail: smoriarty@fellerssnider.com

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

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

A copy of the Company's list of its three largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/okwb13-10282.pdf

The petition was signed by Bradley L. Grow, president.


CENTRAL EUROPEAN: Defends Revised Deal, Blasts Kaufman Suit
-----------------------------------------------------------
The Board of Directors of Central European Distribution
Corporation sent a letter to Mark Kaufman in response to his
letters to the CEDC Board of Directors and other investors in CEDC
dated Jan. 16, 2013, and Jan. 25, 2013.  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.

In the Jan. 16, 2013 Letter, Mr. Kaufman indicated his withdrawal
of support from CEDC's revised deal with Roust Trading Ltd. saying
that the terms of the amended transaction no longer deliver a
clear and definitive path to resolving CEDC's immediate liquidity
crisis.  In a subsequent message, Mr. Kaufman stated his intention
to file a complaint with the Delaware Court of Chancery to compel
CEDC to hold an Annual General Meeting at the earliest possible
date, which complaint was formally filed on January 28.

In its January 29 letter, the Board defended the Revised Deal with
RTL stating that the "deal enables CEDC to carry on its operations
during the critical Winter months while, at the same time,
providing CEDC with an opportunity to work with its advisors and
RTL to identify an appropriate restructuring path to address
CEDC's critical financial challenges."

"The December deal is aimed at ensuring that shareholder democracy
prevails," the letter adds.  "The agreement with RTL is simply
that shareholders be given a choice between a Board that continues
to be led by non-RTL directors and a Board led by directors
nominated by RTL.  The choice is entirely for the shareholders to
make, which is evidence that the directors are not entrenched at
all, but simply recognize their duty to see the successful
restructuring of CEDC through."

CEDC and Russian Standard are currently preparing to call an
Annual Meeting of CEDC shareholders as soon as practicable and
expect to do so in the coming weeks.

"The Board is disappointed that you feel it necessary to force
CEDC to incur the unnecessary additional expense of responding to
a suit to force the calling of an Annual Meeting that will
ultimately prove unnecessary," the Board concludes.

A copy of the letter is available at http://is.gd/RBf60V

                            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.


CHAMPION INDUSTRIES: Incurs $22.9 Million Net Loss in Fiscal 2012
-----------------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $22.91 million on $104.41 million of total revenues
for the year ended Oct. 31, 2012, compared with a net loss of
$3.97 million on $104.51 million of total revenues during the
prior fiscal year.

The Company reported a net loss from continuing operations of
$1.4 million for the quarter ended Oct. 31, 2012, compared to a
net loss from continuing operations of $5.5 million for the
quarter ended Oct 31, 2011.

The Company's balance sheet at Oct. 31, 2012, showed
$47.96 million in total assets, $49.34 million in total
liabilities, and a $1.37 million total shareholders' deficit.

Arnett Foster Toothman PLLC, in Charleston, West Virginia, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Oct. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has been unable to obtain a longer term financing
solution with its lenders, which raises substantial doubt about
its ability to continue as a going concern.

Marshall T. Reynolds, chairman of the board and chief executive
officer of Champion, said, "Our results continue to be impacted by
various cash and non-cash events in both 2012 and 2011.  If we
examine our gross profit, which is a key starting point for
profitability, our gross profit dollars were $30.9 million in 2012
and $31.2 million in 2011, which is essentially flat.  In other
words, in spite of the numerous hurdles, challenges and actions we
have taken in 2012, in the final analysis we were able to
essentially hold our core business stable.  In 2013 we are
continuing to review operations and will adjust where necessary.
In addition, we intend to work with our secured creditors and
advisors to address our debt maturities and liquidity to the best
of our ability."

Mr. Reynolds concluded, "We will continue to focus on our core
businesses and identify opportunities to improve our performance
and efficiencies.  We must focus on improving our core business
which should be a key component of a fundamental solution to our
pending credit maturities."

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

                        http://is.gd/WdiTQ3

                     About Champion Industries

Champion Industries, Inc., is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets in the United States.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, WV.  The
Company's sales force sells printing services, business forms
management services, office products, office furniture and
newspaper advertising.  Its subsidiaries include Interform
Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas
Printing, The Bourque Printing, The Capitol, and The Herald-
Dispatch.


CHOCTAW GENERATION: Moody's Withdraws 'Caa1' Rating on Certs.
-------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Choctaw
Generation Limited Partnership's approximately USD288 million of
outstanding Pass-Through Trust Certificates because it believes it
has insufficient or otherwise inadequate information to support
the maintenance of the ratings.

Ratings Rationale

Moody's understands the Trust Certificate holders have entered
into a forbearance agreement with the project thereby allowing it
to retain cash that would otherwise have been utilized to make a
December 2012 rent payment. Moody's also understands that
discussions among the parties pertaining to a potential sale and
debt restructuring are ongoing. Although Moody's continues to
believe recovery prospects for the Trust Certificate holders are
strong and fully incorporated into the prior Caa1 rating, Moody's
no longer has sufficient visibility into the process to maintain a
rating.

On January 28, 2013, Choctaw received approval from the Federal
Energy Regulatory Commission for the proposed sale of IPR-GDF SUEZ
Generation North America's interests in the project to PurEnergy,
a limited liability company owned by three individuals. Operation
and maintenance of the facility will be provided by Red Hills
Operations, an indirect subsidiary of Southern Company, if the
restructuring is successful. Financial terms for the transaction
have not been disclosed.

Choctaw operates the 440 MW lignite-fired Red Hills Energy
Facility located in Choctaw County, Mississippi. The circulating
fluidized bed generation facility began operations in 2002. The
project sells all its power output pursuant to the terms of a
long-term power purchase and operating agreement with Tennessee
Valley Authority (TVA: Aaa senior unsecured, stable).


CIVIC PARTNERS: Court Keeps Ruling on Main Street Lease
-------------------------------------------------------
Bankruptcy Judge Thad J. Collins in Sioux City, Iowa, denied the
Motion of Civic Partners Sioux City, LLC, to Reconsider the
Court's (1) Order Denying Motion to Establish that the Main Street
Lease is Revoked, Not "Unexpired" and (2) Order Granting Motion
for Order Regarding Status of Amended and Restated Lease filed by
Main Street Theaters.

Main Street resisted the Motion to Reconsider.

The Debtor asked the Court to reconsider an oral, expedited ruling
in July 2012 wherein the Court determined which lease of two
leases -- an original lease or an amended lease -- governed the
relationship of the parties for purposes of the bankruptcy case.
Main Street operates a multiscreen movie theater at the Debtor's
business complex.  The Debtor argued it terminated the amended
lease before bankruptcy, and that the termination properly
reinstated the original lease.  Main Street argued the Debtor
failed to properly terminate the amended lease or did not have
authority to do so.

Main Street asserted the amended lease remains in effect.

The Court heard this issue -- which would otherwise be a
confirmation issue -- out of order on an expedited basis at the
request of the parties.  The Court ruled that the amended lease
governed because the Debtor did not properly terminate the lease.

The Court ruled the termination paragraph of the amended lease was
for all intents and purposes a provision allowing rescission, and
the Debtor did not properly rescind.  In particular, the Court
held the Debtor did not refund a $200,000 payment Main Street made
to get the amended lease agreement.  The Court also made an
alternative ruling that the Debtor did not have proper authority
to terminate the lease without its lender's consent -- which it
did not have.

The Debtor moved for reconsideration, arguing the Court misapplied
Iowa law on rescission by not allowing the Debtor a credit or
offset against the $200,000 for the benefits it provided to Main
Street under the amended lease.  The Debtor also argued it
discovered new facts indicating there was no need for an expedited
resolution of this issue and that the Court should vacate its
ruling and set the matter over for confirmation.  The Debtor also
asserts that the Court failed to address several of the Debtor's
alternative arguments including reformation, equitable estoppel,
and equitable fraud.

Main Street resisted and argued the Court correctly determined the
matter in its ruling and there is no basis for reconsideration.

Judge Collins reiterated the Court did not misapply Iowa law on
rescission, the newly discovered facts are irrelevant, and the
alternative arguments are inapplicable to this issue and/or are
reserved for the confirmation hearing.

A copy of the Court's Jan. 29, 2013 Amended Ruling is available at
http://is.gd/eLjqnVfrom Leagle.com.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq., at Baron,
Sar, Goodwin, Gill & Lohr, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by Steven P. Semingson,
managing member.


CLINICA INTERDISCIPLINARIA: Case Summary & Creditors List
---------------------------------------------------------
Debtor: Clinica Interdisciplinaria De Psiquiatria Avanzada Inc.
          aka CIPA Inc.
        650 Lloveras Edif Centro Plaza, Suite 101
        San Juan, PR 00909-2113

Bankruptcy Case No.: 13-00561

Chapter 11 Petition Date: January 29, 2013

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

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUES
                  P.O. BOX 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Scheduled Assets: $1,813,991

Scheduled Liabilities: $1,738,882

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-00561.pdf

The petition was signed by Carlos Augusto Caban Pacheco,
president.


COMMONWEALTH GROUP: Has Final OK to Use PNC Bank Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court granted, on a final basis, Commonwealth
Group-Mocksville Partners, LP, authorization to use cash
collateral of PNC Bank.

As adequate protection, PNC Bank is granted replacement liens in
and to all property of the estate of the kind presently securing
the indebtedness owing to PNC Bank.  Quarterly fees owed to the
U.S. Trustee and professional fees will be carved out.

As reported in the TCR on Dec. 7, 2012, prior to the Petition
Date, the Debtor issued to National City Bank of Kentucky a
Promissory Note dated Sept. 9, 2004, for $6,630,138, and a second
Promissory Note, also dated Sept. 9, 2004, for $5,100,000.  To
secure payment of the obligations owing to National City, the
Debtor granted its Deed of Trust and Security Agreement
encumbering real property in Davie County, North Carolina, and
fixtures and personal property.  The Notes are held by PNC Bank.

As of Oct. 25, 2012, the total debt owing by Mocksville Partners
to PNC Bank on the Development Note was $2,493,724, including
interest, and the amount owing on the Construction Loan Note was
$4,597,293, including interest.

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
Commonwealth Group owns a retail center and adjacent undeveloped
land in Davie County, North Carolina.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., serves as counsel.  The
petition was signed by Milton Turner, chief manager and general
partner.


COMMONWEALTH GROUP: Can Employ Gentry Tipton as Counsel
-------------------------------------------------------
The Bankruptcy Court authorized Commonwealth Group-Mocksville
Partners, LP, to employ Gentry, Tipton & McLemore, P.C., as
counsel for the Debtor.

Gentry Tipton received a $25,000 retainer, which the firm has
agreed to hold in its trust account, plus $1,046 to pay the
Chapter 11 filing fee.

Mocksville Partners has agreed to compensate the law firm based on
its customary hourly rates and to reimburse the firm for expenses.
Those rates range from $75 for law clerks and $125 to $350 for
attorney services.

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
Commonwealth Group owns a retail center and adjacent undeveloped
land in Davie County, North Carolina.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., serves as counsel.  The
petition was signed by Milton Turner, chief manager and general
partner.


COMMUNITY FINANCIAL: To Issue 3-Mil. Shares Subscription Rights
---------------------------------------------------------------
Community Financial Shares, Inc., filed a Form S-1 registration
statement, as amended, with the U.S. Securities and Exchange
Commission relating to the distribution, at no charge to the
Company's shareholders, non-transferable subscription rights to
purchase up to 3,000,000 shares of the Company's common stock, no
par value per share.  Subscription rights will be distributed to
persons who owned shares of the Company's common stock as of 5:00
p.m. Eastern Time, on Dec. 20, 2012, the record date of the rights
offering.

Each subscription right will entitle shareholders to purchase
2.4091 shares of the Company's common stock at the subscription
price of $1.00 per share.

The subscription rights will expire if they are not exercised by
5:00 p.m., Eastern Time, on [EXPIRATION DATE].  The Company
reserves the right to extend the expiration date one or more
times, but in no event will we extend the rights offering beyond
[EXPIRATION DATE #2].

The Company's common stock is quoted on the "pink sheets" by OTC
Markets Group, Inc., under the trading symbol "CFIS."

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

                        http://is.gd/nxeHMw

                     About Community Financial

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

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

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

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


COMMUNITY WEST: Earns $2.3 Million in Fourth Quarter
----------------------------------------------------
Community West Bancshares reported net income of $2.33 million on
$7.44 million of total interest income for the three months ended
Dec. 31, 2012, compared with a net loss of $8.55 million on
$9.27 million of total interest income for the same period a year
ago.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $3.17 million on $31.31 million of total interest
income, compared with a net loss of $10.48 million on
$36.51 million of total interest income during the previous year.

The Company's balance sheet at Dec. 31, 2012, showed
$532.10 million in total assets, $479.05 million in total
liabilities and $53.05 million in stockholders' equity.

"Our team's success in executing our Strategic Plan on schedule
allowed us to end a highly successful year with three quarters of
profitability behind us and restore the Bank to stable footing,"
stated Martin E. Plourd, president and chief executive officer.
"Our 2013 focus is on addressing growth in a responsible manner
that supports lending in the communities we serve and to continue
to work diligently to improve asset quality and reduce problem
assets."

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

                        http://is.gd/TPtakU

                       About Community West

Goleta, Calif.-based Community West Bancshares ("CWBC") was
incorporated in the State of California on Nov. 26, 1996, for the
purpose of forming a bank holding company.  On Dec. 31, 1997, CWBC
acquired a 100% interest in Community West Bank, National
Association.  Effective that date, shareholders of CWB became
shareholders of CWBC in a one-for-one exchange.  The acquisition
was accounted at historical cost in a manner similar to pooling-
of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

                         Consent Agreement

According to the regulatory filing for the quarter ended June 30,
2012, the Bank entered into a consent agreement with the
Comptroller of the Currency ("OCC"), the Bank's primary banking
regulator, which requires the Bank to take certain corrective
actions to address certain deficiencies in the operations of the
Bank, as identified by the OCC (the "OCC Agreement").

"Article III of the OCC Agreement requires a capital plan and
requires that the Bank achieve and maintain a Tier 1 Leverage
Capital ratio of 9% and Total Risk-Based Capital ratio of 12% on
or before May 25, 2012.  The Bank's Board of Directors has
incorporated a three-year capital plan into the Bank's strategic
plan.  The Bank successfully met the minimum capital requirements
as of May 25, 2012.  Notwithstanding that the Bank has achieved
the required minimum capital ratios required by the OCC Agreement,
the existence of a requirement to maintain a specific capital
level in the OCC Agreement means that the Bank may not be deemed
"well capitalized" under applicable banking regulations."

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties," the Company said in its quarterly report
for the period ended Sept. 30, 2012.


CONVERGEX HOLDINGS: Moody's Maintains 'B2' CFR, Negative Outlook
----------------------------------------------------------------
Moody's Investors Service reports that ConvergEx Holdings, LLC's
announcement that it has signed a definitive agreement to sell its
software platform businesses to an affiliate of TPG Capital would
not result in any immediate change to the company's B2 Corporate
Family Rating or the negative outlook.

Moody's commented that while the sale of EZE Castle and RealTick
software businesses would allow ConvergEx to pay down a
substantial amount of debt, ConvergEx would lose significant
recurring revenues. The company's remaining businesses are less
diverse, have experienced declining revenue and operating profits,
and will continue to be sensitive to market volume fluctuations.
Moody's will evaluate the size and strength of their cash flows
relative to the company's remaining debt load as this becomes
clearer.

Moody's said that ConvergEx's current negative outlook reflects
these concerns as well as the residual litigation risk from the
ongoing DOJ/SEC inquiry pertaining to the company's investment
services segment -- the segment that will remain post-sale.

The principal methodology used in this rating/analysis was the
Global Securities Industry Methodology published in December 2006.


COPANO ENERGY: Moody's Reviews 'Ba3' CFR After KMP Purchase Offer
-----------------------------------------------------------------
Moody's Investors Service placed Copano Energy, LLC's ratings on
review for upgrade, including its Ba3 Corporate Family Rating,
Ba3-PD Probability of Default Rating, and B1 senior unsecured
rating. The outlook was previously negative. This review was
prompted by Copano's announcement on January 29, 2013 that it has
agreed to be acquired by Kinder Morgan Energy Partners, L.P. (KMP,
Baa2 stable) for roughly USD5 billion, including the assumption of
Copano's debt.

"By becoming a part of one of the largest, most diversified and
highly rated midstream MLPs in the US, Copano's credit profile
will get an immediate lift," said Sajjad Alam, Moody's Analyst.
"In addition to gaining access to KMP's wide network of pipeline
transportation and storage facilities and customer relationships,
this acquisition will allow Copano to raise capital at the KMP
level reducing its cost of funds and pursue various organic growth
opportunities."

Issuer: Copano Energy, LLC

On Review for Possible Upgrade:

Corporate Family Rating, Placed on Review for Possible Upgrade,
currently Ba3

Probability of Default Rating, Placed on Review for Possible
Upgrade, currently Ba3-PD

USUSD255.225M 7.75% Senior Unsecured Regular Bond/Debenture,
Placed on Review for Possible Upgrade, currently B1

USUSD510M 7.125% Senior Unsecured Regular Bond/Debenture, Placed
on Review for Possible Upgrade, currently B1

Multiple Seniority Shelf, Placed on Review for Possible Upgrade,
currently (P)B1

Multiple Seniority Shelf, Placed on Review for Possible Upgrade,
currently (P)Ba3

Outlook Actions:

Outlook, Changed To Rating Under Review From Negative

Ratings Rationale

In the absence of a guarantee from KMP, Copano notes will most
likely be rated higher than the B1 level, but will not equalize
with KMP's Baa2 rating. Moody's review of Copano will focus on :
1) how Copano gets absorbed within KMP's complex corporate
structure, 2) whether KMP will pay off all or a portion of
Copano's debt, 3) the implied support and ratings uplift
attributable to KMP, 4) the strategic direction of Copano post-
closing, and 5) whether competing bids for Copano emerge. Moody's
will also consider the level of financial disclosure available in
order to maintain a rating on Copano following the acquisition.

The transaction is expected to close in the third quarter of 2013,
subject to regulatory approval, a vote of the Copano shareholders
and customary closing conditions. The Boards of Directors of both
companies have approved the transaction. KMP has indicated that it
will retain most of Copano's employees and maintain Copano's
principal offices in Houston and Tulsa.

Copano's Ba3 CFR rating reflects the company's high leverage and
aggressive distribution policy. The high leverage is a result of
the largely debt financed capital expenditure program underway in
the Eagle Ford shale play in Texas. The rating incorporates
Moody's expectation that prior years' capital spending will lead
to significant EBITDA growth in 2013 that will better support the
company's debt position. In addition, CPNO's recent investments
have been directed to projects that generate fee-based income
which should build a more stable cash flow going forward while
reducing exposure to commodity price risk. By the end of 2013, the
company projects that roughly two-thirds of its operating income
will be fee-based.

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.

Copano Energy, L.L.C., headquartered in Houston, Texas, is a
midstream company engaged in gathering processing, transportation
fractionation and related activities in Texas, Oklahoma and
Wyoming.


COPYTELE INC: Incurs $4.3 Million Net Loss in Fiscal 2012
---------------------------------------------------------
Copytele, Inc, filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.25 million on $947,085 of total net revenue for the year ended
Oct. 31, 2012, compared with a net loss of $7.37 million on $1
million of total net revenue during the prior fiscal year.

The Company's balance sheet at Oct. 31, 2012, showed $5.66 million
in total assets, $6.85 million in total liabilities and a
$1.19 million total shareholders' deficiency.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/U2UBtV

                           About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.


CORNERSTONE BANCSHARES: Posts $371,000 Net Income in 4th Quarter
----------------------------------------------------------------
Cornerstone Bancshares, Inc., reported net income of $370,715 on
$5.17 million of total interest income for the three months ended
Dec. 31, 2012, compared with net income of $112,822 on $5 million
of total interest income for the same period during the prior
year.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $1.40 million on $19.35 million of total interest
income, compared with net income of $1.03 million on
$20.49 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$440.46 million in total assets, $399.57 million in total
liabilities and $40.88 million in total stockholders' equity.

"We've definitely turned a corner and are extremely pleased with
our continued improvement," said Cornerstone's President and CEO
Frank Hughes.  "Our goal is to continue strengthening
Cornerstone's foundation, so that we can build for the future and
continue serving our Chattanooga market."

A copy of the press release is available at http://is.gd/7D4168

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc., is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Cornerstone Bancshares until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


CRESCENT RESOURCES: Moody's Hikes CFR & Sec. Notes Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded Crescent Resources, LLC's
corporate family rating to Caa1 from Caa2, probability of default
rating to Caa1-PD from Caa2-PD, the rating on USD350 million of
senior secured notes due 2017 to Caa1 from Caa2, and assigned a
Caa1 rating to the proposed USD50 million add-on notes due 2017.
The rating outlook is stable.

The following rating actions were taken:

US$50 million 10.25% add-on second-lien senior secured notes due
2017, assigned Caa1, LGD4-57%;

Corporate family rating, upgraded to Caa1 from Caa2;

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

US$350 million 10.25% second-lien senior secured notes due 2017,
upgraded to Caa1, LGD4-57% from Caa2 LGD4-59%;

The rating outlook is stable.

Ratings Rationale

The rating action reflects the improving homebuilding industry
conditions, which are resulting in better than previously expected
performance of the company, and Moody's expectation that 2013 will
be another favorable year for Crescent's land development
businesses, especially residential. The company will benefit from
its inventory of finished lots, which are currently in great
demand by the homebuilders. As a result, Crescent's metrics should
begin improving over the intermediate horizon. However, it should
be noted that some of the improvement expected in fiscal 2013 has
been pulled forward into fiscal 2012, and, as a result, fiscal
2013 will probably end up below fiscal 2012. Viewing the two years
as one, however, indicates an improvement over fiscal 2011.

The proposed transaction includes the offering of USD50 million
add-on senior secured notes due 2017 and the infusion of USD30
million of equity by the sponsors, with proceeds designated for
growth capital.

The Caa1 CFR reflects Crescent's small size in an industry that is
extremely volatile and cyclical, negative GAAP interest coverage
and GAAP cash flow generation, elevated adjusted debt leverage
that is further rising to 61%, pro forma for this transaction, the
fact that none of the cash generated by land and property sales is
likely to be devoted to debt repayment, as well as the generally
volatile nature of the land development business. The homebuilding
industry, and even more so the land development industry (which
encompasses Crescent), is volatile, highly cyclical, and requires
substantial capital to support expansion in either a steady state
or growth environment or to permit survival in a prolonged and
extensive downturn such as the one felt up until last year.

At the same time, the rating reflects the company's manageable
debt load with no mandatory principal repayments for four years,
an adequate liquidity profile supported by cash on the balance
sheet and revolving credit facility, a long land position
(including a low cost legacy land base) that could permit the
company to harvest cash flow if it limits its property and project
investments, and healthy gross margins. In addition, the USD100
million equity subscription agreement with Crescent's sponsors
(USD50 million invested, USD30 million to be invested as a part of
this transaction, and the remaining USD20 million to be invested
later in 2013) will help the company complete projects currently
in development and invest in new ones. The company has an
additional USD50 million of equity committed by the sponsors that
will be added to the subscription agreement.

The secured notes were rated the same as the company's corporate
family rating because they constitute the preponderance of debt
within a capital structure that also includes a USD50 million
first lien senior secured revolving credit facility (unrated by
Moody's). The senior secured notes have a second lien on the same
assets as the revolver.

The stable outlook reflects the strengthening of the housing
market and the company's opportunity to capitalize on inventory
liquidation for several years to generate cash.

Crescent would need to begin generating steady revenue growth,
greater than 1x EBIT coverage of interest, and more than modestly
positive GAAP cash flow, while maintaining Moody's-adjusted debt
leverage below 60% on a sustained basis, and improving its
liquidity position to be considered for a B3 CFR. In addition,
Moody's outlook on the homebuilding industry would need to remain
positive.

The need for covenant relief, continued negative GAAP interest
coverage and GAAP cash flow generation, Moody's-adjusted debt
leverage above 70%, reduced liquidity, and/or a change in Moody's
outlook on the homebuilding industry to stable or negative could
prompt a rating reduction.

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.

Crescent Resources, LLC, founded in 1969 and headquartered in
Charlotte, North Carolina, develops residential, commercial and
multifamily real estate properties, and manages land. The company
has a presence in North Carolina, South Carolina, Georgia,
Florida, Tennessee, Texas and Arizona. Crescent is majority-owned
by equity sponsors Anchorage Capital and Mattlin Patterson. In the
trailing 12-month period ending September 30, 2012, Crescent's
revenues and net loss were USD50 million and USD82 million,
respectively.


CRESCENT HOLDINGS: S&P Lowers Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on Crescent Holdings LLC and its
subsidiaries and coissuers, Crescent Resources LLC and Crescent
Ventures Inc., to 'B-' from 'B'.  The recovery rating is unchanged
at '3', which indicates S&P's expectation for a meaningful (50%-
70%) recovery in the event of default.  The outlook is stable.

"Our rating on Crescent reflects a "weak" business risk profile
based on our view of the company's transaction-dependent business,
with a significant portion of revenues tied to speculative
development of residential/multifamily projects," said credit
analyst George Skoufis.  "In our view, Crescent's business is very
cyclical and seasonal, and the timing of sales can be
unpredictable.  However, we acknowledge that growth is occurring
in the improving single-family housing market and the more stable
multifamily housing sector.  We view the company's financial risk
profile as "highly leveraged" due to its higher debt load and a
cash flow stream that is more volatile, but we expect liquidity
will be adequate to meet the company's capital needs over the
near term."

"The stable outlook reflects our view that fundamentals in
Crescent's single-family housing markets are rebounding and our
expectation that multifamily fundamentals will remain favorable
over the next one to two years.  We do not expect to raise our
rating on Crescent over the next year due to our expectation that
the company will remain highly leveraged and liquidity will
decline, but remain adequate.  Longer term we would consider
positive ratings momentum as the company grows its single-family
residential lot business, which is less uneven and more
predictable based on housing trends than the sale of other assets
(multifamily projects, land management) and it becomes a larger
proportion of Crescent's income.  We would also consider an
upgrade if the company experiences stronger sales than we expect
in 2013 and 2014, resulting in a better liquidity cushion and
higher EBITDA, which would begin to address Crescent's high
leverage.  We would lower our rating on Crescent if liquidity
becomes constrained due to weaker than expected asset sales and/or
aggressive capital spending," S&P added.


CUBIC ENERGY: Receives NYSE MKT Delisting Notice
------------------------------------------------
Cubic Energy, Inc. on Jan. 31 disclosed that it has received a
letter from the NYSE MKT LLC indicating that, based upon the
Company's continued non-compliance with the stockholders' equity
requirements for continued listing as set forth in Sections
1003(a)(i-iii) of the Exchange's Company Guide and the Exchange's
concerns regarding the Company's financial viability with respect
to maturing obligations, as set forth in Section 1003(a)(iv) of
the Exchange's Company Guide, the Company's common stock is
subject to delisting from the Exchange.  The Company plans to file
an appeal of the determination by requesting an oral hearing
before the Listing Qualifications Panel of the Exchange's
Committee on Securities, which request will stay the delisting
determination until at least such time as the Panel renders a
determination following the hearing.  The Company is taking steps
to address the deficiencies raised by the Exchange; however, there
can be no assurance that the Company's appeal will ultimately be
successful.

The Company continues to work with Donohoe Advisory Associates
LLC, along with its securities counsel, to advise and assist it in
the preparation and presentation of information to and arguments
before the Exchange.

Cubic Energy, Inc. -- http://www.cubicenergyinc.com-- is an
independent company engaged in the development and production of,
and exploration for, crude oil and natural gas.  The Company's oil
and gas assets and activity are concentrated primarily in the
Haynesville Shale Play located in Northwest Louisiana.


D'ARCY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: D'Arcy Acquisition, LLC
          dba D'Arcy Laboratories, LLC
        2015 SW 2nd Street
        Pompano Beach, FL 33069

Bankruptcy Case No.: 13-12018

Chapter 11 Petition Date: January 29, 2013

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

Judge: Raymond B. Ray

Debtor's Counsel: Philip J. Landau, Esq.
                  SHRALBERG, FERRARA & LANDAU, P.A.
                  2385 N.W. Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  E-mail: plandau@sfl-pa.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-12018.pdf

The petition was signed by RJ Sandbach, president.


D.R. HORTON: Fitch Assigns 'BB' Rating to New $400MM Senior Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to D.R. Horton, Inc.'s
(NYSE: DHI) proposed offering of $400 million principal amount of
senior notes due 2025 and $300 million of senior notes due 2020.
These issues will be rated on a pari passu basis with all other
senior unsecured debt. Net proceeds from the notes offerings will
be used for general corporate purposes.

The Rating Outlook is Positive.

Sensitivity/Rating Drivers

The ratings for DHI reflect the company's strong liquidity
position, the successful execution of its business model,
geographic and product line diversity and steady capital
structure. Fitch expects further gains in industry housing metrics
this year as the housing cycle continues to evolve. That being the
case, there are still challenges facing the housing market that
are likely to moderate the early stages of this recovery.
Nevertheless, DHI has the financial flexibility to navigate
through the sometimes challenging market conditions and continue
to invest in land opportunities.

The Positive Outlook takes into account the improving industry
outlook for 2013 and 2014 and also the company's above average
performance relative to its peers in certain financial, credit and
operational categories during the past year.

The Industry

Fitch's housing forecasts for 2012 were raised a number of times
during the course of the year but still reflected a below-trend
line cyclical rise off a very low bottom. In a slowly growing
economy with somewhat diminished distressed home sales
competition, less competitive rental cost alternatives, and new
and existing home inventories at historically low levels, 2013
single-family housing starts should improve about 18%, while new
home sales increase approximately 22% and existing home sales grow
7%. However, as Fitch has noted in the past, recovery will likely
occur in fits and starts.

Challenges (although somewhat muted) remain, including continued
relatively high levels of delinquencies, potential of short-term
acceleration in foreclosures, and consequent meaningful distressed
sales, and restrictive credit qualification standards.

Financials

DHI successfully managed its balance sheet during the housing
downturn and generated significant operating cash flow. DHI had
been aggressively reducing its debt during much of the past six
years. Homebuilding debt declined from roughly $5.5 billion at
June 30, 2006 to $1.58 billion as of Dec. 31, 2011, a 71%
reduction. More recently, DHI has been responding to the stronger
housing market, expanding inventories and moderately increasing
leverage. Homebuilding debt at the end of the fiscal 2013 first
quarter was $2.42 billion. As of Dec. 31, 2012 debt/capitalization
was 40.2%. (Debt/capitalization was 37.4% as of Dec. 31, 2011.)
Net debt-capitalization was 33% at the end of the fiscal 2013
first quarter.

DHI's earlier debt reduction was accomplished through debt
repurchases, maturities and early redemptions. DHI has $172
million of senior notes maturing in May 2013. In 2014, $283.1
million of senior notes mature. Fitch expects that the company's
$500 million of 2% senior convertible notes will likely convert
into common stock in 2014.

DHI has solid liquidity with unrestricted homebuilding cash of
$546.4 million and marketable securities of $96.7 million as of
Dec. 31, 2012. On Sept. 7, 2012, DHI entered into a new $125
million five-year unsecured revolving credit facility. In early
November, the company announced that it had received additional
lending commitments, increasing the capacity of the facility to
$600 million. The facility has also been amended to include an
uncommitted accordion feature which could increase the facility to
$1 billion, subject to certain conditions and availability of
additional bank commitments. The facility's letter of credit
sublimit is 50% of the revolving credit agreement, or $300
million.

In early December 2012, DHI declared a cash dividend of $0.15 per
share. This dividend was in lieu of and accelerated the payment of
all quarterly dividends that the company would have otherwise paid
in calendar 2013.

Real Estate

DHI maintains an 8.9-year supply of lots (based on last 12 months
deliveries), 66.5% of which are owned and the balance controlled
through options. The options share of total lots controlled is
down sharply over the past six years as the company has written
off substantial numbers of options. Fitch expects DHI to continue
rebuilding its land position and increase its community count.

The primary focus will be optioning (or in some cases, purchasing
for cash) or developing in small phases finished lots, wherein DHI
can get a faster return of its capital. DHI's cash flow from
operations during fiscal 2012 (ending Sept. 30, 2012) was a
negative $298.1 million. For all of fiscal 2013, Fitch expects DHI
to be cash flow negative by more than $1 billion as the company
almost doubles its land and development spending.

The ratings also reflect DHI's relatively heavy speculative
building activity (at times averaging 50-60% of total inventory
and about 48% at Dec. 31, 2012). DHI has historically built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand).

A key focus is on selling these homes either before construction
is completed or certainly before a completed spec has aged more
than a few months. This has resulted in consistently attractive
margins. DHI successfully executed this strategy in the past,
including during the severe housing downturn. Nevertheless, Fitch
is generally more comfortable with the more moderate spec targets
of 2004 and 2005, wherein spec inventory accounted for roughly 35-
40% of homes under construction.

Guidelines For Further Ratings Actions

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as

--Trends in land and development spending;
--General inventory levels;
--Speculative inventory activity (including the impact of high
   cancellation rates on such activity);
--Gross and net new order activity;
--Debt levels;
--Free cash flow trends and uses; and
--DHI's cash position.

Fitch would consider taking positive rating actions if the
recovery in housing persists, or accelerates and DHI shows steady
improvement in credit metrics following the debt offerings (such
as debt leverage below 5x by FY end 2014), while maintaining a
healthy liquidity position (in excess of $1 billion at FY end 2013
and 2014).

Conversely, negative rating actions could occur if the recovery in
housing dissipates and DHI maintains an overly aggressive land and
development spending program. This could lead to consistent and
significant negative quarterly cash flow from operations and
meaningfully diminished liquidity position (below $500 million).

Fitch currently rates DHI as:

--Long-term IDR at 'BB';
--Senior unsecured debt at 'BB'.

The Outlook is Positive.


D.R. HORTON: Moody's Rates New $300MM Sr. Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Horton's
proposed USD300 million of senior unsecured notes due 2020 and
USD400 million senior unsecured notes due 2025, proceeds of which
will be used for general corporate purposes, including growth
capital. At the same time, Moody's affirmed the company's Ba2
corporate family rating, Ba2-PD probability of default rating, the
Ba2 ratings on the existing senior unsecured notes and convertible
senior notes, and the SGL-2 speculative grade liquidity rating.
The rating outlook remains positive.

The following rating actions were taken:

Proposed USD300 million senior unsecured notes due 2020, assigned
Ba2 (LGD4, 53%);

Proposed USD400 million senior unsecured notes due 2025, assigned
Ba2 (LGD4, 53%);

Corporate family rating, affirmed at Ba2;

Probability of default rating, affirmed at Ba2-PD;

Existing senior unsecured notes, affirmed at Ba2 (LGD4, 53%);

Existing convertible senior notes, affirmed at Ba2 (LGD4, 53%);

Speculative grade liquidity rating, affirmed at SGL-2;

The rating outlook is positive.

Ratings Rationale

The Ba2 rating reflects the company's cash generating prowess,
which permitted it to repay over USD4 billion of homebuilding debt
out of internally generated funds during the downturn; its
conservative capital structure, as reflected in one of the lowest
homebuilding debt leverage ratios in the industry; its relatively
clean and transparent balance sheet; and its strong earnings
metrics, including healthy gross margins and positive net income
generation. In addition, the Ba2 rating considers Horton's solid
liquidity, supported by approximately USD643 billion of
unrestricted cash and investments as of December 31, 2012, which
will rise to USD1.3 billion as per the note offerings, and a
recently established and subsequently increased USD600 million
senior unsecured revolving credit facility due 2017. The rating
also reflects the company's size and scale as one of the largest
and most geographically diversified homebuilders in the U.S.

In the third fiscal quarter of 2012, ended June 30, 2012,
approximately USD717 million of the company's deferred tax asset
valuation allowance was reversed, which resulted in net worth
increasing to USD3.5 billion from USD2.7 billion. Additionally,
the company was able to improve its gross margins by 160 basis
points in fiscal 2012 versus fiscal 2011 mainly due to rising
sales prices. In Moody's view, the increase in Horton's adjusted
homebuilding debt to capitalization ratio, pro forma for the
proposed USD700 million of notes, to 47% from 41% at December 31,
2012, is temporary and will decline over the next 12 to 18 months
as the company continues to build its tangible net worth with
growing net income.

At the same time, Horton's rating recognizes that while the
industry is demonstrating positive momentum, the conditions still
remain weak compared to historical norms, which may constrain the
degree of improvement Horton and the other homebuilders will be
able to realize in the near term. Moody's expects Horton to
generate negative cash flow from operations over the next 12 to 18
months as it replenishes and adds to its land position. The
company's large speculative build percentage of 45% and moderately
long land supply of about six years leave it exposed in the event
of a sharp or sudden downturn.

Horton's good liquidity profile is reflected in its SGL-2
speculative-grade liquidity assessment, which balances the
company's strong cash position and the availability under the
USD600 million senior unsecured revolver with the expectation for
negative cash flow generation, the need to maintain covenant
compliance, and somewhat limited opportunities to monetize excess
assets quickly.

The positive outlook reflects the company's ability to generate
rapid growth while maintaining solid liquidity and financial
flexibility and one of the lowest debt leverage profiles in the
industry. Additionally, the positive outlook reflects Moody's
expectation that the company will expand profitability, grow its
earnings and equity base, and reduce its homebuilding debt
leverage over the next 12 to 18 months.

The ratings could improve if the company continues to expand its
net income generation and maintains its homebuilding debt leverage
close to 40% while sustaining strong liquidity.

The outlook could be changed to negative if the economic backdrop
suddenly and significantly takes a turn for the worse. The ratings
could be lowered if impairment charges were again to reach high
levels, cash flow generation were to turn sharply negative without
an offsetting increase in earnings, and/or the company were to
increase its adjusted gross homebuilding debt leverage above 50%
on a sustained basis.

D.R. Horton, Inc., headquartered in Fort Worth, Texas, is one of
the largest and most geographically diversified homebuilders in
the United States. The company has a presence in 26 states and 77
regions and generates approximately 98% of its revenues from
homebuilding operations, focusing on the construction and sale of
single-family detached homes. In its fiscal 2012 year ending
September 30, 2012, the company generated total revenues and
pretax income of USD4.4 billion and USD243 million, respectively.

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.


D.R. HORTON: S&P Assigns 'BB-' Rating to $300MM & $400MM Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned 'BB-' issue-level
ratings and '3' recovery ratings to D.R. Horton Inc.'s proposed
public note offerings consisting of $300 million of senior notes
due 2020 and $400 million of senior notes due 2025.  S&P's '3'
recovery ratings indicate its expectation for a meaningful (50%-
70%) recovery in the event of a default.

The company plans to use proceeds from the offerings for general
corporate purposes. Standard & Poor's expects the offerings to
immediately bolster the company's holdings of unrestricted cash
and marketable securities (which totaled approximately $643
million at Dec. 31, 2012), providing additional funds for
investment in land and inventory.  The offering proceeds may also
facilitate the repayment of the company's 2013 and 2014 debt
maturities, which currently total $171.7 million and
$783.8 million (including a $500 million convertible note),
respectively.  The notes will be guaranteed by substantially
all of D.R. Horton's homebuilding subsidiaries and will rank
equally with the company's other senior unsecured obligations.

S&P's ratings on Ft. Worth, Texas-based D.R Horton reflect the
company's "fair" business risk profile.  D.R. Horton is the
nation's largest homebuilder by volume, having delivered 19,954
homes during the 12 months ended Dec. 31, 2012, primarily to
first-time homebuyers.  Home deliveries for D.R Horton's fiscal
first quarter of 2013 rose 26% compared with the prior year, and
the average selling price (ASP) rose 10% year-over-year to
approximately $236,100.  New home orders for the first quarter
were also up 39% year-over-year, with each of the company's six
operating regions reporting dollar volume gains.  While D.R.
Horton does not provide public guidance regarding anticipated home
closings, S&P's current forecast assumes a 24% to 26% increase in
home deliveries (23,400 to 24,200) in 2013, followed by similar
growth in 2014.  S&P also assumes that ASPs increase, rising
roughly 7% in 2013 and 3% in 2014.  S&P expects higher sales
volumes and ASP and a continued focus on leveraging selling,
general, and administrative expense will enable the company to
expand its EBITDA margin about 200 basis points in 2013 to roughly
11%.  Under this scenario, S&P expects adjusted debt-to-EBITDA to
improve to about 5x by the end of fiscal 2013 (Sept. 30) despite
the proposed issuance of $700 million of additional debt.  Pro
forma for the proposed debt offerings, funded debt totaled about
$3.2 billion at Dec. 31, 2013, up from $1.7 billion at March 31,
2012.

"Our positive outlook on the company acknowledges our expectation
that credit metrics will improve over the balance of fiscal 2013,
and the company will end the year with debt-to-EBITDA of about 5x,
debt to total capital in the low 40% area, and funds from
operations to debt of roughly 15%.  Given our expectation
that sales volumes and ASP will continue to post strong year-on-
year growth in 2014, we expect these metrics to improve further,
reaching thresholds that are consistent with a "signficant"
financial risk profile.  We could raise our corporate credit
rating to 'BB' if we think D.R. Horton is poised to achieve 25% to
30% revenue growth in 2013 and EBITDA margins (excluding
impairments and interest in cost of sales) improve to about 11%,
and we expect performance will continue to strengthen in 2014,"
S&P said.

"However, we could revise the outlook back to stable if sales
growth is more moderate than we currently expect (i.e., it falls
below 20%) and EBITDA margins (excluding impairments and interest
in cost of sales) decline to the 7% area.  Under this scenario, we
would not expect debt-to-EBITDA (pro forma for the proposed debt
issuance) to improve materially from the current high 6x area.  We
could also revise the outlook back to stable if growth in debt
levels outpaces expected revenue and EBITDA gains, and credit
metrics appear unlikely to improve materially from the current
range," S&P added.

Ratings List

New Rating

D.R. Horton Inc.
Senior Unsecured                       BB-

New Rating

D.R. Horton Inc.
Senior Unsecured
  US$400 mil  sr nts due 2025           BB-
   Recovery Rating                      3
  US$300 mil  sr nts due 2020           BB-
   Recovery Rating                      3


DAMES POINT: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Dames Point Holdings, LLC
                4542 Irving Road
                Jacksonville, FL 32226

Bankruptcy Case No.: 13-00501

Involuntary Chapter 11 Petition Date: January 29, 2013

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

Debtor's Counsel: Pro Se

Petitioners' Counsel: Scott A. Underwood, Esq.
                      FOWLER WHITE BOGGS, P.A.
                      P.O. Box 1438
                      Tampa, FL 33601
                      Tel: (813) 228-7411
                      Fax: (813) 229-8313
                      E-mail: Scott.Underwood@fowlerwhite.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
P & B Marina Development, LLC      Money Loaned            $70,000
6853 Sunrise Court
Coral Gables, FL 33131


DUNLAP OIL: Committee Can Hire Nussbaum Gillis as Counsel
---------------------------------------------------------
Bankruptcy Judge James M. Marlar authorized the Official Committee
of Unsecured Creditors in the case of Dunlap Oil Company, Inc., to
retain Nussbaum Gillis & Dinner, P.C. as its counsel.

The Court held that any and all requests for compensation of fees
and expenses by Nussbaum from the estate will be strictly limited
to no more than $17,500.  Any request by Nussbaum for compensation
from the estate in excess of $17,500 will be approved only upon
subsequent application, supported by a specific showing of what
work is required to be performed and the benefit to the estate
from the proposed work to be completed.  Any amounts in excess of
$17,500 will require a signed Court order prior to incurrence by
Nussbaum.

The firm's engagement is led by Randy Nussbaum, Esq. --
rnussbaum@ngdlaw.com -- and Dean M. Dinner, Esq. --
ddinner@ngdlaw.com

The Committee was appointed on Nov. 28.  Nussbaum rendered
services to the Committee beginning Dec. 14.

The firm's hourly rates are:

     Partners                $275 - $450
     Associates              $175 - $300
     Paralegals              $125 - $160

Nussbaum attests it has no interest adverse to the unsecured
creditors with respect to the matters upon which it is being
engaged.

                 About Dunlap Oil and Quail Hollow Inn

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

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

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

The petitions were signed by Theodore Dunlap, president.

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

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.  Counsel to Canyon Community Bank NA are
Jeffrey G. Baxter, Esq., Pat P. Lopez III, Esq., and Rebecca K.
O'Brien, Esq., at Rusing Lopez & Lizardi PLLC.


DUNLAP OIL: Feb. 8, 2013 Set as Claims Bar Date
-----------------------------------------------
Creditors have until Feb. 8, 2013, to file proofs of claim in the
bankruptcy estates of Dunlap Oil Company, Inc., and Quail Hollow
Inn LLC.

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

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

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

The petitions were signed by Theodore Dunlap, president.

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

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.  Counsel to Canyon Community Bank NA are
Jeffrey G. Baxter, Esq., Pat P. Lopez III, Esq., and Rebecca K.
O'Brien, Esq., at Rusing Lopez & Lizardi PLLC.


ENERGY FUTURE: Fitch Hikes IDRs to 'CCC' on Debt Exchange
---------------------------------------------------------
Fitch Ratings has lowered the Issuer Default Ratings (IDR) of
Energy Future Holdings Corp (EFH) and Energy Future Intermediate
Holding Company LLC (EFIH) to 'Restricted Default' (RD) from 'CCC'
on the conclusion of the debt exchange and removed the Rating
Watch Negative. On Dec. 21, 2012, EFIH had launched an offer to
exchange up to approximately $1.3 billion of new 10.000% senior
secured notes due 2020 for any and all outstanding EFH's $115
million 9.75% senior secured notes due 2019, EFH's $1,061 million
10.000% senior secured notes due 2020, and EFIH's $141 million
9.75% senior secured notes due 2019. The exchange offer concluded
yesterday with approximately 99% of bondholders tendering their
notes in the exchange.

Fitch had deemed the exchange offer to be a distressed debt
exchange (DDE) since the exchange offer would be accepted only if
the tendering bondholders also consent to indenture amendments
that materially impair the position of holders that do not tender.
EFH has received the requisite consents to adopt the proposed
indenture amendments. Fitch has downgraded the rating for the
notes subject to DDE to 'CCC/RR1' from 'B/RR1' and removed the
Rating Watch Negative.

A second exchange offer has also concluded, whereby EFIH had
offered to exchange up to approximately $124 million of its
11.25%/12.5% senior toggle notes due 2018 notes for the
outstanding EFH's cash pay/toggle notes due 2017. Approximately
$64 million of bondholders tendered their notes in the exchange.

Fitch has simultaneously taken various rating actions based on the
post-exchange capital structure and the fundamental outlook for
EFH and EFIH. Fitch has upgraded the IDRs of EFH and EFIH to 'CCC'
from 'RD', which is the same as the pre-exchange IDR. The first
lien notes exchange, being a par exchange, has not changed the
probability of default for the two companies. The unsecured notes
exchange results in a small benefit to the combined liquidity
given the three-year payment-in-kind feature on the newly issued
notes.

Fitch has simultaneously downgraded the ratings for the EFH's
9.75% notes due 2019 and 10.000% notes due 2020 that were not
tendered in the exchange to 'CC/RR6' from 'CCC/RR1' due to a loss
in both collateral coverage and upstream guarantee arrangements as
a result of the indenture amendments. These notes are now pari
passu with EFH's legacy notes. Fitch has also simultaneously
upgraded the ratings of EFIH's 9.75% notes due 2019 that were not
tendered in the exchange to 'CCC+/RR3' from 'CCC/RR1'. These notes
are now pari passu with EFIH's senior toggle notes due 2018.

SENSITIVITY/RATING DRIVERS

The 'CCC' IDRs for EFH and EFIH reflect the highly leveraged
capital structure, sufficient but declining liquidity, and
currently constrained, but growing distributions and tax payments
from Oncor Electric Delivery Company LLC (Oncor). Fitch expects
dividend distributions and corporate tax payments as the only
principal source of cash flows for EFH/EFIH going forward. Fitch
expects EFH/EFIH's FFO to consolidated debt to be in a 4%-6% range
and FFO to interest ratio to be 0.7x-0.8x over 2013 - 2018, which
is indicative of a 'CCC' IDR. Fitch's financial forecasts assume
no tax implications for EFH due to any potential restructuring
activities at Texas Competitive Electric Holdings Company LLC
(TCEH).

Combined liquidity at EFH/EFIH stood at $1.41 billion as of
Dec. 31, 2012, which includes the $680 million held in escrow to
repay the remaining inter-company loans to TCEH. Looking forward,
Fitch expects combined liquidity to be affected by reduced
upstream dividend and cash tax payments from Oncor during 2013 -
2014 as a result of elevated capex and bonus depreciation
benefits. Fitch expects liquidity to be adequate until 2016 given
EFIH has capacity to issue an incremental $250 million in second
lien debt and $400 million of unsecured debt based on current debt
incurrence restrictions. Further liability management, refinancing
of the current high cost debt, and/or equity infusion will be
needed to right size the capital structure and support liquidity
at EFH/EFIH, in Fitch's view.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor Electric Delivery
Holdings Company LLC's (Oncor Holdings) 80% ownership interest in
Oncor. The recovery valuation for all classes of debt pursuant to
the first lien debt exchange and unsecured notes exchange did not
change, except for the untendered notes. Fitch's recovery analysis
yields a 100% recovery for both the first lien and second lien
debt. As a result, Fitch has notched up the ratings for the first
and second lien debt by three notches to 'B/RR1'. Since the new
notes issued in the unsecured notes exchange are pari passu to the
notes being exchanged, there is no change in recovery ratings at
that class of debt. There is also no change in recovery for EFH's
legacy notes.

What Could Trigger A Rating Action

Change in Leverage at EFH/EFIH: A reduction in debt at EFH/EFIH
will be positive for their credit profile. Any reduction in
leverage through liability management activities will be evaluated
by Fitch based on the terms of the transaction and could lead to
changes in the recovery analysis.

Lower Than Expected Cash Flows: A material shortfall in cash flows
at EFH/EFIH versus Fitch's current expectations due to factors
such as reduced dividends and/or corporate tax payments from
Oncor, federal tax obligations triggered by a potential
restructuring at TCEH among other factors could lead to a
downgrade in the ratings of these entities.

Change in Oncor's Valuation: Any change in Fitch's assessment of
the valuation of Oncor due to reasons such as change in regulatory
environment, any restriction placed on upstream dividend
distribution, a change in electric sales outlook etc. could lead
to a change in recovery ratings for EFH/EFIH's debt instruments.

Fitch has taken the following rating actions:

EFH

-- IDR downgraded to 'RD' from 'CCC' and simultaneously upgraded
    to 'CCC';

-- 9.75% notes due 2019 downgraded to 'CCC/RR1' from 'B/RR1' and
    simultaneously downgraded to 'CC/RR6';

-- 10.000% notes due 2020 downgraded to 'CCC/RR1' from 'B/RR1'
    and simultaneously downgraded to 'CC/RR6';

-- Senior unsecured guaranteed notes affirmed at 'CCC+/RR3';

-- Senior unsecured non-guaranteed notes affirmed at 'CC/RR6'.
    EFIH

-- IDR downgraded to 'RD' from 'CCC' and simultaneously upgraded
    to 'CCC';
-- 9.75% notes due 2019 downgraded to 'CCC/RR1' from 'B/RR1' and
    simultaneously upgraded to 'CCC+/RR3;

-- Senior secured first lien debt not subject to DDE affirmed at
    'B/RR1';

-- Senior secured second lien debt affirmed at 'B/RR1';

-- Senior toggle notes affirmed at 'CCC+/RR3'.


ENGLOBAL CORP: Huntsman Awards Reconstruction Project
-----------------------------------------------------
ENGlobal Corporation on Jan. 31 disclosed that it has been awarded
a project from Huntsman Performance Products, a division of
Huntsman Corporation, to provide engineering and project
management services at Huntsman's manufacturing plant in Port
Neches, Texas.

In April 2012, Huntsman announced its intent to add 250 million
pounds per year of EO capacity to its existing one billion pounds
annual capacity at the same plant.  ENGlobal expects to perform
the engineering, design and project management of the
reconstruction of an Ethylene Oxide (EO) Unit.

The Company will begin work on the project immediately with
engineering scheduled to be completed in the second quarter of
2013.

Stu Monteith, President of Huntsman Performance Products, said,
"The expansion of our ethylene oxide capacity enables Huntsman to
leverage the favorable North American ethane cost position, which
will benefit our intermediate chemicals and has an attractive
projected return on investment.  We are excited to join with
ENGlobal to work on this expansion."

"We are pleased to receive this award from Huntsman, who is a long
standing and valued client," said William A. Coskey, P.E.,
ENGlobal's President and Chief Executive Officer.  "The award
clearly affirms our industry expertise and capability in
delivering a safe, quality project in all respects.  We are deeply
committed to addressing our clients' unique project needs and
production objectives."

                               Waiver

As reported by the Troubled Company Reporter on Dec. 27,
2012, ENGlobal entered into a Second Amendment to Revolving Credit
and Security Agreement, Waiver and Forbearance Extension with PNC
Bank, National Association, as administrative agent for the
lenders.  The extension will be in place through April 30, 2013,
and requires ENGlobal's compliance with certain terms and
conditions.  This extended period is expected to allow ENGlobal's
management sufficient time to see the results of the
implementation of its business improvement plan.

ENGlobal has hired a management consultant and subsequently
developed a plan to restore the Company's compliance with the
revolving credit facility.

                        About Huntsman

Huntsman -- http://www.huntsman.com-- is a global manufacturer
and marketer of differentiated chemicals.  Its operating companies
manufacture products for a variety of global industries, including
chemicals, plastics, automotive, aviation, textiles, footwear,
paints and coatings, construction, technology, agriculture, health
care, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in
packaging and, later, for rapid and integrated growth in
petrochemicals, Huntsman has approximately 12,000 employees and
operates from multiple locations worldwide.  The Company had 2011
revenues of over $11 billion.

                          About ENGlobal

ENGlobal ENG -- http://www.ENGlobal.com/-- founded in 1985, is a
provider of engineering and related project services principally
to the energy sector throughout the United States and
internationally.  ENGlobal operates through three business
segments: Automation, Engineering & Construction, and Field
Solutions.  ENGlobal's Automation segment provides services
related to the design, fabrication & implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.


EGPI FIRECREEK: Deborah Alexander Named Secretary
-------------------------------------------------
Deborah L. Alexander has been elected as Secretary to EGPI
Firecreeek, Inc., effective Jan. 24, 2013, by majority consent of
the Company's directors.  Mrs. Alexander will hold office along
with the Company's present Officers and Board of Directors until
the Company's Annual Meeting of Shareholders and Directors in 2013
or until their successors are duly elected and qualified.

From 2004 to the present, Mrs. Alexander has been involved in
research and development related to authoring the development of a
historical multi volume book series for public release.  Prior to
January 2007, Mrs. Alexander's career includes 18 years working in
the film and video industry as a producer, photographer, and
editor for NBC (WPXI, KPNX) and ABC (KTVK) affiliates.  Over the
years she built her own production business in Phoenix, Arizona;
with clientele including Arizona Corporation Commission; a 10 part
gas safety series that was approved by Congress for national
distribution, "Operation Lifesaver," produced for the Arizona
Railroad Association and took second place in the JVC Pro Awards
(Walt Disney took 1st place).  This production has been used by
every driver education class in the state of Arizona, and
historically was adopted by railroads across the country later
seen on display as part of an exhibit at the Chicago Museum of
Science and Industry.  In 1987, she merged the video and film
business into a recording, production and entertainment related
business, adding additional services including, advertising and
public relations becoming a small cap NASDAQ listed company.  The
business added a second facility in Tucson, Arizona that included
full analog and digital pre and post production and duplication
and entered into the Home Video market, later adding distribution
services.  By 1990, the company was listed as the 6th largest film
and video company in the Valley whose clients included; Oprah
Winfrey, Henry Winkler, Geraldo, Blues Brothers Review, Andre
Cole, "Good Morning America", "20/20", Subway, Weiser Lock, Ford
Cars and the Malcolm Baldridge Awards just to name a few.

                         Reverse Stock Split

On Jan. 24, 2013, the Company's Majority Board of Directors and
Shareholders effectively being the beneficial owners of
approximately 54.29% of the issued and outstanding voting shares
of the Company's $0.001 par value common and preferred voting
stock have voted affirmatively for a reverse stock split.  The
Company has received their executed Written Consents, effective on
Jan. 24, 2013, to effect a One (1) for Four Thousand (4,000)
reverse stock split (1:4000), whereby, as of a date to be not less
than 10 days following the Company's submission to FINRA of which
its submission to FINRA is expected to be no later than Jan. 31,
2013, for every four thousand shares of Common Stock then owned,
each stockholder will receive one share of Common Stock.

The Company currently has 20,000,000,000 shares of Common Stock,
and 60,002,500 shares of Preferred Stock authorized.
Approximately 19,042,939,184 shares of Common Stock are issued and
outstanding, along with 2,000,000,000 shares of Common Stock
additionally subscribed for issuance, 1,087,142 shares of Series C
Voting Only Preferred Stock are issued and outstanding, and 2,484
shares of its Series D Preferred Stock are issued and outstanding
as of, respectively.  The Board of Directors believes that the
price of the Common Stock is too low to attract investors to buy
the stock.  In order to proportionally raise the per share price
of the Common Stock by reducing the number of shares of the Common
Stock outstanding, the Board of Directors believes that it is in
the best interests of the Company's stockholders to implement a
reverse stock split.  In addition, the Board of Directors believes
that the share price of the Common Stock is a factor in whether
the Common Stock meets investing guidelines for certain
institutional investors and investment funds.  Finally, the Board
of Directors believes that the Company's stockholders will benefit
from relatively lower trading costs for a higher priced stock.

A copy of the Form 8-K is available at http://is.gd/sdrYV5

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2012, showed $2.35
million in total assets, $6.49 million in total liabilities, all
current, $1.86 million in series D preferred stock, and a
$6.01 million total shareholders' deficit.


EPICEPT CORP: Sabby Healthcare Discloses 9.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sabby Healthcare Volatility Master Fund,
Ltd., and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 9,129,817 shares of common stock of EpiCept
Corporation representing 9.9% of the shares outstanding.  Sabby
Healthcare previously reported beneficial ownership of 8,324,714
common shares as of Sept. 24, 2012.  A copy of the amended filing
is available at http://is.gd/y6ns6q

                     About EpiCept Corporation

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

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

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

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


FAIRPOINT COMMUNICATIONS: Moody's Rates $300MM Senior Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service has assigned B2 (LGD 4-57%) ratings to
FairPoint Communications Inc.'s proposed USD300 million senior
secured notes due 2020 and USD725 million senior secured credit
facility which consists of a USD650 million senior secured term
loan due 2019 and a USD75 million senior secured revolver due
2018. The proceeds will be used to repay the company's existing
credit facility, the ratings of which will be withdrawn by Moody's
upon a successful refinancing. The transaction is not expected to
result in lower interest expense for the company but will allow it
to extend its debt maturity into later years. Moody's has also
upgraded FairPoint's probability of default rating (PDR) to B2-PD
from B3-PD to reflect the lower probability of default resulting
from a mixture of bank debt and bonds in the capital structure
upon the refinancing. The rating outlook is stable.

Assignments:

US$650M Senior Secured Term Loan due 2019, Assigned B2 (LGD4,
57%)

US$75M Senior Secured Revolver due 2018, Assigned B2 (LGD4, 57%)

US$300M Senior Secured Notes due 2020, Assigned B2 (LGD4, 57%)

Ratings changes:

Probability of Default Rating (PDR) upgraded to B2-PD from B3-PD

Ratings Rationale

FairPoint's B2 corporate family rating reflects the company's high
leverage and continued revenue erosion. Moody's forecasts low
single digit revenue decline over the next two to three years as
the decline in voice and access line revenue outpaces growth in
data and internet services revenue. Despite the recent accelerated
job cuts and other cost saving measures, the company's EBITDA
margin is well below its peer incumbent telecom operators'
average. Opportunities to reduce costs remain, but leverage will
stay high as the company is unlikely to grow EBITDA. On the other
hand, the ratings are supported by the company's strong footprint
in its primary New England markets, its large base of recurring
revenues and expected modest free cash flow generation.

The ratings for the debt instruments reflect both the overall
probability of default of FairPoint, to which Moody's assigns a
probability of default rating (PDR) of B2-PD, the average family
loss given default assessment and the composition of the debt
instruments in the capital structure. Moody's assumes a 50% family
recovery rate due to the new capital structure of bank debt and
bonds. The senior secured credit facilities, which consist of the
USD650 million term loan and USD75 million revolver are ranked
pari passu with the new USD300 million senior secured notes at B2
(LGD4, 57%). Moody's ranks the pension liabilities ahead of the
senior secured bank facilities and the senior secured notes as the
pension liabilities mostly reside at the non-guarantor operating
telecom subsidiaries while the guarantors for the senior secured
debt only hold an equity claim to these assets.

Moody's believes that FairPoint will maintain good liquidity over
the next twelve months with an undrawn USD75 million revolver and
USD22 million cash on hand as of September 30, 2012. The company
is expected to have ample amount of cushion under its minimum
coverage and maximum leverage financial covenants with the
refinancing.

The stable outlook incorporates Moody's view that FairPoint will
be able to improve operating performance over the next 12-18
months, and increase EBITDA margins, primarily through cost
containment and slower revenue erosion.

While unlikely, positive rating momentum could develop if
FairPoint returns to sustainable revenue growth and its financial
profile strengthens, such that its adjusted EBITDA margins exceed
30% and its leverage (total adjusted debt-to-EBITDA) could be
sustained under 4x. Negative rating pressure could develop if
revenue declines in traditional voice services are not offset by
cost containment or other top line initiatives, or if liquidity
becomes strained. Additionally, the ratings could be lowered if
free cash flow were to turn negative or if Moody's adjusted
leverage were to approach 6x, both on a sustained basis.

The principal methodology used in rating FairPoint was the Global
Telecommunications 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.


FIRST DATA: Fitch Rates $785-Mil. Senior Unsecured Notes 'CCC+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+/RR6' rating to First Data
Corp.'s proposed offering of $785 million in senior unsecured
notes due 2021. Proceeds from the offering will be used to finance
the company's tender offer for its 10.55% senior unsecured notes
due 2015. In addition, FDC is seeking an addition to its 2018
senior secured term loan, rated 'BB-/RR2', to refinance its
remaining $255 million in senior secured term loans due 2014. Upon
successful completion of these transactions, FDC will have only
its $784 million in senior unsecured notes due 2015 maturing
within the next three years-plus.

Fitch continues to rate FDC's Issuer Default Rating (IDR) at 'B'
with a Stable Outlook. Fitch revised FDC's Outlook to Stable from
Negative earlier in January based on improved operating results
during 2012 as well as the extension and refinancing of a
significant majority of the company's previously forthcoming term
loan maturities in 2014. For a more detailed rationale behind the
rating action, please see the press release dated Jan. 8, 2013.

Liquidity as of Dec. 31, 2012 was solid with cash of $608 million
($324 million of which was available to the company in the U.S.)
and approximately $1.5 billion available under a $1.52 billion
senior unsecured revolving credit facility, approximately $500
million of which expires September 2014 and the rest expiring
September 2016. Fitch estimates that FDC generated approximately
$136 million in free cash flow over the latest 12 month period
which further adds to liquidity.

Total debt as of Dec. 31, 2012 was $23 billion, which includes
approximately $15.6 billion in secured debt, $4.5 billion in
unsecured debt and $2.5 billion in subordinated debt (all figures
approximate). In addition, a subsidiary of New Omaha Holdings L.P.
(the direct parent company of First Data Corp.) has outstanding
$1.75 billion senior unsecured PIK notes due 2016. These notes are
not obligations of FDC and are not consolidated.

For an in-depth review of Fitch's credit analysis and outlook for
FDC, please see the report published June 6, 2012.

Fitch currently rates FDC as:

-- Long-term IDR at 'B';

-- $499 million senior secured revolving credit facility expiring
    September 2013 at 'BB-/RR2';

-- $1 billion senior secured revolving credit facility expiring
    September 2016 at 'BB-/RR2';

-- $255 million senior secured term loan B due 2014 at 'BB-/RR2';

-- $2.7 billion senior secured term loan B due 2017 at 'BB-/RR2';

-- $4.7 billion senior secured term loan B due 2018 at 'BB-/RR2';

-- $750 million senior secured term loan B due 2018 at 'BB-/RR2';

-- $1.6 billion 7.375% senior secured notes due 2019 at 'BB-
    /RR2';

-- $510 million 8.875% senior secured notes due 2020 at 'BB-
    /RR2';

-- $2.2 billion 6.75% senior secured notes due 2020 at 'BB-/RR2';

-- $2 billion 8.25% junior secured notes due 2021 at 'CCC+/RR6';

-- $1 billion 8.75%/10% PIK Toggle junior secured notes due 2022
    at 'CCC+/RR6';

-- $784 million 9.875% senior unsecured notes due 2015 at
    'CCC+/RR6';

-- $748 million 10.55% senior unsecured notes due 2015 at
    'CCC+/RR6';

-- $3 billion 12.625% senior unsecured notes due 2021 at
    'CCC+/RR6';

-- $2.5 billion 11.25% senior subordinated notes due 2016 at
    'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 15%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.4 billion for the LTM
ended Sept. 31, 2012, which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction. As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event. The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0%-10% recovery is realistic. The 'CCC/RR6' rating for
the subordinated notes reflects the minimal recovery prospects and
inherent subordination in a recovery scenario.


FIRST DATA: Moody's Rates USD785MM Sr. Unsecured Notes 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to First Data
Corporation's proposed USD785 million senior unsecured notes due
2021. All other ratings, including the B3 corporate family rating,
and the stable outlook remain unchanged. The proceeds will be used
to repay all of its outstanding 10.55% PIK senior unsecured notes
due 2015. The current rating on the existing 10.55% PIK notes will
be withdrawn at close.

Ratings Rationale

The B3 CFR and stable outlook reflect Moody's expectation that
First Data will generate mid-single digit percentage revenue and
mid-to-high single digit EBITDA growth during 2013, as the economy
grows slowly and the shift of payment method to electronic cards
from cash and checks continues globally. However, the resulting
cash flow is expected to remain relatively light in relation to
the very large debt total. Moody's expects First Data will improve
its credit metrics modestly (e.g., Debt to EBITDA of about 9
times), yet these metrics will remain within the range of those of
other companies also rated at the B3 level.

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

Based in Atlanta, Georgia, First Data Corporation, with about
USD11 billion of projected annual revenues, provides commerce and
payment solutions for financial institutions, merchants, and other
organizations worldwide.


FIRST DATA: S&P Assigns 'B-' Rating to Sr. Unsec. Notes Due 2021
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to U.S. payment processing service provider First Data
Corp.'s proposed senior unsecured notes due 2021.  The recovery
rating is '5', reflecting S&P's expectation of modest (10% to 30%)
recovery for senior unsecured debt holders in the event of
default.  The corporate credit rating on the company is 'B' with a
stable outlook.

The proposed notes will rank equally with all of First Data's
existing and future senior unsecured debt.  The company intends to
use the proceeds from this offering to redeem all of its
outstanding 10.55% senior unsecured paid-in-kind (PIK) toggle
notes due 2015.

The ratings reflect First Data's capital structure and weak credit
protection measures, which S&P characterizes as a "highly
leveraged" financial risk profile as a result of the company's
2007 leveraged buyout.  The ratings also reflect the company's
leading market presence as a provider of payment processing
services for merchants and financial institutions, with high
barriers to entry, significant recurring revenues, and a broad
customer base, which S&P characterizes as a "strong" business risk
profile.

First Data reported 3% business segment revenue growth for 2012,
with growth primarily provided by its domestic merchant
transaction volumes, partly offset by ongoing client loss and
price pressure in its U.S. financial institution services
business, by weak economic conditions affecting its international
businesses, and by pricing pressure within its domestic merchant
processing business.

Over the coming year, S&P expects First Data to offset highly
competitive industry conditions, weak European macro conditions,
and pricing pressure through merchant transaction processing
volume growth, such that its segment revenues, which amounted to
$6.7 billion for 2012, continue to grow organically in the low
single digits.  S&P also expects EBITDA margins to continue to
represent about 40% of revenues over the coming year, supported by
merchant processing transaction growth.

The company's highly leveraged financial profile reflects a debt
to EBITDA ratio (adjusted for operating leases and including
holding company PIK notes) that remains very high for the rating
-- in excess of 10x as of Dec. 31, 2012.  As a result, the rating
outcome exceeds the typical one-notch deviation from the rating
indicated by Standard & Poor's business and financial risk matrix.
EBITDA interest coverage is less than 1.5x and free cash flow to
total debt is in the low- to mid-single digits.  Given S&P's
expectations for revenue and EBITDA growth, it do not expect
material improvement in credit metrics through 2013.

Refinancing and debt exchange actions taken over the past two
years represent significant and positive steps taken by First Data
to smooth and extend its debt maturity profile.  However, the
transactions have not materially altered the total amount of debt
outstanding, and the company's financial profile remains highly
leveraged.

First Data has adequate liquidity, with sources of cash that are
likely to exceed uses for the next 12 to 24 months.  Cash sources
include available cash and short-term investment balances of
$324 million as of Dec. 31, 2012 (excluding amounts included in
settlement assets and amounts held outside of the U.S. that cannot
be used in the near term for general corporate purposes) and
expected positive annual discretionary cash flow.

Relevant aspects of First Data's liquidity, in S&P's view, are as
follows:

   -- S&P see coverage of uses to be in excess of 1.5x for the
      next 12 months, in part reflecting modest near-term debt
      maturities.

   -- S&P expects that net sources would be positive in the near
      term even with a 15% decline in EBITDA from December 2012
      last-12-months (LTM) levels.

   -- In addition to cash balances, as of Dec. 31, 2012, First
      Data had access to a $1.5 billion revolving credit facility
      (of which about $50 million was utilized for letters of
      credit).

   -- Additionally, financial flexibility is enhanced by a single
      debt maintenance covenant in the first-lien credit agreement
      that at present provides a significant (more than 30% as of
      Dec. 31, 2012) cushion.

   -- Material acquisitions are not expected or incorporated in
      the current rating.

The stable outlook reflects First Data's strong business profile
and relatively stable historical operating performance.  Ratings
improvement is constrained by very high debt leverage for the
rating, and the company's limited capacity to reduce debt from
cash flow.  The outlook could be revised to negative if revenue
weakness and/or cost pressures result in reported annual EBITDA
growth below 5% in 2013.

RATINGS LIST

First Data Corp.
Corporate Credit Rating            B/Stable/--

Ratings Assigned

First Data Corp.
Senior Unsecured Notes Due 2021    B-
   Recovery Rating                  5


GENTA INC: Sabby Healthcare Discloses 9.9% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sabby Healthcare Volatility Master Fund,
Ltd., and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 245,069,504 shares of common stock of Genta
Incorporated representing 9.99% of the shares outstanding.  A copy
of the filing is available at http://is.gd/DNlaaJ

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

Genta Inc. filed for Chapter 7 bankruptcy petition (Bankr. D. Del.
Case No. 12-12269) to liquidate its assets.


GRAND RIVER: Court Confirms Plan of Liquidation
-----------------------------------------------
The Bankruptcy Court has confirmed Grand River Infrastructure,
Inc.'s First Amended Combined Chapter 11 Plan of Liquidation.

According to the Court-approved Disclosure Statement dated
Sept. 7, 2012, the Plan provides that a liquidation trust will be
established for the purpose of liquidating the remaining assets
and distributing the proceeds to creditors.  The Debtor will be
using funds:

    (i) received pursuant to multiple sales of its assets,
        including a sale of substantially all its assets to
        Northern Concrete Pipe, Inc. ("NCP") approved by the Court
        on July 16, 2012, and

   (ii) funds from the collection of accounts receivable and other
        sources.

The sale to NCP closed on July 17, 2012.  At the closing, Premarc
Corp. (the sole owner of the voting shares of the Debtor's stock,
the owner of the Durand facility and a debtor in a related case
before the Court) and the Debtor received $6,848,981 after
inventory, property, tax and other adjustments.

Under the Plan, payment to the Class 5 priority unsecured claim of
the Michigan Department of Licensing & Regulatory Affairs,
Unemployment Insurance Agency ("UIA") in the amount of $59,373
will be paid from the proceeds of the sales of the Debtor's assets
on or prior to the Confirmation Date.  Payment to the UIA of any
additional amount ultimately determined by the claims resolution
process will be made within 14 days of that determination.

General unsecured claims under Class 6 will be paid on a pro rata
basis after Classes 1 through 5 are paid in full and the Class 7
unsecured claim of Carrie Oostydyke, which holds an unsecured
claim arising from the sale of shares in the Debtor, is paid.  The
source of payments will be the liquidation of the Debtor's assets
and returns from post-confirmation litigation.

Carrie Oostdyke will receive payment of $115,000 in full
satisfaction of any and interest in and claims against the Debtor
and will receive no other consideration.

Equity Secured Interests in the Debtor in Class 8 will receive
no distribution under the Plan.  The equity holders are deemed to
have rejected the Plan.

                  About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures concrete products for the construction industry.
Grand River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich.
Case No. 11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman
presides over the case.  Lawyers at Lambert, Leser, Isackson, Cook
& Giunta, P.C., serve as the Debtor's counsel.  The Debtor
disclosed $21,750,635 in assets and $9,289,690 in liabilities as
of the Chapter 11 filing.  The petition was signed by David C.
Marsh, vice president.

Daniel M. Mcdermott, the U.S. Trustee for Region 9, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Erman,
Teicher, Miller, Zucker & Freedman, P.C.


H&E EQUIPMENT: USD100MM Note Add-On No Impact on Moody's 'B1' CFR
-----------------------------------------------------------------
Moody's Investors Service said that H&E Equipment Services, Inc.'s
B1 Corporate Family Rating and the B3 rating on the 7% senior
unsecured notes due 2022 are not affected by the USD100 million
add-on to the notes issue.

The principal methodology used in rating H&E was the Global
Equipment and Automobile Rental Industry Methodology, published
December 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

H&E is a multi-regional equipment rental company with over 60
locations throughout the West Coast, Intermountain, Southwest,
Gulf Coast, Mid-Atlantic, and Southeast regions of the United
States. H&E is also a distributor for JLG, Gehl, Genie Industries
(Terex), Komatsu, Doosan/Bobcat and Manitowoc, among others.
Revenues for the last twelve months ended September 30, 2012
totaled USD804 million.


H&E EQUIPMENT: S&P Assigns 'B+' Rating on Proposed $100MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to H&E Equipment Services Inc.'s proposed add-
on of $100 million to its senior unsecured notes due 2022.  The
recovery rating on the notes is '5', indicating S&P's expectation
of modest (10% to 30%) recovery in the event of a payment default.
The company announced that it would use the proceeds to reduce
drawings under its $403 million asset-based revolving credit
facility.  The 'BB-' corporate credit rating and stable outlook on
Baton Rouge, La.-based H&E, a provider of construction equipment
rental services, are unaffected.

The ratings on H&E reflect the company's "weak" business risk
profile because of its presence in the cyclical, highly
competitive, and fragmented equipment rental sector.  The rating
also reflects the company's "aggressive" financial risk profile.
In August 2012, the company used part of the proceeds from its
original $530 million in senior unsecured notes due 2022 to fund a
$246 million dividend to shareholders.  S&P expects the company to
reduce leverage from its current level of about 3.7x as the
equipment rental sector continues to stabilize in 2013.

RATINGS LIST

H&E Equipment Services Inc.
Corporate Credit Rating           BB-/Stable/--

Ratings Unchanged

H&E Equipment Services Inc.
Senior Unsecured
$630 mil notes due 2022           B+
   Recovery Rating                 5


HAWKER BEECHCRAFT: PBGC will Pay Retirement Benefits
----------------------------------------------------
Under a court agreement announced Jan. 31, the Pension Benefit
Guaranty Corporation will assume benefit payments for more than
9,500 workers and retirees from two of Hawker Beechcraft, Inc.'s
pension plans. The settlement also includes $2.5 million to those
salaried retirees whose benefits exceed those paid by PBGC under
rules set by Congress.

"Today's outcome is good," J. Jioni Palmer, Senior Advisor and
Director of Communication and Public Affairs, said in a statement
Thursday.  "When we started this process three plans were on the
chopping block, and by working with the company we were able to
save one. This is what happens when people are willing to work
together."

Mr. Palmer said PBGC helped the salaried retirees achieve a $2.5
million award through its support of their lawsuit against the
company.  Also under the settlement, PBGC received a $450 million
unsecured claim against Hawker Beechcraft in the bankruptcy case.

On Thursday, the bankruptcy court approved a settlement between
Hawker Beechcraft and PBGC in which two plans covering salaried
employees would be assumed by the agency. The third plan, with
8,300 participants, will be frozen and remain with the company.

"At PBGC we always want to preserve retirement income, we want
companies to successfully reorganize, and we want jobs to
continue," said Sandy Rich, PBGC's Chief of Negotiations and
Restructuring. "This settlement makes those things happen."

PBGC will pay all pension benefits earned by Hawker Beechcraft
retirees up to the legal maximum of about $56,000 a year for a 65-
year-old. Most retirees who receive benefits from PBGC, 85%,
receive the full amount of the promised benefit.

When PBGC takes responsibility for the pension plans it will send
notification letters to their members. Until then, the plans will
continue under company sponsorship.

PBGC -- http://www.PBGC.gov/-- protects the pension benefits of
more than 40 million Americans in private-sector pension plans.
The agency is directly responsible for paying the benefits of more
than 1.5 million people in failed pension plans. PBGC receives no
taxpayer dollars and never has. Its operations are financed by
insurance premiums and with assets and recoveries from failed
plans.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

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

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

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

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


HAWKER BEECHCRAFT: Judge Approves IAM Pension Benefit Settlement
----------------------------------------------------------------
Far exceeding the customary expectations of workers at a bankrupt
company, a federal bankruptcy judge in New York on Jan. 31
approved a settlement that preserves pension benefits for more
than 3,000 members of the International Association of Machinists
and Aerospace Workers (IAM) at Hawker Beechcraft Corp. (HBC) in
Wichita, KS.

In addition to preserving pension benefits for current IAM members
at HBC, the union also negotiated a new defined contribution
pension plan while guaranteeing the continuation of an existing
401(k) savings plan and maintaining pension benefits for retired
IAM members.

"Preventing the termination of a defined benefit pension for
thousands of active and retired workers at a bankrupt company is a
remarkable, but all too infrequent outcome," said IAM President
Tom Buffenbarger.  "It is a credit to both sides of the bargaining
table that workers' interests at Hawker were given the respect
they deserve."

The IAM -- http://www.goiam.org-- represents more than 3,000
active and laid off workers at Hawker Beechcraft and is one of the
largest industrial trade unions in North America, representing
nearly 100,000 aerospace workers among 700,000 active and retired
members in dozens of industries.

                     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%.


HD SUPPLY: Plans to Offer $1.3 Billion of Senior Notes
------------------------------------------------------
HD Supply, Inc., intends to commence a private offering of
$1,275,000,000 of Senior Notes due 2020.  There can be no
assurance that the proposed offering of Notes will be completed.

HD Supply intends to use the proceeds from the sale of the Notes
to refinance its outstanding 14.875% Senior Notes due 2020 and to
pay related fees and expenses.

The Notes will be offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended.  The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act.

The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million for the year ended
Jan. 31, 2010.

The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HELENA CHRISTIAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Helena Christian School, Inc.
        3384 Canyon Ferry Road
        East Helena, MT 59635

Bankruptcy Case No.: 13-60091

Chapter 11 Petition Date: January 29, 2013

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: J. Colleen Herrington, Esq.
                  DESCHENES & SULLIVAN LAW OFFICE
                  115 West Kagy Boulevard, Suite O
                  Bozeman, MT 59715
                  Tel: (406) 585-5981
                  Fax: (406) 585-5981
                  E-mail: ch@dslawoffices.net

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

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

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

The petition was signed by Gregory W. Page, administrator.


HILL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hill Construction, Corp.
        P.O. Box 9750
        San Juan, PR 00908

Bankruptcy Case No.: 13-00601

Chapter 11 Petition Date: January 29, 2013

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

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-00601.pdf

The petition was signed by CARMEN RIOS, authorized agent.


HOSTESS BRANDS: Apollo, Metropoulos Strike $410-Mil. Deal
---------------------------------------------------------
Hostess Brands Inc. on Jan. 30 disclosed that the Company has
selected affiliates of Apollo Global Management, LLC and
Metropoulos & Co. as the stalking horse bidder for the majority of
the assets of the Company's snack cake business, which includes
both Hostess(R) and Dolly Madison(R) branded products, including
the iconic Twinkies(R) brand.

Apollo and Metropoulos have agreed to pay $410 million to purchase
the brands, 5 bakeries and certain equipment.

"We are pleased to name Apollo and Metropoulos as the stalking
horse bidder for these valuable and beloved brands," said Hostess
Brands Chairman and Chief Executive Officer Gregory F. Rayburn.
"Interest in these iconic brands has been intense and competitive
and we expect that to continue through a robust, court-authorized
auction process.  The ultimate goal will be the same we have had
since we began marketing all of our assets -- to maximize value
for all of the Company's stakeholders and ensure these great
products can be enjoyed by their loyal fans for many years to
come."

Hostess Brands has requested that the U.S. Bankruptcy Court for
the Southern District of New York authorize the Company to proceed
with an auction for the majority of the assets of the snack cake
business on March 13, provided the Company receives competing
qualified bids.  The Company will select the highest and best
offer at the conclusion of the auction.  The sale to the winning
bidder requires Court approval.

As previously announced, Hostess Brands has reached stalking horse
agreements, contemplating an aggregate purchase price of more than
$440 million, to sell the majority of the assets related to its
bread business, including its Wonder(R), Butternut(R), Home
Pride(R), Merita(R), Nature's Pride(R), Beefsteak(R),
Sweetheart(R), Eddy's(R), Standish Farms(R)and Grandma
Emilie's(R)bread brands as well as its Drake's(R)snack cake
business.

The Company will select the winning bidders for the assets of the
bread and snack cake businesses at the conclusion of various
auctions. Sales to the winning bidders require Court approval.

"The stalking horse bids have set a floor of more than $850
million for the bulk of the Company's assets," Mr. Rayburn said.
"We look forward to competitive auctions to further drive value
for all of the Company's stakeholders."

Jones Day provided legal advice to Hostess Brands on the
transaction.  Perella Weinberg Partners served as the Company's
financial advisor.

                      $410 Million Offer

Per the terms of the agreement, Apollo and Metropoulos will
acquire certain Hostess Snacks brands, including, among others,
Twinkies, Mini Muffins, Cup Cakes, Ho Hos, Zingers and Suzy Q's,
and five Hostess Snacks bakeries located throughout the United
States.  The agreement provides for the acquisition of the assets
of Hostess Snacks free and clear and does not require Apollo and
Metropoulos to assume any of Hostess Snacks' liabilities or other
obligations.

The asset purchase agreement constitutes a "stalking horse bid" in
a sale process being conducted under Section 363 of Chapter 11 of
the U.S. Bankruptcy Code.  As such, the acquisition of Hostess
Snacks by Apollo and Metropoulos remains subject to approval by
the United States Bankruptcy Court for the Southern District of
New York and a subsequent auction process in which other
interested buyers may submit competing bids for the assets of
Hostess Snacks.  Completion of the transaction, which is expected
to occur prior to the end of April 2013, remains subject to
competing offers, approval by the United States Bankruptcy Court,
and customary closing conditions.

C. Dean Metropoulos, Founder and Chief Executive Officer of
Metropoulos & Co. said, "We are pleased to be partnered with
Apollo as we seek to resurrect Hostess Snacks and return these
legendary products to the American consumer.  For more than 25
years we have had the opportunity to acquire and grow some of the
world's most widely recognized consumer food and beverage brands,
and I look forward to working with Apollo in rebuilding these
heritage brands and ensuring their long term availability to their
loyal consumers.  Never before have we seen such a groundswell of
support and desire for a brand's return and revival."

Andy Jhawar, a Senior Partner of Apollo and Head of Apollo's
Consumer and Food Retail Industry Group added, "[Wed]nesday's
approval of the stalking horse agreement is a positive step toward
saving some of America's most well-recognized and iconic brands.
We believe the Hostess Snacks brands we agreed to acquire offer
significant potential for renewed growth and expansion into
additional channels of distribution.  We are confident that the
combined expertise and capital of Apollo and C. Dean Metropoulos,
who has an unparalleled track record of value creation in the
consumer packaged food and beverage industry, will prove
invaluable as we re-launch the Hostess Snacks business."

               About Apollo Global Management, LLC

Apollo -- http://www.agm.com-- is a global alternative investment
manager with offices in New York, Los Angeles, Houston, London,
Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong.  Apollo
had assets under management of approximately $110 billion as of
September 30, 2012 in private equity, credit and real estate funds
invested across a core group of nine industries where Apollo has
considerable knowledge and resources.

                     About Metropoulos & Co.

Metropoulos & Co. is a merchant banking and management firm
focused principally on the food and consumer sectors in the United
States and Europe.  In recent years, C. Dean Metropoulos and his
management team partners have been involved in more than 74
acquisitions with over $12 billion of aggregate transaction value.
Companies where Metropoulos & Co. has been an investor and
Metropoulos has been an executive include: Pabst Brewing Company,
Pinnacle Foods, Aurora Foods, Stella Foods, The Morningstar Group,
International Home Foods, Ghirardelli Chocolates, Mumm and Perrier
Jouet Champagnes and Hillsdown Holdings, PLC (Premier
International Foods, Burtons Biscuits and Christie Tyler
Furniture), among others.

                       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: 2 Buyers Offer $56.35MM for Drakes, Bread Plants
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. signed up two buyers to pay a
combined $56.35 million for some of the remaining bread business
and the Drakes cakes operation.  There will be a hearing Feb. 11
in U.S. Bankruptcy Court in White Plains, New York, to approve
auction procedures testing whether there are higher or better
offers.

The report relates that at the Feb. 11 hearing, Hostess will also
seek court permission to end life and health-insurance benefits
for about 1,500 retirees.

According to the report, unless outbid, closely owned United
States Bakery will pay $28.85 million for Sweetheart, Standish
Farms, Grandma Emilie's, and Eddy's bread brands along with four
plants and 14 depots in Alaska, Montana, Utah, Washington, Idaho
and North Dakota.  McKee Food Corp. is under contract to pay $27.5
million for the Drakes business including Coffee Cakes, Devil
Dogs, Ring Dings, and Yodels.

Sale proceeds, the report discloses, will be used pay down secured
debt.  U.S. Bakery is buying plants and bread brands not among
those Flowers Foods Inc. intends to buy for $390 million.

The report relates there will be a Feb. 28 auction to learn if
anyone will top the Flowers bid.  Offers in competition with U.S.
Bakery and McKee will be due March 12, if the judge goes along
with the schedule Hostess proposes at a Feb. 11 hearing for
approval of sale procedures.  The auctions will both take place
March 15, followed by a hearing to approve the sales March 19.

Flowers is aiming 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.

Hostess filed papers setting up a hearing Feb. 11 for court
authority to terminate health and life insurance benefits for
about 1,500 retirees.  The benefits are costing Hostess about $1.1
million a year.  The lenders agreed to fund payment of the
benefits only until the end of February. A retiree committee was
formed in December to negotiate or litigate with Hostess over the
cessation of retirement benefits.

                       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.


HRM LLC: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: HRM, LLC
        2380 Warren Rd.
        Walnut Creek, CA 94595

Bankruptcy Case No.: 13-40490

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: R. Kenneth Bauer, Esq.
                  LAW OFFICES OF R. KENNETH BAUER
                  500 Ygnacio Valley Rd. #328
                  Walnut Creek, CA 94596
                  Tel: (925) 945-7945
                  E-mail: rkbauerlaw@gmail.com

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

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

A copy of the list Company's list of 10 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/canb13-40490.pdf

The petition was signed by Edith Nelson, managing member.


INTERFAITH MEDICAL: CohnReznick Approved as Financial Advisor
-------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Interfaith Medical Center,
Inc., to employ CohnReznick LLP as financial advisor.

Prior to the Petition Date, CohnReznick served as the Debtor's
financial advisor, during which period certain of CohnReznick's
employees gained significant familiarity with the Debtor's
business and capital structure, and assisted the Debtor in
developing analyses required in connection with the case.

CohnReznick is expected to. among other things:

   1) assist the Debtor in the preparation of thirteen week cash
      flow forecasts;

   2) assist the Debtor in the preparation of financial-related
      disclosures required by the Court, including the Debtor's
      schedules of assets and liabilities, statement of financial
      affairs and first-day pleadings; and

   3) assist the Debtor with information and analyses required
      pursuant to the Debtor's debtor-in-possession financing.

The hourly rates of CohnReznick's personnel are:

         Partner/Senior Partner     $580 - $790
         Manager/Senior Manager/
           Director                 $430 - $610
         Other Professional Staff   $270 - $400
         Paraprofessional               $180

Prior to the Petition Date, the Debtor paid CohnReznick a retainer
of $250,000, of which $250,000 currently remains.

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

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERFAITH MEDICAL: Committee Taps CBIZ as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors' in the Chapter 11
case of Interfaith Medical Center, Inc., seeks approval to retain
CBIZ Accounting, Tax & Advisory of New York, LLC as financial
advisor.

The Hon. Carla E. Craig will convene a hearing on the request on
Feb. 11, 2013, at 2 p.m.  Objections, if any, are due 5:00 p.m. on
Feb. 4.

CBIZ NY will, among other things:

   a) assist the Committee in its evaluation of the Debtor's
      postpetition cash flow and other projections and budgets
      prepared by the Debtor or its financial advisor;

   b) monitor the Debtor's activities regarding cash expenditures
      and general business operations subsequent to the filing of
      the petition under Chapter 11; and

   c) assist the Committee in its review of monthly operating
      reports submitted by the Debtor or its financial advisor.

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

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERFAITH MEDICAL: Kurron to Provide Senior Management Personnel
-----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Interfaith Medical Center,
Inc., to employ Kurron Shares of America, Inc. as manager.  Kurron
will also provide personnel to serve as the Debtor's senior
management -- as president and CEO, CFO, COO, quality consultant
and special assistant (formerly known as special counsel).
Corbett Price will serve as CRO for the Debtor on a full time
basis.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


IVOICE INC: Acquires American Security Capital
----------------------------------------------
IVoice, Inc., has acquired American Security Capital Corporation
in order to provide financing and leasing services to the
alternative energy industry.  In an effort to salvage some value
for IVOI and its shareholders, the Company accepted an offer from
American Security Resources Corporation to exchange the Company's
ownership of Hydra Fuel Cell Corporation for all of the ASCC
shares and a note of $100,000.  American Security Resources
Corporation still controls the Company through its ownership of
Class B Common Stock shares ofiVoice, Inc.

"iVoice, Inc. acquired Hydra in an exchange of debt securities in
December of 2011 and took control in January of 2012.  Between the
December close date and the January change of control, the
Company's previous management issued the remaining authorized
Common Stock shares subsequently leaving the Company unable to
finance itself and unlock Hydra's market opportunity," stated
Norris Lipscomb, CEO of iVoice, Inc.  "This transaction allows us
to provide value to iVoice, Inc. shareholders while at the same
time limiting the capital required."

                           About iVoice

Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies.  To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally.  Of the patent applications the Company has filed,
four (4) patents have been awarded.

The Company reported a net loss of $826,318 on $171,527 of sales
for the nine months ended Sept. 30, 2011, compared with a net loss
of $719,745 on $142,996 of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.36 million in total assets, $3.96 million in total liabilities,
and a $2.60 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial accumulated deficits.


JARRETT ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jarrett Electric Co., Inc.
        P.O. Box 12547
        Roanoke, VA 24026-2547

Bankruptcy Case No.: 13-70139

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Andrew S Goldstein, Esq.
                  Garren R. Laymon, Esq.
                  MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  Fax: (540) 343-9898
                  E-mail: agoldstein@mglspc.com
                          glaymon@mglspc.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/vawb13-70139.pdf

The petition was signed by Daniel S. Jarrett, president.


JG WENTWORTH: Growing Debt Prompts Moody's to Cut CFR to 'Caa1'
---------------------------------------------------------------
Moody's downgraded the Corporate Family Rating of JGWPT Holdings,
LLC to Caa1 from B3. Subsequently, Moody's assigned a CFR of Caa1
to JG Wentworth, LLC, the intermediate holding company under which
the consolidated financials are published. Concurrently, Moody's
will withdraw the CFR of JGWPT Holdings, LLC.

In addition, Moody's assigned ratings of Caa1 to the Senior
Secured Term Loan and Senior Secured Revolving Credit Facility
issued by Orchard Acquisition Company, LLC, a subsidiary of JGW.
The outlook on both the CFR and the debt ratings is stable.

JGW is undergoing a leveraged recapitalization that will result in
a tripling of the company's corporate debt as it pays its
shareholders a very substantial dividend. The downgrade is based
on the meaningful increase in leverage and decrease in debt
service coverage that result from the transaction. Net proceeds
from the USD425 million Senior Secured Term Loan issuance will be
used to finance a USD309 million capital distribution to JGW's
shareholders as well as to repay an existing USD142 million term
loan.

JGW maintains a leading market position in the core structured
settlement payment purchasing business, a low portfolio default
risk and historically strong cash flow. In Moody's view, however,
the new debt transaction indicates a more aggressive financial
policy than was anticipated in the previous B3 rating, given the
large size of the capital distribution, the notable increase in
debt service requirements and accompanying high corporate
leverage. JGW's financial owners have taken sizeable capital
distributions in the past, evidencing the owners' risk appetite.
Moody's believes that the risk of future aggressive financial
policies remains as the company continues to be majority owned by
a number of financial investors.

Furthermore, the company's cash flows are already highly
leveraged, with the vast majority of cash flows utilized to
support securitization structures' debt servicing requirements.
Increased interest coverage requirements will also divert
resources that could otherwise be utilized to build the franchise
or support growth-related infrastructure. This is especially
notable given the company's new product and total asset growth
plans.

Other factors that contributed to the downgrade include an absence
of clearly defined financial policies, Chief Financial Officer
turnover, and organizational complexity. The rating also continues
to be influenced by JGW's significant dependence on the
confidence-sensitive securitization market and the illiquid nature
of structured settlement payment stream assets.

The ratings could be upgraded if the company meaningfully
decreases its leverage, improves interest coverage levels and
adopts a more conservative financial policy. The ratings could be
downgraded if liquidity risk increases, such as through a failure
to renew major warehouse lines or securitize receivables, or due
to reduced cash flows, such as through a decrease in net yield,
loss of market share or a material adverse legal or regulatory
ruling.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

Ratings affected in this action include:

JGWPT Holdings, LLC

  Corporate Family Rating: to Caa1 from B3, which will be
  subsequently withdrawn.

J.G. Wentworth, LLC

  Corporate Family Rating: Assigned Caa1

PeachHI, LLC

  Senior Secured: to Caa1 from B3

Orchard Acquisition Company, LLC

  US$20M Senior Secured Bank Credit Facility: Assigned Caa1

  US$425M Senior Secured Bank Credit Facility: Assigned Caa1


JOURNAL REGISTER: Revolver Lender's Lien Mostly Valid
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Journal Register Co. creditors' committee agreed
that most of the collateral securing the pre-bankruptcy revolving
credit loan is mostly valid and beyond attack.

According to the report, the official committee and Wells Fargo
Bank NA, the revolver lender, agreed that the lien doesn't stretch
to some of the company's property, such as copyrights and $2.4
million in prepaid deposits.  In addition, the committee and Wells
Fargo agreed that the revolver collateral doesn't include about
$360,000 in vehicles and $355,000 in real estate.

Absent a higher bid, Journal Register will be reacquired by
current lender and owner Alden Global Capital Ltd. largely in
exchange for $117.5 million in secured debt and $1.75 million in
cash to pay costs of winding down the bankruptcy.  Alden's
purchase price also includes paying off the $25 million loan from
Wells Fargo financing the Chapter 11 effort.

                      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.


K-V PHARMACEUTICAL: Gynazole-1(R) Now Available for Prescribing
---------------------------------------------------------------
Ther-Rx Corporation, a subsidiary of K-V Pharmaceutical Company
announced that Gynazole-1(R) (Butoconazole Nitrate Vaginal Cream
USP, 2%), indicated for the local treatment of yeast infections
(vulvovaginal candidiasis infections caused by Candida) in non-
pregnant women, is now available for prescribing.  Gynazole-1 is
available at major national and regional retail pharmacy chains
across the country.

Ther-Rx has partnered with Perrigo (www.perrigo.com) to
manufacture Gynazole-1.  Perrigo is a leading manufacturer of
prescription drugs in the U.S. market that has been inspected and
approved by the U.S. Food and Drug Administration (FDA) as being
in compliance with current Good Manufacturing Practice
requirements to manufacture Gynazole-1.

"We are pleased to be able to once again offer Gynazole-1 to
prescribing healthcare providers and to patients in need of
therapy," said Greg Divis, President of Ther-Rx and CEO of K-V
Pharmaceutical Company.  "The availability of Gynazole-1
represents a positive step forward for the Company as we continue
to provide quality, patient-friendly products to support the
health of women across the stages of their lives."

Yeast infections (VVC) are very common in women.  The 2010 Centers
for Disease Control and Prevention (CDC) guidelines state that an
estimated 75% of women will have at least one episode of VVC, and
40%-45% will have two or more episodes of VVC, within their
lifetimes.  Gynazole-1, the only one-dose, anytime prescription
cream for the treatment of vaginal yeast infections caused by all
Candida species in non-pregnant women, is on the CDC recommended
list.

"Women experiencing vaginal infections are eager for treatments
that provide fast initial relief from symptoms and convenience in
dosing and administration," said David Gandell, MD, Clinical
Professor of Obstetrics and Gynecology, University of Rochester
School of Medicine and Dentistry.  "Gynazole-1 is a well-
established treatment option, so it's great to be able to
prescribe it for my patients again."

For more information about Gynazole-1, visit www.gynazole-1.com or
call Ther-Rx customer service at (877) 567-7676.

Gynazole-1 (Butoconazole Nitrate Vaginal Cream USP, 2%) is
indicated for the local treatment of vulvovaginal candidiasis
(infections caused by Candida).  The diagnosis should be confirmed
by KOH smears and/or cultures.

Note: Gynazole-1 is safe and effective in nonpregnant women;
however, the safety and effectiveness of this product in pregnant
women has not been established.

Important Safety Information for Gynazole-1 (Butoconazole Nitrate
Vaginal Cream USP, 2%)

About 5.7% of patients enrolled in the Gynazole*1 clinical trials
reported complaints such as vulvar/vaginal burning, itching,
soreness and swelling, pelvic or abdominal pain or cramping, or a
combination of two or more of these symptoms.  One percent of
patients had treatment-related complaints.  Two percent of
patients discontinued the study due to adverse events.

This cream contains mineral oil.  Mineral oil may weaken latex or
rubber products such as condoms or vaginal contraceptive
diaphragms; therefore, use of such products within 72 hours
following treatment with Gynazole*1 is not recommended.

Recurrent vaginal yeast infections, especially those that are
difficult to eradicate, can be an early sign of infection with the
human immunodeficiency virus (HIV) in women who are considered at
risk for HIV infection.

If clinical symptoms persist, tests should be repeated to rule out
other pathogens, to confirm original diagnosis, and to rule out
other conditions that may predispose a patient to recurrent
vaginal fungal infections.

Full prescribing information can be viewed at
http://www.gynazole-1.com/PI.PDF

                     About Ther-Rx Corporation

Ther-Rx Corporation, a subsidiary of K-V Pharmaceutical Company,
is a specialty branded pharmaceutical company with a primary focus
in the area of women's healthcare.  As such, the Company is
committed to advancing the health of women across all the stages
of their lives.

For further information about K-V Pharmaceutical Company, please
visit the Company's corporate Web site at
www.kvpharmaceutical.com.

                           About Perrigo

From its beginnings as a packager of generic home remedies in
1887, Allegan, Michigan-based Perrigo Company has grown to become
a leading global provider of quality, affordable healthcare
products. Perrigo develops, manufactures and distributes over-the-
counter (OTC) and generic prescription (Rx) pharmaceuticals,
infant formulas, nutritional products, dietary supplements and
active pharmaceutical ingredients (API).  The Company is the
world's largest manufacturer of OTC pharmaceutical products for
the store brand market.  The Company's primary markets and
locations of logistics operations have evolved over the years to
include the United States, Israel, Mexico, the United Kingdom,
India, China and Australia. Visit Perrigo on the Internet
(http://www.perrigo.com).

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


KINDER MORGAN: S&P Puts 'B+' CCR on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit rating on Kinder Morgan Energy Partners L.P. (KMP) and
maintained the stable rating outlook.  S&P also placed the 'B+'
corporate credit rating on Copano Energy LLC on CreditWatch
with positive implications.

S&P believes the $5 billion unit-for-unit transaction is broadly
neutral to KMP's credit profile.  This is due to the credit-
favorable unit financing, Copano Energy's relatively small size
compared with KMP, and broadly unchanged pro forma credit
measures.  These positive factors are somewhat offset by Copano
Energy's commodity price exposure, but Copano Energy has a sizable
fee-based business and KMP's commodity price sensitivity pro forma
for the transaction is broadly in line with S&P's expectations.

The placement of the Copano Energy corporate credit rating on
CreditWatch with positive implications reflects S&P's expectation
that the rating will be in line with that on KMP. Copano Energy
will be a wholly owned subsidiary of KMP with KMP assuming Copano
Energy's adjusted debt of about $1.4 billion (this includes the
100% debt treatment to Copano Energy's $300 million preferred
issuance to an affiliate of TPG Capital as per S&P's criteria).

S&P expects to resolve the CreditWatch positive status of the
Copano Energy rating when the transaction is complete in the third
quarter of 2013.  S&P expects to raise the corporate credit rating
on Copano Energy to 'BBB', in line with that of KMP, upon the
close of the transaction.

The stable outlook on S&P's rating on KMP reflects S&P's
expectation that the transaction will be broadly neutral to the
company's debt leverage measures, with its debt to EBITDA in the
low 4x area in 2013.  S&P also expects the partnership to manage
and finance its capital spending program while keeping an adequate
liquidity position.

"We could lower the ratings if debt to EBITDA were to surpass
4.5x.  We are unlikely to raise the ratings unless the partnership
embraces a more conservative financial policy and shows less
willingness to use debt to fund growth-related capital spending.
We also consider KMI's systemwide leverage in our ratings on KMP.
If we downgraded KMI, our ratings on KMP would likely be affected
due to the links between the two.  We would not expect the ratings
differential to exceed three notches.  However, we would not
likely raise our ratings on KMP if we raised our ratings on KMI,"
said Standard & Poor's credit analyst William Ferara.


LABORATORY SKIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Laboratory Skin Care, Inc.
        75 Shoreway Drive, Bldg. A
        San Carlos, CA 94070

Bankruptcy Case No.: 13-30195

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Cecily A. Dumas, Esq.
                  DUMAS AND CLARK LLP
                  150 California St. #2200
                  San Francisco, CA 94111
                  Tel: (415) 762-1640
                  E-mail: cecily.dumas@dumasclark.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/canb13-30195.pdf

The petition was signed by Zari Mansouri, president.


LAGUNA BRISAS: Has Access to Cash Collateral Until Feb. 28
----------------------------------------------------------
The Bankruptcy Court has approved a fifth stipulation authorizing
Byron Chapman, the duly-appointed state court receiver, to
continue using cash collateral through and including Feb. 28,
2012, in accordance with a budget.
All of the terms and conditions set forth in the second interim
stipulation as approved by the Court on July 31, 2012 will
continue to remain in full force and effect as though fully set
forth in the Order.
A copy of the Fifth Stipulation authorizing the continued interim
use of cash collateral through Feb. 28 2013, is available at:
         http://bankrupt.com/misc/lagunabrisas.doc255.pdf
                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  Johnny Kim,
Esq. -- no relation to the Debtor's insider, "Andy" Kim --
represents the Debtor as special counsel.  The Debtor disclosed
$15,097,815 in assets and  $13,982,664 in liabilities.

The petition was signed by Dae In "Andy" Kim, managing member.

The Debtor's Plan provides that Wells Fargo Bank will be
paid in full, at a contract interest rate of 6.23%, or roughly
$57,000 per month.  General unsecured claims will be paid in full,
pro-rata, in monthly installment of $43,000 over 58 months.
General unsecured claims, which are impaired under the Plan, are
estimated to aggregate $2.475 million.

The Court has scheduled a hearing on the Debtor's Disclosure
Statement on Feb. 21, 2013, at 10:30 a.m.


LAND SECURITIES: Files for Chapter 11 in Denver
-----------------------------------------------
Land Securities Investors, Ltd., LSI Retail II, LLC and Conifer
Town Center, LLC sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.

The Debtors are engaged in the business as real estate developers
and investors.  Land Securities estimated at least $10 million in
assets and liabilities.

The Debtors are seeking joint administration of their Chapter 11
cases and are seeking to employ Kutner Miller Brinen, P.C. as
counsel.

The hourly rates of the firm's personnel are:

      Attorney             Rate
      --------             ----
   Lee M. Kutner           $460
   Jeffrey S. Brinen       $400
   David M. Miller         $350
   Aaron A. garber         $370
   Jenny M.F. Fuji         $320
   Benjamin H. Shloss      $260
   Leigh A. Flanagan       $320

   Paralegal                $75

Prepetition, the Debtor paid the firm a retainer for payment of
postpetition fees and costs of $44,693.  The Debtor filed a
separate application for approval for the use of retainer.


LAND SECURITIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Land Securities Investors, Ltd.
        8361 North Rampart Range Road, Suite 208
        Littleton, CO 80125

Bankruptcy Case No.: 13-11167

Chapter 11 Petition Date: January 29, 2013

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

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER, BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

The petition was signed by Alan R. Fishman, president.

Affiliate that simultaneously filed Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
LSI Retail II, LLC                    13-11132
  Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000
Conifer Town Center, LLC              13-11135
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

A. A copy of LSI Retail II, LLC's list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/cob13-11132.pdf

B. A copy of Conifer Town Center, LLC's list of its 13 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/cob13-11135.pdf

C. Land Securities Investors' List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State Farm Insurance               Loan                $13,500,000
One State Farm Plaza, Suite D7
Bloomington, IL 61710

JP Morgan Chase                    Loan                 $7,164,454
Real Estate Finance Group
622 Third Avenue, 8th Floor
New York, NY 10017

Ixis Real Estate Capital, Inc.     Loan                 $5,851,500
9 West 5th Street
New York, NY 10019

First Bank                         Loan                 $3,425,000
Mountain Rising Development
1675 Broadway, Suite 2600
Denver, CO 80202

First Bank                         Loan                 $2,248,983
Mountain Rising Development
1675 Broadway, Suite 2600
Denver, CO 80202

Douglas County Treasurer           Taxes                $1,628,680
100 3rd Street, Suite 120
Castle Rock, CO 80104

Alan Fishman                       Loan                 $1,001,071
2770 NE 23rd Street
Pompano Beach, FL 33062

HSBC Bank                          Loan                   $580,000
Jersey Corporate Banking Centre
P.O. Box 14, Green Street
St. Helier Jersey
JE4 8NJ

Jefferson County Treasurer         Taxes                  $258,682
Jefferson County Courthouse
100 Jefferson County Parkway
Golden, CO 80419

Park County Treasurer              Taxes                  $232,060

3NP                                Loan                   $203,691

Otten Johnson                      Trade Debt              $14,413

Larimer County Treasurer           Taxes                   $10,803

1st Net Real Estate Services, Inc. Trade Debt               $7,145

GEMSA Loan Services, LP            Trade Debt               $6,391

USI New England                    Trade Debt               $5,002

Richard Silverstein, Esq.          Trade Debt               $4,725

Daniel L. Rubin, P.C.              Trade Debt               $3,995

Lottner Rubin Fishman Brown &      Trade Debt               $2,318
Saul, P.C.

Internal Revenue Service           Taxes                    $1,755


LENNAR CORP: Fitch Assigns 'BB+' Rating to Proposed Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN) proposed offering of a new issue of senior notes due
2018 and an additional amount of its 4.750% senior notes due 2022.
These issues will be ranked on a pari passu basis with all other
senior unsecured debt. The notes will be guaranteed by some of
Lennar's subsidiaries, but those guarantees may be suspended or
released under certain circumstances. Net proceeds from the notes
offering will be primarily used for working capital and general
corporate purposes, which may include the repayment or repurchase
of some of its outstanding senior notes.

The Rating Outlook is Stable.

Sensitivity/Rating Drivers

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and improved prospects for the housing sector
this year and in 2014. The ratings also reflect Lennar's
successful execution of its business model, geographic and product
line diversity, and much lessened joint venture exposure.

There are still challenges facing the housing market that are
likely to moderate the early stages of this recovery.
Nevertheless, Lennar has the financial flexibility to navigate
through the sometimes challenging market conditions and continue
to invest in land opportunities.

The Industry

Fitch's housing forecasts for 2012 were raised a number of times
during the course of the year but still reflected a below-trend
line cyclical rise off a very low bottom. In a slowly growing
economy with somewhat diminished distressed home sales
competition, less competitive rental cost alternatives, and new
and existing home inventories at historically low levels, 2013
single-family housing starts should improve about 18%, while new
home sales increase approximately 22% and existing home sales grow
7%. However, as Fitch has noted in the past, recovery will likely
occur in fits and starts.

Challenges (although somewhat muted) remain, including continued
relatively high levels of delinquencies, potential of short-term
acceleration in foreclosures, and consequent meaningful distressed
sales, and restrictive credit qualification standards.

Financials

Lennar has solid liquidity with unrestricted homebuilding cash of
$1,147 million as of Nov. 30, 2012. The company also has an
unsecured revolving credit facility of $500 million that expires
May 2015. The credit facility may be increased to $525 million,
subject to additional commitments. As of Nov. 30, 2012, the
company had a $150 million letter of credit and reimbursement
agreement with certain financial institutions, which may be
increased to $200 million, and also another $50 million letter of
credit and reimbursement agreement with certain financial
institutions that had a $50 million accordion feature. There is
also an additional $200 million letter of credit facility with
another financial institution. The company's debt maturities are
well-laddered, with about 23% of its senior notes (as of Nov. 30,
2012) maturing through 2015.

Homebuilding

The company was the third largest homebuilder in 2011 and
primarily focuses on entry-level and first-time move-up
homebuyers. The company builds in 16 states with particular focus
on markets in Florida, Texas and California. Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions. Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

Compared to its peers Lennar had above-average exposure to joint
ventures (JVs) during this past housing cycle. Longer-dated land
positions are controlled off balance sheet. The company's equity
interests in its partnerships generally ranged from 10% to 50%.
These JVs have a substantial business purpose and are governed by
Lennar's conservative operating principles. They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company. They help Lennar to match
financing to asset life. JVs facilitate just-in-time inventory
management. Nonetheless, Lennar has been substantially reducing
its number of JVs over the last few years (from 270 at the peak in
2006 to 36 as of Nov. 30, 2012). As a consequence, the company has
very sharply lowered its JV recourse debt exposure from $1.76
billion to $66.7 million ($49.9 million net of joint and several
reimbursement agreements with its partners) as of Nov. 30, 2012.
In the future, management will still be involved with partnerships
and JVs, but there will be fewer of them and they will be larger,
on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow. In 2010, the company started to rebuild its
lot position and increased land and development spending. Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $999 million of new
land and spent roughly $302 million on development expenditures.
Fitch expects land and development spending for 2013 to be sharply
higher than in 2012. As a result, Fitch expects Lennar to be more
than $500 million cash flow negative this year. Fitch is
comfortable with this strategy given the company's cash position,
debt maturity schedule and proven access to the capital markets.

Rialto

During 2010, the company ramped up its investments in Rialto
Investments. More recently it has been harvesting the by-products
of its efforts. This segment provides advisory services, due-
diligence, workout strategies, ongoing asset management services,
and acquires and monetizes distressed loans and securities
portfolios. (Management has considerable expertise in this highly
specialized business.)

In February 2010, the company acquired indirectly 40% managing
member equity interests in two limited liability companies in
partnership with the FDIC, for approximately $243 million (net of
transaction costs and a $22 million working capital reserve).
Lennar had also invested $69 million in a fund formed under the
Federal government's Public-Private Investment Program (PPIP),
which was focused on acquiring securities backed by real estate
loans. During the three months ended Aug. 31, 2012, the AB PPIP
fund started unwinding its operations. During the fourth quarter,
Lennar finalized its last sales of the underlying securities in
the fund and made its final distributions to the partners,
including Lennar. On average the company had $61 million of its
equity invested in the fund and it has brought back all of that
investment as well as profits and fees totaling $112 million.

On Sept. 30, 2010, Rialto completed the acquisitions of
approximately $740 million of distressed real estate assets, in
separate transactions, from three financial institutions. The
company paid $310 million for these assets, of which $124 million
was funded by a five-year senior unsecured note provided by one of
the selling financial institutions. Rialto Investments had $594.8
million of debt, of which $111 million is recourse to Lennar. In
December 2012, Lennar completed the first closing of its second
real estate fund with initial equity commitments of approximately
$260 million (including $100 million committed by Lennar).

Rialto provides Lennar with ancillary income as well as a source
of land purchases (either directly or leveraging Rialto's
relationship with owners of distressed assets). Fitch views this
operation as strategically material to the company's operation,
particularly as housing activity remains at relatively low levels.

Rental Activities and Large MPCs

In addition to the homebuilding, financial services and Rialto
operating platforms, Lennar has been incubating a multi-family
rental business strategy (beginning in early 2011) as well as
FivePoint Land Company which manages large, complex master planned
communities in the Western U.S. (including the former Newhall Land
and Farming Company).

The multi-family JV activities have a pipeline that exceeds $1
billion, and over 6,500 apartments. At Nov. 30, 2012, Lennar had
approximately $30 million invested in this business and expects
that investment to rise to $100 million by the end of fiscal 2013.
The company's long term goal is to build a portfolio of income
producing apartment properties across the country.

Guidelines for Further Ratings Actions

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

Positive rating actions may be considered if the recovery in
housing is maintained and is more robust than Fitch's current
outlook, Lennar shows continuous improvement in credit metrics
(with leverage less than 3 times (x) and interest coverage in
excess of 5x), and maintains a healthy liquidity position.

Negative rating actions could occur if the recovery in housing
dissipates and Lennar maintains an overly aggressive land and
development spending program. This could lead to consistent and
significant negative quarterly cash flow from operations and
meaningfully diminished liquidity position (below $700 million).

Fitch currently rates Lennar as:

-- Issuer Default Rating 'BB+';
-- Senior unsecured debt 'BB+'.

The Rating Outlook is Stable.


LENNAR CORP: Moody's Rates New Senior Unsecured Notes 'Ba3'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new senior
unsecured notes of Lennar Corporation that are to be issued in two
tranches of still-to-be determined amounts, proceeds of which will
be used for working capital and general corporate purposes, which
may include the repayment or repurchase of some of its outstanding
senior notes. At the same time, Moody's upgraded Lennar's various
series of senior unsecured and convertible senior notes to Ba3
from B1. Moody's also affirmed the company's corporate family
rating at Ba3 and probability of default rating at Ba3-PD. The SGL
rating was affirmed at SGL-2, and the outlook remains stable.

The upgrade to Lennar's senior unsecured and convertible senior
notes is not a credit event. It reflects the sizable and growing
proportion of senior unsecured debt within the capital structure
vs. the secured debt, resulting in the elimination of the one
notch difference between the corporate family rating and the
senior unsecured debt. Formerly, the considerable proportion of
secured land purchase and recourse off-balance sheet debt within
the capital structure resulted in a one notch difference between
the two ratings.

The following rating actions were taken:

Corporate family rating, affirmed Ba3;

Probability of default rating, affirmed at Ba3-PD;

Existing senior unsecured notes, upgraded to Ba3, LGD4-58% from
B1, LGD4-60%;

Existing convertible senior notes, upgraded to Ba3, LGD4-58% from
B1, LGD4-60%;

Proposed new senior unsecured notes due 2018, assigned a Ba3,
LGD4-58%;

Proposed tack-on 4.75% senior unsecured notes due 2022, assigned a
Ba3, LGD4-58%;

Speculative grade liquidity assessment, affirmed at SGL-2;

Ratings outlook is stable.

Ratings Rationale

The Ba3 corporate family rating reflects the company's near
industry-leading gross margins; its strong earnings performance,
both in a weak housing environment as well as in the current
robust market; the slimming down of its joint venture activities
into a relatively few (for Lennar) critical land ventures; the
substantial tangible equity base; and one of the homebuilding
industry's more transparent disclosures of off-balance sheet
activities. The company successfully stretched out a heavy debt
maturity schedule during a time of uncertain market access through
multiple equity and debt issuances, which it continues to do
currently, and greatly reduced its formerly outsized recourse
joint venture debt exposure.

At the same time, Lennar's ratings incorporate its elevated
adjusted homebuilding debt leverage, which is a pro forma 57.4% as
of November 30, 2012; the expectation of negative cash flow from
operations over the next 12 to 18 months; the moderately long land
position; the still-substantial, albeit greatly reduced, total
debt (as opposed to recourse debt) at its joint venture
operations; and its high proportion of speculative construction.
In addition, Lennar's propensity to invest in different asset
classes and structures compared to more traditional homebuilders
adds an additional element of risk to the company's credit
profile. While these investments can generate solid returns and
cash, especially during growth periods, they can also result in
sizable write downs, considerable use of management time, and cash
drains, as the joint venture operations did during the recent
downturn.

Lennar's liquidity is supported by its pro forma USD1.6 billion
unrestricted cash position at November 30, 2012, full availability
under its USD500 million senior unsecured revolving credit
facility due 2015, the availability of about USD161 million at
November 30, 2012 under its various letter of credit facilities
aggregating USD400 million, and adequate to healthy headroom under
its covenants.

The stable outlook reflects Moody's expectation that homebuilding
industry conditions will remain favorable over the next 12 to 18
months, allowing the company to generate solid operating growth,
and that the company will gradually whittle down its currently
elevated debt leverage.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most
importantly, drives its debt leverage sustainably below 45%. Given
the current gap between its pro forma debt leverage and the 45%
threshold, plus the company's propensity to invest in non-
traditional homebuilding ventures, an upgrade within the next 12
to 18 months could be very challenging.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 60% on a sustained basis.

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.

Founded in 1954 and headquartered in Miami, Florida, Lennar
specializes in the sale of single-family homes for first-time,
move-up and active adult buyers. Lennar also invests in distressed
real estate assets and provides mortgage financing to its
customers. Total revenues for the 2012 fiscal year that ended
November 30, 2012 were approximately USD4.1 billion, and
consolidated pretax income (which does not take into account the
sizable tax benefit largely due to the reversal of the allowance
for its deferred tax asset) was USD222 million.


LENNAR CORP: S&P Assigns 'BB-' Rating on Senior Notes Due 2018
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to Lennar Corp.'s proposed offering
of senior notes due 2018.  In a separate transaction, Lennar is
also issuing an additional amount of its existing 4.75% senior
notes due 2022.  The 'BB-' issue-level rating and a '4' recovery
rating on these notes remain unchanged. S&P's '4' recovery rating
indicates its expectation for an average (30%-50%) recovery in the
event of default.

Lennar plans to use proceeds from the offerings (which S&P
estimates could total approximately $500 million in aggregate) for
working capital and general corporate purposes, which may include
acquisitions or debt repurchases.  From S&P's perspective, the
offerings will bolster the company's cash balances, which totaled
roughly $1.3 billion at Nov. 30, 2012.  This balance provides
sufficient capital to fund land investment needed to support the
meaningful revenue growth that S&P expects over the next two
years.  The new notes will rank equally with Lennar's other senior
unsecured obligations and will be guaranteed by substantially all
of Lennar's homebuilding subsidiaries for as long as these
subsidiaries guarantee at least $75 million of parent company
obligations.  The guarantees can be released under certain
circumstances.

"Our ratings on Miami-based Lennar reflect our expectation that
higher sustained revenue growth and improved profitability over
the next 12 to 18 months could result in substantial improvement
in Lennar's EBITDA-based credit measures.  In our view, proceeds
from the proposed note offerings, along with availability under a
$525 million unsecured revolving credit facility executed in May
2012 ($500 million of which is currently committed) should enable
Lennar to readily finance near-term growth.  We also expect a
portion of the proceeds will be used to repay debt and extend the
company's maturity profile," S&P said.

"Given our expectations for Lennar to grow community count while
at least maintaining recent absorption trends, we believe Lennar
could potentially increase home deliveries by 25% to 30% annually
in both 2013 and 2014.  We also believe Lennar's operating margin,
which totaled 12.2% for the fourth quarter of 2012 (among the
highest of its peers), will strengthen modestly over our forecast
period as Lennar continues to drive more sales from newer, more
profitable communities and leverage its operating platform.  Under
this scenario, we expect adjusted debt-to-EBITDA to approach the
low-6x area by the end of fiscal 2013, down substantially from
approximately 13x at Nov. 30, 2011.  We expect further improvement
in this metric in 2014 (to just below 5x) as increased home sales,
higher sales prices, and strengthening operating margins continue
to drive strong year-on-year revenues and EBITDA growth," S&P
added.

"Our stable outlook acknowledges our expectation that Lennar's
EBITDA-based credit metrics will strengthen over the next 12 to 18
months as the company continues to increase its overall community
count while maintaining its improved margins and absorption levels
of around three home sales per community per month.  We could
lower our rating if home sales slow materially following
significant investment in land and inventory to support higher
sales levels.  Under this scenario, revenue and EBITDA growth
would fall substantially below our base-case forecast and recently
improved leverage metrics would reverse course and deteriorate.
While we do not currently view our downside scenario as likely, we
see additional near-term ratings momentum as limited by still-weak
leverage metrics and the potential that more aggressive growth,
including initiatives beyond the company's core homebuilding
segment, could be largely debt funded.  However, we could consider
raising our rating to 'BB' if annual revenue growth exceeds 30%
over the next two years and Lennar's EBITDA margin strengthens to
the mid-teens.  Under this scenario, we would expect Lennar to
comfortably maintain debt-to-EBITDA in the low 4x area and debt to
capital to reach the low 40% area," S&P noted.


LIBERACE FOUNDATION: Can Access US Bank Cash on Interim Basis
-------------------------------------------------------------
The Bankruptcy Court approved, on an interim basis, Liberace
Foundation for the Creative and Performing Arts' request to use
cash collateral of US Bank National Association, primarily rents,
to pay the operating expenses of the Debtor's real property
located at 1775 E. Tropicana Avenue, in Las Vegas, Nevada, and to
use the amount of $355,000 held in the account at Nevada Trust,
which the Debtor says is not encompassed by the claims of USB.

According to the interim order, evidence exists in the record that
the value of the Property exceeds the amount of USB's claim in an
amount sufficient to provide adequate protection.  Until further
order, however, the Court will require that the rental proceeds,
less the expense items appearing in Exhibit A-1 to the Debtor's
emergency motion, be remitted to USB each month.

The Debtor's secured creditor Schedule "D" lists USB as having a
disputed claim in the amount of $1,269,000, secured by the
Property.

USB filed opposition to the cash collateral motion, accompanied by
a request for judicial notice under FRE 201 of the papers filed in
the action in the Eighth Judicial District for Clark County,
Nevada, to obtain a receiver with respect to the Debtor's Property
and certain objections to the supporting Declaration of Brian
"Paco" Alvarez to the emergency motion.

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.


LIGHTHOUSE IMPORTS: Can Employ Joseph Luzinski as CRO
-----------------------------------------------------
The Bankruptcy Court authorized Lighthouse Imports, LLC, to employ
Development Specialists, Inc., to provide management services and
Joseph J. Luzinski, senior vice president in the Miami office of
DSU, as Chief Restructuring Officer, nunc pro tunc to Oct. 31,
2012.
Based in St. Augustine, Florida, Lighthouse Imports, LLC, dba
Toyota of St. Augustine, filed for Chapter 11 protection on
Oct. 24, 2012 (Bankr. M.D. Fla. Case No. 12-14459).  Judge Karen
S. Jennemann presides over the case.  R. Scott Shuker, Esq., at
Latham, Shuker, Eden & Beaudine, LLP, represents the Debtor.  The
Debtor scheduled assets of $9,864,450 and liabilities of
$24,727,794 as of the Petition Date.


LIGHTHOUSE IMPORTS: Can Employ Latham Shuker as Counsel
-------------------------------------------------------
The Bankruptcy Court authorized Lighthouse Imports, LLC, to employ
R. Scott Shuker, Esq. and the law firm of Latham, Shuker, Eden &
Beaudine, LLP, as Debtor's counsel, nunc pro tunc to Oct. 24,
2012.

Based in St. Augustine, Florida, Lighthouse Imports, LLC, dba
Toyota of St. Augustine, filed for Chapter 11 protection on
Oct. 24, 2012 (Bankr. M.D. Fla. Case No. 12-14459).  Judge Karen
S. Jennemann presides over the case.  R. Scott Shuker, Esq., at
Latham, Shuker, Eden & Beaudine, LLP, represents the Debtor.  The
Debtor scheduled assets of $9,864,450 and liabilities of
$24,727,794 as of the Petition Date.


LODGENET INTERACTIVE: Gets Interim OK to Tap $5MM in Financing
--------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that hotel
media provider LodgeNet Interactive Corp. received bankruptcy-
court approval to access $5 million of its bankruptcy financing,
in addition to a number of other procedural motions that will
allow the company to continue its operations while under Chapter
11 protection.

As reported in the Jan. 30, 2013 edition of the TCR, the Debtors
are seeking approval 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.

                    About LodgeNet Interactive

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 PwC as Independent Accountant
------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates seek Court
approval to hire PricewaterhouseCoopers LLP as independent
accountants to perform auditing services.

During the 90 days immediately preceding the Petition Date, PwC
received from the Debtors and their affiliates fees and expenses
totaling $257,544.  On Jan. 24, 2013, PwC issued an invoice for
$36,040 for unpaid services but now waives its entitlement to
those fees.

PwC intends to charge the Debtors for the Services based on its
estimated fees for such services, which are currently as follows:

   a. 2012 Financial Statement Audit: $700,000 to $800,000 -
Includes $91,000 for procedures related to the goodwill impairment
recorded during the second quarter of 2012

   b. 2012 Quarterly Reviews: $128,000 -- Includes $38,000 for
review of going concern matters and related disclosures included
in the Debtors' Sept. 30, 2012 interim unaudited financial
statements and Form 10-Q

   c. If actual hours incurred are different from the underlying
estimate or the mix of staff necessary varies significantly, PwC
will adjust their billing based on the following rate table:

          Position                                   Hourly Rate
          --------                                   -----------
          Partners                                   $675 to $725
          National Office                               $1000
          Directors, Senior Managers and Managers    $300 to $550
          Senior Associates                          $225 to $290
          Associates                                 $125 to $175

To the best of the Debtors' knowledge, neither PwC nor any
professional employee of PwC has any connection with or any
interest adverse to the Debtors, their creditors, or any other
party in interest.

                          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: Bankruptcy Prompts Moody's Rating Pullout
---------------------------------------------------------------
Moody's Investor's Service withdrew all the ratings of LodgeNet
Interactive Corporation upon its filing of a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code.

Ratings Rationale

The following ratings were withdrawn:

LodgeNet Interactive Corporation

Corporate Family Rating, Ca

Probability of Default Rating, D-PD

Senior Secured Bank Credit Facility, Ca (LGD3, 45%)

Speculative Grade Liquidity Rating SGL-4

LodgeNet's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside LodgeNet's core industry and
believes LodgeNet's ratings are comparable to those of other
issuers with similar credit risk. 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 Sioux Falls, South Dakota, LodgeNet Interactive
Corporation (LodgeNet) provides interactive TV services, Network
and Cable TV services, video-on-demand, advertising and video game
entertainment services to the lodging industry and healthcare
facilities. Its revenue for the LTM period ending September 2012
was approximately USD379 million.


METRO FUEL: Creditor Pushes for Chapter 7 Liquidation
-----------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that after
still failing to name a lead bidder ahead of an auction that has
been pushed back four times, creditor New York Commercial Bank is
asking the bankruptcy court to push Metro Fuel & Oil Corp. into
liquidation rather than allow it to continue to spend money on
operations.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.  Th Debtor tapped Carl Marks Advisory
Group LLC as financial advisor and investment banker, Curtis,
Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC
as crisis managers for the Debtors, and appoint David Johnston as
their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.


MF GLOBAL: Trustee Raises Estimates for Foreign Customers
---------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports that the
trustee unwinding MF Global Holdings Ltd.'s brokerage said foreign
commodity futures customers will receive slightly higher
distributions than he previously estimated.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.


MICHAELS STORES: To Redeem $137MM Senior Notes on Feb. 27
---------------------------------------------------------
Michaels Stores, Inc., caused to be delivered to the holders of
the Company's outstanding 11 3/8% Senior Subordinated Notes due
2016 an irrevocable notice of redemption relating to the
redemption of $137,000,000 in aggregate principal amount of the
Company's outstanding Notes.  The redemption date is Feb. 27,
2013.  The Company will redeem the Redemption Notes at a
redemption price equal to 103.792%.   In addition, the Company
will pay accrued and unpaid interest on the Redemption Notes up
to, but not including, the Redemption Date.

                        About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Oct. 27, 2012, showed $1.90 billion
in total assets, $4.27 billion in total liabilities, and a
$2.37 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MOUNTAIN PROVINCE: Names Vice President Finance and CFO-Designate
-----------------------------------------------------------------
Mountain Province Diamonds Inc. has appointed Bruce Ramsden, B.
Com., ACIS, as Vice President Finance and CFO-designate effective
Feb. 1, 2013.

Mr. Ramsden is an experienced finance executive with more than 30
years experience.  Most recently, Mr. Ramsden served as Vice
President Finance, CFO and Corporate Secretary of Andean American
Gold Corp. prior to the acquisition of that company by Lupaka Gold
Corp. last September.  Prior to that, he served as VP Finance and
CFO of St Andrew Gold Fields Ltd. (2002 - 2005) and Vaaldiam
Mining Inc., formerly Tiomin Resources Inc. (2005 - 2010).

"We are pleased to welcome Bruce to Mountain Province Diamonds at
an important time in the Company's transition," said Patrick
Evans, President and CEO.  "Bruce's financial skills, experience
in the Canadian resource sector and particular experience
arranging debt finance facilities will contribute to our continued
success as we prepare for the development of the Gahcho Kue
diamond mine."

Mr. Ramsden will also assume the position of chief financial
officer and corporate secretary effective May 1, 2013, upon the
departure of the Company's current CFO and corporate secretary on
April 30, 2013.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

Mountain Province's balance sheet at Sept. 30, 2012, showed
C$53.03 million in total assets, C$8.81 million in total
liabilities and C$44.22 million in total shareholders' equity.


MTL PUBLISHING: S&P Revises 'B+' Rating Outlook to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B+' rating outlook
on U.S.-based music publisher MTL Publishing (EMI) to stable from
positive.

At the same time, S&P affirmed all existing ratings on the
company.

"The outlook revision to stable reflects our expectation that the
pace of ongoing declines in mechanical physical royalties, and the
potential for near-term softness in performance and
synchronization royalties could contribute to further operating
declines," said Standard & Poor's credit analyst Chris Valentine.

S&P still see potential for an upgrade if the restructuring plan
is successful and leverage falls below S&P's 4.5x threshold, but
an upgrade is less compelling at this time given recent operating
trends.

The 'B+' rating on New York-based MTL Publishing Inc. reflects
Standard & poor's Ratings Services' expectation that leverage,
although likely to decline, will remain high over the next fiscal
year ending March 2013 because of restructuring efforts, but
liquidity should be adequate.  Sony/ATV, which will be
administering the EMI catalog, will provide near-term protection
from restructuring cost overruns.

MTL's business risk profile is "fair" because of the company's
relatively stable revenue provided by a diverse mix of royalty
streams, its high EBITDA margin, high variable costs given its
administration agreement, its leading global market share, and a
management team that is experienced in the business.  These
factors do not fully offset the ongoing declines in mechanical
physical royalties (generated from compositions embodied within
recordings and sold in physical formats) associated with CD sale
declines, and the potential for near-term softness in performance
royalties (generated from broadcast TV and radio, public
performance, and Internet streaming) and synchronization
royalties (generated from the use of compositions in TV, films,
commercials, video games, etc.) because of the weak global economy
and still-uncertain advertising demand.

S&P views the company's financial profile as "highly leveraged,"
given its pro forma fully adjusted debt-to-EBITDA ratio of roughly
7.3x as of Sept. 30, 2012, which declines to roughly 5.5x pro
forma for expected cost savings.  S&P's governance assessment is
"fair."

"The stable rating outlook reflects our view that while recent
operating trends have been soft, we expect the company to
gradually reduce leverage.  A rating upgrade, which we view as
less likely at this time, would require meaningful reduction in
fully adjusted leverage to below 4.5x, through EBITDA growth and
debt repayment.  An upgrade would also likely incorporate a clear
indication that financial policy will not become aggressive once
MTL reduces leverage below 5.5x, the point that would allow for
distributions to equity holders," S&P said.

S&P could lower the rating if the integration and restructuring
takes longer than expected, or if operating performance
deteriorates because of economic pressure or a failure to sign new
deals, causing leverage to remain in the high-5x to low-6x area
through fiscal 2014.


NEWLEAD HOLDINGS: Regains Compliance with NASDAQ Min. Bid Price
---------------------------------------------------------------
NewLead Holdings Ltd. 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.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEXSTAR BROADCATING: Amends Articles of Incorporation
-----------------------------------------------------
The Board of Directors of Nexstar Broadcasting Group, Inc.,
approved amendments to, and restated, the Company's Amended and
Restated Bylaws, which became effective immediately upon approval.

The principal changes to the Bylaws were:

   (1) to amend the advance notice provision to require that
       stockholders provide additional information in connection
       with submitting a nomination or notice for other business,
       specifically requiring disclosure that includes derivative
       ownership, beneficial ownership of the stockholder, group
       status (including a description of any applicable
       agreements with respect to the Company), information
       regarding a nominee and a description of any voting
       agreements;

   (2) to specify that the Board and the chair of a stockholder
       meeting have the right to prescribe the rules and
       procedures for a stockholder meeting;

   (3) to specify that business can still be conducted at a
       stockholder meeting if a quorum was present, but is lost;

   (4) to specify that the chair of a stockholder meeting (in
       addition to the stockholders) can adjourn the stockholder
       meeting, whether or not a quorum is present;

   (5) to permit remote communications for stockholder meetings;

   (6) to remove the requirement that the annual meeting be held
       within 150 days of the close of the Company's fiscal year;
       and

   (7) to require that nominees for election as a director of the
      Company complete a background and qualification
      questionnaire and enter into an agreement with the Company
      that prevents that director from entering into any voting or
      compensation agreement regarding the Company with any third
      party, obligates that director to adhere to the Company's
      internal policies (including with regards to
      confidentiality, conflicts and insider trading) and includes
      an irrevocable resignation in the event of a breach of the
      agreement.

The Board also made other non-material, technical and stylistic
amendments to the Bylaws.

A copy of the Amended Bylaws is available for free at:

                        http://is.gd/XstoAM

                   About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NEXTWAVE WIRELESS: Avenue Capital No Longer Owns Shares
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Avenue Capital Management II, L.P., and its
affiliates disclosed that, as of Jan. 24, 2013, they do not
beneficially own any shares of common stock of Nextwave Wireless
Inc.  Avenue Capital previously reported beneficial ownership of
4,178,148 common shares or a 16.7% equity stake as of Aug. 17,
2012.

On Jan. 24, 2013, AT&T Inc. completed its acquisition of NextWave
Wireless by means of a merger of Rodeo Acquisition Sub Inc.
("Merger Sub") with and into the Company in accordance with an
Agreement and Plan of Merger, dated Aug. 1, 2012, among the
Company, AT&T and Merger Sub.  Upon consummation of the Merger,
each share of the 250,507 shares of Common Stock held by Avenue
Spec IV, 19,490 shares of Common Stock held by Avenue Investments
and 3,806,798 shares of Common Stock held by Avenue AIV was
converted into the right to receive (i) $1.00 per share in cash
and (ii) a non-transferable contingent payment right representing
a pro rata interest in an amount of up to $25 million held in
escrow, which may be reduced in respect of indemnification
obligations and other amounts payable to AT&T in accordance with
the Merger Agreement.

In addition, upon consummation of the Merger, options for an
aggregate of 101,353 shares of Common Stock of the Company granted
by the Company to Robert T. Symington, an employee of Avenue
Capital Management II and a former director of the Company were
cancelled for no consideration.  Pursuant to an agreement between
Mr. Symington and Avenue Capital Management II, any compensation
received by Mr. Symington during his service as a director of the
Issuer was for the benefit of Avenue Spec IV, Avenue Investments,
Avenue AIV, Avenue International, CDP-Global and Avenue Spec V.

A copy of the filing is available for free at:

                         http://is.gd/sEt63L

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
a significant wireless spectrum portfolio.  Its continuing
operations are focused on the management of its wireless spectrum
interests.  Total domestic spectrum holdings consist of
approximately 3.9 billion MHz POPs.  Its international spectrum
included in continuing operations include 2.3 GHz licenses in
Canada with 15 million POPs covered by 30 MHz of spectrum.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Ernst & Young, said, "The
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $142.0 million at Dec. 31, 2011, that
is associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

The Company's balance sheet at Sept. 29, 2012, showed
$444.13 million in total assets, $1.25 billion in total
liabilities, and a $808.66 million total stockholders' deficit.

                        Bankruptcy Warning

As of Sept. 9, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,146 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $153.4 million, the Company's Second Lien Notes with an
aggregate principal amount of $215.7 million and the Company's
NextWave and HoldCo Third Lien Notes with aggregate principal
amounts of $331.4 million and $445.5 million, respectively.  The
Company's current cash reserves are not sufficient to meet its
payment obligations under its Senior Notes, Second Lien Notes,
NextWave Third Lien Notes and HoldCo Third Lien Notes at their
current maturity dates.  Additionally, in the event of any
termination of the Merger Agreement, the Company will not be able
to consummate the sale of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at their currently
scheduled maturity dates.

"If we are unable to further extend the maturity of our Notes, or
identify and successfully implement alternative financing to repay
the Notes, the holders of our Notes could proceed against the
assets pledged to collateralize these obligations in the event the
Merger Agreement is terminated and our forbearance agreement
expires.  These conditions raise substantial doubt about our
ability to continue as a going concern.  Insufficient capital to
repay our debt at maturity would significantly restrict our
ability to operate and could cause us to seek relief through a
filing in the United States Bankruptcy Court," the Company said in
its quarterly report for the period ended Sept. 29, 2012.


NEXTWAVE WIRELESS: Polygon Management No Longer Owns Shares
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Polygon Management Ltd. and its affiliates
disclosed that, as of Jan. 24, 2013, they do not beneficially own
any shares of common stock of NextWave Wireless Inc.  Polygon
Management previously reported beneficial ownership of 2,500,000
common shares or a 10% equity stake as of Aug. 16, 2012.

On Jan. 24, 2013, AT&T Inc. completed its acquisition of the
Issuer by means of a merger of Rodeo Acquisition Sub Inc. ("Merger
Sub") with and into the Issuer in accordance with an Agreement and
Plan of Merger, dated Aug. 1, 2012, among the Nextwave Wirelss,
AT&T and Merger Sub.  Upon consummation of the Merger, each of the
2,500,000 Shares beneficially owned by the Reporting Persons was
converted into the right to receive (i) $1.00 per share in cash
and (ii) a non-transferable contingent payment right representing
a pro rata interest in an amount of up to $25 million held in
escrow, which may be reduced in respect of indemnification
obligations and other amounts payable to AT&T in accordance with
the Merger Agreement.

A copy of the amended Schedule 13D is available at:

                         http://is.gd/OZPjvL

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
a significant wireless spectrum portfolio.  Its continuing
operations are focused on the management of its wireless spectrum
interests.  Total domestic spectrum holdings consist of
approximately 3.9 billion MHz POPs.  Its international spectrum
included in continuing operations include 2.3 GHz licenses in
Canada with 15 million POPs covered by 30 MHz of spectrum.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Ernst & Young, said, "The
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $142.0 million at Dec. 31, 2011, that
is associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

The Company's balance sheet at Sept. 29, 2012, showed
$444.13 million in total assets, $1.25 billion in total
liabilities, and a $808.66 million total stockholders' deficit.

                        Bankruptcy Warning

As of Sept. 9, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,146 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $153.4 million, the Company's Second Lien Notes with an
aggregate principal amount of $215.7 million and the Company's
NextWave and HoldCo Third Lien Notes with aggregate principal
amounts of $331.4 million and $445.5 million, respectively.  The
Company's current cash reserves are not sufficient to meet its
payment obligations under its Senior Notes, Second Lien Notes,
NextWave Third Lien Notes and HoldCo Third Lien Notes at their
current maturity dates.  Additionally, in the event of any
termination of the Merger Agreement, the Company will not be able
to consummate the sale of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at their currently
scheduled maturity dates.

"If we are unable to further extend the maturity of our Notes, or
identify and successfully implement alternative financing to repay
the Notes, the holders of our Notes could proceed against the
assets pledged to collateralize these obligations in the event the
Merger Agreement is terminated and our forbearance agreement
expires.  These conditions raise substantial doubt about our
ability to continue as a going concern.  Insufficient capital to
repay our debt at maturity would significantly restrict our
ability to operate and could cause us to seek relief through a
filing in the United States Bankruptcy Court," the Company said in
its quarterly report for the period ended Sept. 29, 2012.


NORTEL NETWORKS: Aborted Settlement Freezes Up Claims Market
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the inability of Nortel Networks Inc. creditors from
the U.S., U.K. and Canada to agree on how to carve up $9 billion
cash is having an effect on claims, and it isn't good.

The mediation began Jan. 14, with the chief justice of Ontario
serving as mediator.  But efforts to mediate a settlement failed.
Without agreement on how the cash should be divided among
creditors of the bankruptcies in the three countries, the money
can't be distributed.

Before mediation failed, unsecured claims against Nortel traded
for more than 90 cents on the dollar, according to Joe Sarachek, a
managing director of special situations from CRT Special
Investments LLC. Since the chance of quick settlement fell by the
wayside, claims haven't traded, he said.

The spread between the bid and ask is now too wide, Mr. Sarachek
said.  Buyers are now willing to pay about 79 cents, while sellers
still want 90 cents, he said.  After settlement came to naught,
Mr. Sarachek estimated that the price might fall to the high 70s.

If there isn't a settlement, carving up the cash through
litigation may delay distribution by four years, Mr. Sarachek
said.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OVERSEAS SHIPHOLDING: Recognized as Main Proceeding in U.K.
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 reorganization of Overseas Shipholding
Group Inc. in Delaware is an example of a U.S. bankruptcy
recognized abroad.

According to the report, OSG, one of the world's largest publicly
owned transporters of crude oil and petroleum products, filed for
Chapter 11 protection in November.  On Jan. 29, the U.K. High
Court of Justice, Chancery Division, ruled that the U.S.
bankruptcy is the foreign main proceeding.

Just as the U.S. court would do in a Chapter 15 case for a company
primarily in bankruptcy abroad, the High Court halted all legal
proceedings and creditor actions in the U.K.

Both the U.S. Chapter 15 and the law in England are based on the
UNCITRAL Model law on Cross-Border Insolvency.

OSG's $300 million in 8.125% senior unsecured notes due 2018
traded Jan. 29 for about 38 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The bonds have climbed about 66% since the
last trade on the day of bankruptcy.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PACIFIC CARGO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pacific Cargo Services, LLC
        dba Pacific Courier Services, LLC
        dba Pacific Courier Services-Washington, LLC
        dba ITG Washington, LLC
        dba Pacific Cargo Services-Washington, LLC
        dba Integrity Transportation Group, LLC
        3302 NW Marine Dr.
        Troutdale, OR 97060

Bankruptcy Case No.: 13-30439

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Tara J. Schleicher, Esq.
                  FARLEIGH WADA WITT
                  121 SW Morrison St #600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  E-mail: tschleicher@fwwlaw.com

Scheduled Assets: $7,716.872

Scheduled Liabilities: $12,039,196

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/orb13-30439.pdf

The petition was signed by James J. Holman, manager.


PAR PHARMA: Term Loan Repricing No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's Investors Service commented that Par Pharmaceutical
Companies, Inc.'s proposed re-pricing of its senior secured term
loan has no impact on the company's B2 Corporate Family Rating or
stable outlook. Existing debt ratings will also remain unchanged.
Moody's notes, however, that the proposed amendment is modestly
credit positive as it aims to reduce current pricing on the term
loan by 50 basis points, as well as reduce the LIBOR floor by 25
basis points. This will result in lower interest expense by about
USD8 million a year.

Headquartered in Woodcliff Lake, New Jersey, Par is a specialty
generic and branded pharmaceutical company operating primarily in
the United States. The company generated revenue of about USD1
billion for the twelve months ended September 30, 2012. Par was
acquired by TPG Capital in September 2012.


PARK AVENUE COMMONS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Park Avenue Commons, LLC
        109 Park Avenue
        Danbury, CT 06810

Bankruptcy Case No.: 13-50119

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  HARLOW, ADAMS, AND FRIEDMAN
                  One New Haven Ave., Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  E-mail: jmn@quidproquo.com

Scheduled Assets: $590,000

Scheduled Liabilities: $1,658,081

A copy of the Company's list of its eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ctb13-50119.pdf

The petition was signed by Yi Ling aka Alison Ling, member.


PERMIAN HOLDINGS: Moody's Rates USD175MM Sr. Unsec. Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Permian Holdings, Inc. and a B3 rating to its proposed USD175
million senior secured notes due 2018. The net proceeds of the
offering will be used to repay existing debt and to pay a
distribution to its owners. This is the first time Moody's has
rated Permian. The outlook is stable.

Ratings Assigned:

Corporate Family Rating of B3

Senior Secured Notes Rating of B3, LGD-4 (56%)

Probability of Default Rating of B3-PD

Outlook Stable

Ratings Rationale

"New issue proceeds will refinance the existing debt of this
manufacturer of wellsite liquids storage tanks and fluid
processing systems, more firmly grounding the debt component of
its capital structure," commented Andrew Brooks, Moody's Vice
President. "Having returned the company to profitability,
Permian's financial sponsors will receive a return of their
invested capital, the distribution of which will also be funded by
the proceeds of this secured notes offering."

Permian's B3 CFR reflects the company's small size, its recent
history of net losses and modest cash flow generation, the
inherent cyclicality of oil and gas drilling activity to which
Permian is exposed, the relatively low-technology nature of
Permian's storage tank products and the wide range of competitive
product, and the increased leverage represented by this debt
offering. Offsetting these negatives is Permian's market-leading
position and deep customer penetration in a product line, which
while low in its relative cost, is a critical component of
wellsite operations, its geographic scope covering major
hydrocarbon producing basins, the financial flexibility imparted
by its largely variable cost business model and a seasoned senior
management team who appears to have established a firm footing for
future profitability and cash flow.

Permian and its predecessor companies have over a 35-year history
of manufacturing fluid containment and processing systems required
at nearly every onshore oil and gas wellsite for the separation
and storage of production streams. Steel and fiberglass storage
tanks comprise about 70% of its product line, supplemented by
process equipment including heater-treaters and separators. The
company's customer base numbers over 700, weighted to global
majors and larger independent E&Ps active in multiple basins.
Permian competes on the basis of its broad product line, its
manufacturing presence near most major producing basins, its long-
standing and repeat customer relationships and its ability to
manufacture to independent certification standards.

Permian was incorporated in its present configuration in 2007 by
affiliates of financial sponsors Riverstone Holdings LLC and The
Carlyle Group, each of whom hold a 47.7% ownership stake. After
consecutive years of losses, new senior management has been
installed who appear to have put the company on firmer footing for
profitable growth.

The B3 rating on Permian's proposed USD175 million senior secured
notes reflect both the overall probability of default of Permian,
to which Moody's assigns a PDR of B3-PD, and a Loss Given Default
of LGD-4 (56%). Permian will enter into a new secured ABL
revolving credit (not rated), which will encumber working capital
assets. The notes will be secured by all assets other than the
working capital assets, against which they will have a second
lien. Notwithstanding the limited extent of tangible assets
available to secure the notes on a first lien basis relative to
the ABL revolver's priority claim on working capital assets, the
notes are rated at the B3 CFR under Moody's Loss Given Default
Methodology reflecting the size of the potential secured notes'
claims relative to the secured ABL.

The stable outlook reflects Moody's view that Permian will
generate continuing positive free cash flow for debt reduction,
notwithstanding its higher debt levels. It is unlikely that
Permian would be upgraded in the near term given its relative
modest size and narrow product focus, however, increased size and
diversity could warrant consideration of an upgrade. The rating
could be downgraded if operations begin to generate renewed
losses, if debt leverage exceeds 3x, if another large cash
distribution to equity materializes or should liquidity concerns
impinge on company operations.

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

Permian Holdings, Inc. is a privately held oil field equipment
manufacturer located in Odessa, Texas.


PLAY BEVERAGES: Obtains Favorable Ruling in Trademark Lawsuit
-------------------------------------------------------------
Play Beverages LLC, CirTran Beverage Corporation and CirTran
Corporation on Jan. 31 disclosed that the U.S. District Court,
Central District of California has ruled in their favor.  The
Court denied Playboy Enterprises International, Inc.'s motion for
injunction and dismissed Playboy's trademark lawsuit.

In an order issued January 30, 2013, U.S. District Judge S. James
Otero ruled in favor of Play Beverages and CirTran in declining to
enjoin Play Beverages from selling the Playboy Energy Drink.
Judge Otero granted Play Beverages' motion to dismiss the case
without prejudice, finding that Playboy's lawsuit was
inappropriate under the forum selection clause of the License
Agreement between Play Beverages and Playboy.  Judge Otero ruled
that Playboy could not bring its claims in California.

Less than two months ago, the U.S. Bankruptcy Court for the
District of Utah ruled in favor of Play Beverages and the CirTran
companies, vacating a bankruptcy and freeing the companies to take
legal actions to protect the product license granted for its
Playboy Energy Drink.

That judge's ruling took Play Beverages out of bankruptcy,
enabling it to continue its action in state courts against Playboy
Enterprises and others to protect its license to produce and sell
Playboy Energy Drink.

"Today's ruling marks continued good news for Play Beverages and
the CirTran companies," said Iehab J. Hawatmeh, CirTran's
president.

"We have been through nearly two years of legal actions, but now
there are brighter skies on the horizon.  Everyone at Play
Beverages and CirTran is excited about getting back to business
and regaining the momentum we worked so hard to build in expanding
our beverage business and Playboy Energy Drink sales worldwide."

Introduced in 2008, Playboy Energy Drink is manufactured and
distributed exclusively by CirTran Beverage Corporation, a wholly
owned subsidiary of CirTran Corporation under a product license
from Playboy Enterprises to Play Beverages, and is currently
available in more than 20 countries around the world.

                     About CirTran Corporation

Marking its 20th year in business in 2013, CirTran Corporation --
http://www.cirtran.com-- has evolved from its roots as an
international, full-service contract manufacturer.  From its
headquarters in Salt Lake City, Utah, where it operates, along
with its Racore Technology electronics manufacturing subsidiary,
from an ISO 9001:2000-certified facility, CirTran has grown in
scope and geography.  Today, CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail Web sites; and CirTran
Beverage, which has partnered with Play Beverages, LLC, to
introduce and distribute the Playboy Energy Drink.

                      About Play Beverages

On April 26, 2011, three alleged creditors, LIB-MP Beverage, LLC,
George Denney, and Warner K. Depuy, filed an involuntary Chapter 7
petition against Play Beverages, LLC, a consolidated entity of the
Company, seeking its liquidation.  On Aug. 12, 2011, the
proceeding was converted into a Chapter 11 reorganization
proceeding (Bankr. D. Utah Case No. 11-26046).


PLAYBOY ENTERPRISES: S&P Puts 'B-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Rating Services placed all ratings, including
its 'B-' corporate credit rating, on Beverly Hills, Ca.-based
Playboy Enterprises Inc. on CreditWatch with negative
implications.

"The CreditWatch listing is based on our expectation that the
company is at significant risk of violating its one-time minimum
EBITDA covenant at the end of the second quarter of 2013," said
Standard & Poor's credit analyst Daniel Haines.

The terms of the credit agreement permit the equity sponsor to
provide equity of $10 million to eliminate this one-time covenant.

The rating reflects the company's weak credit measures, operating
shortfalls that have raised the risk of a potential covenant
violation in June 2013, and operating risks linked to its business
transition.  The company is restructuring and transforming itself
into a primarily brand management and licensing company.  Although
the business transition is nearly complete, operating performance
has been below S&P's expectations and short of the minimum EBITDA
covenant.  S&P considers the company's business risk profile
"vulnerable," based on declines at the print segment that will
continue to pressure overall performance.  The strong possibility
of a covenant violation in 2013 and high debt leverage underscore
S&P's assessment of Playboy's financial risk profile as "highly
leveraged."  S&P expects Playboy to benefit from new overseas
licensing deals, but it still faces the secular decline of the
magazine sector.

Playboy is a media and lifestyle company, marketing the Playboy
brand primarily through licensing.  In November 2011, Playboy
entered into a licensing deal with Manwin group regarding the
operation of Playboy-branded TV and online assets.  This segment
has been hampered by the availability of free adult content on the
Internet.  The transaction shifted Playboy's focus to its
licensing segment, which is still very small, but has been more
stable due to the steady stream of minimum guarantee payments the
company receives when most contracts are signed.  However, the
large volume of small licensing contracts produces some operating
volatility from quarter to quarter as negotiating delays may delay
potential cash flow.  S&P expects this segment's growth to benefit
from the company's well-known brand, and in particular, S&P
anticipates strong growth internationally relative to domestically
as the brand has seen a spike in popularity outside the U.S.
Conversely, print operations have exhibited steadily declining
results, reflecting the adverse fundamentals of the magazine
sector.

The CreditWatch listing reflects Playboy's risk of violating its
minimum EBITDA covenant on June 30, 2013.  S&P could lower the
ratings if it becomes increasingly apparent that a breach will
occur.  S&P could also lower the rating if operating performance
weakens and increases the risk that the company will violate
either its leverage or interest coverage covenants.

S&P could affirm the ratings and remove them from CreditWatch if
the company is able to meet its minimum EBITDA requirement or
alleviate risks that it will violate the covenant.  This could be
achieved if operating performance meaningfully exceeds S&P's
expectations, or if its sponsor preemptively makes the one-time
$10 million equity cure.


PREFERRED PROPPANTS: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B+' corporate credit rating, on Radnor, Pa.-based
Preferred Proppants (Preferred) and removed the ratings from
CreditWatch, where they were placed with negative implications on
Sept. 5, 2012.  The rating outlook is negative.

"The ratings affirmation on Preferred reflects our expectation
that credit metrics will improve in 2013, and that recent covenant
amendments and an equity cure have relieved constraints on the
company's liquidity position," said Standard & Poor's credit
analyst Gayle M. Bowerman.  "The negative outlook reflects our
view that Preferred faces execution risk as it moves to a
logistics-focused sand distribution and resin technology strategy
from a mining and production strategy."

"Our financial risk profile assessment remains "aggressive", based
on the company's high debt levels, concentrated ownership
structure, relatively short operating history, and aggressive
financial policies.  We have also revised our assessment of the
company's business risk profile to "weak" from "fair" based on our
view that industry conditions will remain difficult in 2013,
including an increasingly volatile pricing environment, broader
swings in supply and demand and an intensifying level of
competition in the sand market," S&P added.

"The negative rating outlook reflects our view that Preferred
faces industry headwinds and execution risk as it attempts to
shift its business to a distribution based model over the upcoming
quarters.  We could lower the ratings if an improvement in credit
metrics were not to occur over the next several quarters such that
leverage remained above 4.5x.  We believe a lack of traction in
quarterly EBITDA improvement could also constrain liquidity, and
could also lower the rating if covenant cushions declined to 5%-
10%, consistent with a revision of our liquidity assessment to
"less than adequate".  This could occur if sales volumes do not
increase as projected due to a decline in demand or if the company
incurs greater-than-expected costs associated with the strategy
change," S&P noted.

If Preferred successfully executes on its planned operational and
performance initiatives, including ramping up its distribution and
resin-coated sales volumes, leading to improved credit metrics
with leverage expected to be sustained below 4x and maintaining an
adequate liquidity profile, S&P could stabilize the outlook on the
rating.  An upgrade is unlikely over the next several quarters
given the company's size and our view of its aggressive financial
policies.


QUAIL HOLLOW: Hires McEvoy Firm to Litigate Best Western Rift
-------------------------------------------------------------
Quail Hollow Inn, LLC, won Bankruptcy Court  permission to employ
special counsel Sally M. Darcy of McEvoy Daniels & Darcy P.C. for
the limited purpose of handling any claims, issues, and/or
disputes between QHI and Best Western International, Inc., whom
its primary bankruptcy counsel, Gallagher & Kennedy, P.A., has a
conflict precluding its representation of the Debtor in matters
relating to Best Western.

QHI's primary business is the operation of an 83-room hotel
property operated under the name Best Western Plus Quail Hollow
Inn.

The Gallagher firm represents Best Western in various matters
unrelated to QHI.

On Nov. 19, 2012, The Helms Law Firm, P.L.C. on behalf of Best
Western filed a Motion to Shorten Time to Assume Executory
Contract.  As a result of Gallagher's conflict in representing QHI
in any matter relating to Best Western, QHI tapped McEvoy Daniels
as special counsel for such representation.

McEvoy Daniels attests it has no connection with the estate's
creditors, or any of their attorneys, or any person employed in
the Office of the United States Trustee, and represents no
interest adverse to QHI.

McEvoy Daniels disclosed it represents Kenneth T. and Carol Dunlap
along with Ted and Christine Dunlap in the litigation brought by
secured creditor Canyon Community Bank (Pima County Superior Court
Case No. C20125918).  The Dunlaps and the Debtors have waived any
conflict arising from the representation of the Dunlaps
individually by Darcy.

McEvoy Daniels' hourly rates for the professionals and
paraprofessionals that will be responsible for the engagement
range from $75 to $275 per hour.  McEvoy Daniels estimates that
the total fees for the engagement will not exceed $5,000 plus
actual out of pocket expenses.

                 About Dunlap Oil and Quail Hollow Inn

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

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

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

The petitions were signed by Theodore Dunlap, president.

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

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.  Counsel to Canyon Community Bank NA are
Jeffrey G. Baxter, Esq., Pat P. Lopez III, Esq., and Rebecca K.
O'Brien, Esq., at Rusing Lopez & Lizardi PLLC.


RAYMOND KELLEY: 8th Cir. BAP Upholds Accord Requiring Turnover
--------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel, Eighth Circuit, affirmed an
Aug. 31, 2012 bankruptcy court order requiring Raymond Kelley and
Karen Patrice Kelley to convey to Centennial Bank real property.
We have jurisdiction over this appeal from the final order of the
bankruptcy court.

The issue on appeal is whether the bankruptcy court erred in its
interpretation of the phrase "abandon the properties to Centennial
Bank," as used in its earlier order and in the Kelleys' confirmed
Chapter 11 plan, to require the Debtors to convey real property to
the Bank.  The Eighth Circuit BAP held that the bankruptcy court
acted within its discretion when it interpreted its order and the
Chapter 11 plan to mean that the Debtors were required to convey
the real property to the Bank.

The Kelleys filed a petition for relief under Chapter 13 of the
United States Code on May 18, 2010.  A few months later, the
Debtors' case was converted to Chapter 11.

The Bank, a long-time creditor of the Debtors with a security
interests in various parcels of the Debtors' real property,
objected to confirmation of the Chapter 11 plan and filed a motion
to dismiss their bankruptcy case.  As part of an Agreed Order, the
Bank agreed to withdraw its motion to dismiss and its objection to
confirmation of the plan provided that, within a certain period of
time, the Debtors file an amended plan incorporating language from
the Agreed Order.  The Agreed Order states that the Debtor and
Centennial will jointly market the Debtors' properties for one
year from the effective date of the Plan.  In the event the
properties do not sell within that period of time, the Debtor will
abandon the properties to Centennial Bank:

     a. 80 acres of land on Friendship Road;
     b. 30 acres of land on Friendship Road;
     c. Mayflower Car Wash, Miller Street, Mayflower, AR;
     d. Vacant lot next to Mayflower Car Wash;
     e. Gold Creek Car Wash, Mayflower, AR;
     f. Vacant lot 639 Hwy. 365, Mayflower, AR

The Debtors filed an amended Chapter 11 plan that incorporates the
required language from the Agreed Order.  The bankruptcy court
confirmed the amended plan.  The Agreed Order and Confirmed Plan
address details regarding the sale of the properties, including
contingencies that could arise, such as disagreement about price.
In addition, the Agreed Order and Confirmed Plan make separate
provisions for times when the Bank may file ex parte motions for
relief from the automatic stay for the Debtors' failure to comply
with their other obligations under the Confirmed Plan, such as
failure by the Debtors to keep tax and insurance on various
properties current.

The one-year period in the Agreed Order and in the Confirmed Plan
expired without a sale of the properties and the Debtors did not
convey the properties to the Bank.  Thereafter, the Bank filed a
"Petition" with the bankruptcy court, seeking an order directing
the Debtors to convey the properties to the Bank. The Debtors
objected to the Bank's Petition.  After a hearing, the bankruptcy
court stated its position on the record and in a written order
dated Aug. 31, 2012, noting that the evidence produced at the
hearing showed that the Debtors had not cooperated with the Bank's
efforts to market and sell the properties and that the properties
had not been sold.  The bankruptcy court interpreted the phrase
"abandon the properties to Centennial Bank" used in the Agreed
Order and in the Confirmed Plan and enforced its Agreed Order and
Confirmed Plan.

The case is Raymond Kelley; Karen Patrice Kelley Debtors-
Appellants v. Centennial Bank Movant-Appellee, No. 12-6050 (8th
Cir. BAP).  A copy of the BAP's Jan. 30, 2013 decision is
available at http://is.gd/wZZqspfrom Leagle.com.


RESIDENTIAL CAPITAL: Completes Sale of Fannie MSRs to Walter
------------------------------------------------------------
Residential Capital, LLC has completed the sale of the
originations and capital markets platform to Walter Investment
Management Corp.  The sale also includes the Fannie Mae mortgage
servicing rights (MSR) portion of ResCap's servicing portfolio,
representing approximately $50.4 billion in unpaid principal
balance (UPB) at August 31, 2012.  The United States Bankruptcy
Court, Southern District of Manhattan had approved the sale of the
assets last November.

"We are pleased to complete the sale of these assets to Walter
Investment Management," said ResCap Chief Executive Officer Thomas
Marano.  "Since the Court's approval of the deal, we have been
working diligently with the executives at Walter, our employees
and Fannie Mae to ensure a smooth transition for homeowners."

The Court-approved sale of ResCap's servicing platform and related
assets to Ocwen Loan Servicing, LLC and the sale of a whole loan
portfolio to Berkshire Hathaway are still pending completion.

Centerview Partners LLC and FTI Consulting are acting as financial
advisors to ResCap.  Morrison & Foerster LLP is acting as legal
advisor to ResCap.  Morrison Cohen LLP is advising ResCap's
independent directors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: 2012 Bonus Program Approved by Judge
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC was given permission by the
bankruptcy judge to pay bonuses in February that were earned in
2012. Last year's bonuses amount to 93.6% of 2011 bonuses, the
company said when seeking court authorization.

According to the report, the top executives and managers,
numbering about 185, already were approved to receive incentive or
retention bonuses, depending on their ranks.  They too would
participate in the 2012 bonus pool of $33.4 million.

The report notes that the almost 200 top managers' and executives'
bonuses would be 70% of 2011 bonuses.  For executives, the bonuses
would represent 58% of total compensation.  For recipients of
retention bonuses, the 2012 bonuses would be one-third of annual
compensation.  For the remaining 2,800 workers, the 2012 bonuses
would equal 8% of annual compensation.

The report also points out that the approval given by the judge
Jan. 29 limits incentive plan payments to $4.3 million and caps
retention-plan payments to no more than $10.7 million.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000 ).


REVSTONE INDUSTRIES: Committee Hiring FTI as Financial Advisors
---------------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
case of Revstone Industries LLC is seeking Court permission to
retain FTI Consulting Inc. as the panel's financial advisors.  The
Committee will appear before the Court Feb. 6 for approval of the
request.

FTI's services include assessment and monitoring of the efforts of
the Debtor and its professional advisors to maximize the value of
its estate and to reorganize successfully.

FTI's engagement agreement with the committee provides that the
firm will be paid a fixed monthly rate of $85,000 and a completion
fee of the greater of $175,000 or an amount derived from a sliding
scale based on recoveries resulting directly from FTI's forensic
work.  The sliding scale is:

     1% of the first $5 million;
     2% of the next $5 million to $20 million; and
     3% of the amounts in excess of $20 million,

plus reimbursement of actual and necessary expenses incurred by
FTI.

The Fixed Completion Fee will be considered earned and payable,
subject to Court approval, upon the earliest to occur of:

     -- confirmation of a chapter 11 plan of reorganization
        or liquidation in the case; or

     -- the sale of substantially all of the Debtor's assets.

FTI's Samuel Star leads the engagement.  Mr. Star attests FTI does
not hold or represent any interest adverse to the estate.

FTI also requires indemnification from the Debtor, the Committee's
paper says.

          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.  In its petition, Revstone estimated under
$50 million in assets and debts.  Revstone is being represented by
Pachulski Stang Ziehi & Jones LLP.  Pachulski replaced Mayer Brown
LLP and Richards, Layton & Finger, P.A.

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.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  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.

An official committee of unsecured creditors has been appointed in
the case.  Womble Carlyle Sandridge & Rice LLP represents the
Committee as counsel.


REVSTONE INDUSTRIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Revstone Industries LLC filed its schedules of assets and
liabilities with the Bankruptcy Court, disclosing:

    Name of Schedule         Total Assets     Total Liabilities
    ----------------         ------------     -----------------
A - Real Property                      $0
B - Personal Property         $29,484,422
C - Property Claimed
    as Exempt
D - Creditors Holding
    Secured Claims                                  $17,284,622
E - Creditors Holding
    Unsecured Priority Claims                          $960,592
F - Creditors Holding Unsecured
    Nonpriority Claims                             $119,969,133
                             ------------     -----------------
                              $29,484,422          $138,214,348

Revstone's assets include claims/counterclaims against Boston
Finance Group LLC, Comvest Capital II L.P., Schoeller Arca Systems
Inc., and Patrick O'Mara, which claims are listed as "unknown".

Wells Fargo Capital Finance LLC in San Francisco, holds the
Schedule D Claim, secued by 100% of the stock in Revstone
Transportation LLC.

          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.  In its petition, Revstone estimated under
$50 million in assets and debts.  Revstone is being represented by
Pachulski Stang Ziehi & Jones LLP.  Pachulski replaced Mayer Brown
LLP and Richards, Layton & Finger, P.A.

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.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  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.

An official committee of unsecured creditors has been appointed in
the case.  Womble Carlyle Sandridge & Rice LLP represents the
Committee as counsel.


REVSTONE INDUSTRIES: 341 Creditors' Meeting Continued to Feb. 14
----------------------------------------------------------------
The U.S. Trustee continued to Feb. 14 the meeting of creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Revstone
Industries LLC.  The meeting will be held at 10:00 a.m., at J.
Caleb Boggs Federal Building, 844 King St., Room 5209, in
Wilmington, Delaware.

          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.  In its petition, Revstone estimated under
$50 million in assets and debts.  Revstone is being represented by
Pachulski Stang Ziehi & Jones LLP.  Pachulski replaced Mayer Brown
LLP and Richards, Layton & Finger, P.A.

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.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  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.

An official committee of unsecured creditors has been appointed in
the case.  Womble Carlyle Sandridge & Rice LLP represents the
Committee as counsel.


RITE AID: Commences Debt Refinancing Transactions
-------------------------------------------------
Rite Aid Corporation on Jan. 31 disclosed that it has commenced a
series of debt refinancing transactions that would extend the
maturity of a portion of Rite Aid's outstanding indebtedness and
lower interest expense.  The refinancing transactions are expected
to include:

-- the amendment and restatement of Rite Aid's existing revolving
credit facility;

-- the refinancing of Rite Aid's $1.039 billion Tranche 2 Term
Loan due 2014 with the proceeds of a new term loan, together with
borrowings under the amended revolving credit facility; and

-- cash tender offers for Rite Aid's $410.0 million aggregate
principal amount of 9.750% Senior Secured Notes due 2016; $470.0
million aggregate principal amount of 10.375% Senior Secured Notes
due 2016; and $180.3 million aggregate principal amount of 6.875%
Senior Debentures due 2013, with the proceeds from new first
and/or second lien term loans, together with borrowings under the
amended revolving credit facility and available cash.

Rite Aid has not yet determined the amount of the amended
revolving credit facility or new term loans.  Rite Aid currently
has signed commitments for a $1.5 billion revolving credit
facility, which are subject to customary terms and conditions.
Rite Aid's results of operations and guidance will likely be
impacted by fees, expenses and charges related to the refinancing
transactions.

As part of the Tender Offers, Rite Aid is soliciting consents for
amendments that would eliminate or modify certain covenants,
events of default and other provisions contained in the indentures
governing the Notes.  Holders who tender their Notes will be
deemed to consent to all of the proposed amendments applicable to
that series and holders may not deliver consents without tendering
their Notes.  The Tender Offers and Consent Solicitations are
being made pursuant to separate Offers to Purchase and Consent
Solicitation Statements, each dated Jan. 31, 2013, and related
Consents and Letters of Transmittal, which more fully set forth
the terms and conditions of the Tender Offers and Consent
Solicitations.

The Tender Offers will expire at midnight, Eastern Time, on
Feb. 28, 2013, unless extended or earlier terminated.  Rite Aid
may extend or terminate one or more of the Tender Offers without
impacting the other Tender Offers.  Under the terms of the Tender
Offers, holders of the Notes who validly tender and do not
withdraw their Notes prior to midnight, Eastern Time, on Feb. 13,
2013 (as such time and date may be extended) and whose Notes are
accepted for purchase, will receive the applicable "Total
Consideration," which is equal to the applicable "Tender Offer
Consideration" plus a consent payment of $30.00 per $1,000
principal amount of tendered Notes.   Holders of Notes who validly
tender their Notes after the Consent Payment Date but on or before
the Expiration Date, and whose Notes are accepted for purchase,
will receive only the applicable Tender Offer Consideration.

Rite Aid reserves the right but is under no obligation, at any
point following the Consent Payment Deadline and before the
Expiration Date, to accept for purchase Notes of one or more of
the series validly tendered and not subsequently withdrawn at or
prior to the Consent Payment Deadline, subject to satisfaction or
waiver of the conditions to the Tender Offers.  In addition to the
Total Consideration or the Tender Offer Consideration, holders
whose Notes are accepted in the Tender Offer will receive accrued
and unpaid interest from and including the most recent interest
payment date, and up to, but excluding, the applicable settlement
date.  Holders of 6.875% Debentures whose tenders are settled
prior to Feb. 15, 2013 will be deemed to have consented to giving
up any claim to the interest payment due on Feb. 15, 2013 that
they might otherwise have as a result of the related interest
payment record date of Feb. 1, 2013, and will receive only the
accrued interest described above.

Rite Aid intends to redeem any 9.750% Notes and 10.375% Notes not
tendered in the Tender Offers and Consent Solicitations.  Rite Aid
intends to satisfy and discharge any 6.875% Debentures that remain
outstanding after the Tender Offer and Consent Solicitation.
Holders of 6.875% Debentures that are satisfied and discharged
will continue to receive regular interest payments and repayment
of their 6.875% Debentures will be made at maturity on Aug. 15,
2013.  In addition, on Jan. 25, 2013, Rite Aid called for
redemption, and will redeem on Feb. 25, 2013, all of its $6.0
million aggregate principal amount of outstanding 9.25% Senior
Notes due 2013.

The Tender Offers and Consent Solicitations are contingent upon
the satisfaction of certain conditions, including, with respect to
the 9.750% Notes and the 10.375% Notes, the condition that Rite
Aid has completed one or more financing transactions resulting in
net proceeds to Rite Aid that are sufficient to pay the Total
Consideration, plus the applicable interest payment described
above, in respect of all of the 9.750% Notes and the 10.375%
Notes.  If any of the conditions are not satisfied or waived, Rite
Aid is not obligated to accept for payment, purchase or pay for,
and may delay the acceptance for payment of, any tendered Notes
and may terminate one or more Tender Offers and Consent
Solicitations.

Requests for documents relating to each Tender Offer and Consent
Solicitation may be directed to Global Bondholder Services Corp.,
the Information Agent, at (866) 804-2200 or (212) 430-3774 (banks
and brokers).  Citigroup will act as Dealer Manager and
Solicitation Agent for each Tender Offer and Consent Solicitation.
Questions regarding each Tender Offer and Consent Solicitation may
be directed to Citigroup at (800) 558-3745 (toll free) or (212)
723-6106 (collect).

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2013,
Moody's Investors Service changed Rite Aid Corporation's outlook
to positive from stable.  All existing ratings including its Caa1
Corporate Family Rating and Speculative Grade Liquidity rating of
SGL-3 are affirmed.


ROBLEX AVIATION: Fails in Second Attempt to Reinstate Chapter 11
----------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied Roblex Aviation Inc.'s
second attempt to have its Chapter 11 case reinstated.  The judge
denied the Debtor's "motion to inform of its intent to file a
motion for reconsideration and Debtor's supplement to its request
for reconsideration"

The Debtor seeks to overturn the opinion and order of Sept. 6,
2012 dismissing the case, and the opinion and order of Nov. 21,
2012 denying reconsideration of the dismissal.

First Bank Puerto Rico, Inc., which sought dismissal of the case
due to bad faith filing, did not file an objection or response to
the second Reconsideration Bid.

According to Judge Tester, the Debtor benefited from bankruptcy
protection and the use of First Bank's cash collateral for the
last two years -- and four bankruptcy cases -- without showing a
real intent of reorganization.  The Debtor was unable to even
propose a plan of reorganization in any of the bankruptcy cases.
The Debtor's actions demonstrate a pattern of inability to abide
by court orders and reflect a lack of good faith.

A copy of the Court's Jan. 30, 2013 Opinion and Order is available
at http://is.gd/11GFIifrom Leagle.com.

                       About Roblex Aviation

Roblex Aviation Inc., in Bayamon, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 12-06341) on Aug. 10, 2012.
Maria Soledad Lozada Figueroa, Esq., at MS Lozada Law Office
serves as the Debtor's counsel.  The Debtor scheduled $5,418,527
in assets and $1,460,383 in liabilities.  The petition was signed
by Roberto E. Rodriguez Amadeo, president.

Roblex Aviation filed Chapter 11 petitions three other times: Case
No. 12-01745 on March 8, 2012; Case No. 12-00951 on Feb. 9, 2012;
and Case No. 11-00055 on Jan. 8, 2011.  In the March and February
petitions, the Debtor estimated under $1 million in both assets
and debts.  Rafael Torres Alicea, Esq., represented the Debtors in
those two filings.  In the 2011 petition, it scheduled $5,418,527
in assets and $1,879,928 in debts.  Jose R. Gonzalez Hernandez Law
Office represented the Debtor in the 2011 case.


ROCMEC MINING: AMF Grants Management Cease Trade Order
------------------------------------------------------
Rocmec Mining Inc. on Jan. 30 disclosed that it has been granted a
management cease trade order by its principal regulator, the
Autorite des marches financiers, and as such, the AMF has accepted
the Corporation's request for such MCTO.  As previously announced
on January 24, 2013 by way of press release, the application for
the MCTO was made by the Corporation in respect to the late filing
of the Corporation's annual financial statements, accompanying
management's discussion and analysis and related CEO and CFO
certifications for the financial year ended September 30, 2012,
which were to be filed at the latest on January 28, 2013.

The MCTO restricts all trading in securities of the Corporation,
whether direct or indirect, by the Chief Executive Officer, the
Chief Financial Officer and the directors of the Corporation until
such time as the 2012 Annual Financial Statements have been filed
by the Corporation.  The MCTO does not affect the ability of
shareholders who are not insiders of the Corporation to trade
their securities.  However, the applicable Canadian securities
regulatory authorities could determine, in their discretion, that
it would be appropriate to issue a general cease trade order
against the Corporation affecting all of the securities of the
Corporation.

As previously announced, the Corporation was not in a position to
timely file the 2012 Annual Financial Statements, primarily as a
result of the time and costs required for auditors in Peru to
complete the audit of the annual financial statements, such audit
being required due to the mining operations conducted by Rocmec
during the financial year ended September 30, 2012 on the Rey
Salomon property located in Peru.

Rocmec's board of directors and its management confirm that they
are working expeditiously to meet Rocmec's obligations relating to
the filing of the 2012 Annual Financial Statements and the
Corporation continues to expect to file the 2012 Annual Financial
Statements on or about February 25, 2013.

The Corporation confirms that it will satisfy the provisions of
the alternative information guidelines under Policy Statement 12-
203 respecting Cease Trade Orders for Continuous Disclosure
Defaults for so long as it remains in default as a result of the
late filing of the 2012 Annual Financial Statements.  During the
period of default, Rocmec will issue bi-weekly default status
reports in the form of further press releases, which will also be
filed on SEDAR.  The Corporation confirms that there are no
insolvency proceedings against it as of the date of this press
release. The Corporation also confirms that there is no other
material information concerning the affairs of the Corporation
that has not been generally disclosed as of the date of this press
release.

Rocmec is active in the exploration and the development of gold
resources in Quebec and Peru.


SAMSON RESOURCES: S&P Cuts 2nd Lien Secured Debt Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
second-lien secured debt ratings on Tulsa, Okla.-based exploration
and production (E&P) company Samson Resources Corp. (Samson) to
'B' (one notch lower than the corporate credit rating) from 'B+'.
S&P simultaneously revised the recovery rating on this debt to
'5', indicating its expectation of modest (10% to 30%) recovery in
the event of a payment default, from '4'.

At the same time, S&P has affirmed its 'B-' rating on Samson's
$2.25 billion senior unsecured notes due 2020.  The recovery
rating on these notes remains '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

The revised recovery rating on Samson's $1 billion second-lien
term loan reflects changes to Samson's reserve values following a
company provided PV-10 report using year-end 2012 reserve values
at S&P's stressed price assumptions of $50 per barrel of West
Texas Intermediate (WTI) crude oil and $3.50 per million British
Thermal Units (BTU) of Henry Hub natural gas.  The revision also
incorporates the divestiture of some of its Bakken assets to
Continental Resources.

The corporate credit rating on Samson reflects its significant
exposure to natural gas prices, aggressive debt leverage, weak
profitability metrics, and its private equity ownership.  The
ratings also reflect the company's relative size and scale, a
favorable cost structure, and some good resource acreage
positions. Standard & Poor's Ratings Services considers Samson's
business risk "weak", its financial risk "aggressive", and its
liquidity "adequate".

RATINGS LIST

Samson Resources Corp.
Corporate credit rating           B+/Stable/--

Rating Lowered; Recovery Rating Revised
                                   To        From
Secon-lien secured debt           B         B+
  Recovery rating                  5         4

Ratings Affirmed
$2.25 bil sr unsecd nts due 2020  B-
Recovery rating                   6


SCHOOL SPECIALTY: Has $50 Million Funding From Bayside
------------------------------------------------------
To facilitate an orderly sale process for School Specialty Inc.,
Bayside Finance LLC, the agent for the prepetition term loan
lenders, is providing the Debtor new borrowing of up to $50
million.

Accordingly, School Specialty and its affiliates seek approval to
obtain postpetition financing consisting of (i) a credit facility
of $50 million of new money funding from Bayside, (ii) a
conversion or roll up- of the $94.7 pre-bankruptcy term loan owed
to Bayside into a post-bankruptcy secured facility, and (iii) a
$175 million revolving credit to subsume the pre-bankruptcy
revolver -- ABL Roll-Up.

Prepetition, the Debtors owed $92 million under a term loan were
Bayside Financial is the agent.  The Debtors also owe
$47.6 million on a secured revolving credit with Wells Fargo
Capital Finance LLC as agent.

The Debtors said that the DIP facilities are the best and only
viable financing options available to the Debtors.

The Debtors said that the Court's approval of the DIP facilities
and the use of cash collateral will enable the Debtors to pursue
approval of the sale of their assets without delay.

The DIP lenders will provide $25 million upon interim approval of
the DIP facility.

The DIP facility will incur interest at LIBOR rate +14% per annum.
The default rate is +3% per annum, calculated on an actual 360 day
basis.  The commitment fee is $1,000,000 and the closing fee is
$500,000.

The DIP facility will mature June 30, 2013.  But the DIP lenders
under the Bayside DIP facility have set milestones, including:

    -- Entry of the bid procedures order on or before Feb. 8,
       2013;

    -- Deadline of submission of bids on or before March 19,
       2013;

    -- Auction date on or before March 25, 2013;

    -- Sale hearing to approve auction results on or before
       March 27, 2013;

    -- Closing date for sale to occur on ore before April 11,
       2013.

The ABL DIP Facility requires an auction before March 29, 2013, a
sale order by March 31, and a closing date by April 15, 2013.

                   Bondholders Battle Bayside

Peg Brickley at Daily Bankruptcy Review reports that Angelo,
Gordon & Co., Lazard Asset Management, Zazove Associates LLC,
Steel Partners Holdings LP and other hedge funds are dueling an
affiliate of H.I.G. Capital for control of School Specialty.

As reported in the Jan. 31, 2013 edition of the TCR, the Steering
Committee of Convertible Noteholders filed an objection to the DIP
financing motion, stating that the DIP package's roll-up
provision, excessive interest and unreasonable milestones are
designed for the sole benefit of the private equity firm.  The
noteholders say that the terms attached to DIP financing would
force the Debtor into an unnecessarily expedited sales process
that would end with Bayside rolling up $95 million in prepetition
debt ahead of other creditors and acquiring the company at a fire-
sale price, according to an objection filed in court.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Proposes KCC as Claims & Notice Agent
-------------------------------------------------------
School Specialty Inc. and its affiliates ask the Bankruptcy Court
to appoint Kurtzman Carson Consultants LLC as claims and noticing
agent to permit KCC to assume full responsibility for the
distribution of notices and maintenance, processing and docketing
of proofs of claim filed in the Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
16,000 entities to be noticed.

The Debtors provided KCC a retainer in the amount of $10,000.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition listed assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Robert Robotti Ceases to Hold Common Shares
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Robert E. Robotti and his affiliates
disclosed that, as of Jan. 22, 2013, they do not beneficially own
any shares of common stock of School Specialty, Inc.  A copy of
the filing is available for free at http://is.gd/u7l4PT

                       About School Specialty

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty filed a Chapter 11 petition (Bank. De. Del. Case
No. 13-10125) on Jan. 28, 2013.  David N. Vander Ploeg signed the
petition as chief financial officer.  The Hon. Kevin J. Carey
presides over the case.  The Debtor is represented by Paul Weiss
Rifkind Wharton & Garrison LLP.  School Specialty's balance sheet
at Oct. 27, 2012, showed $494.52 million in total assets, $394.58
million in total liabilities and $99.93 million in total
shareholders' equity.  School Specialty filed for bankruptcy
protection to facilitate the sale of the Company's assets to an
affiliate of Bayside Capital, Inc.


SCHOOL SPECIALTY: MSD Capital Disposes of 2.8MM Common Shares
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MSD Capital, L.P., and its affiliates
disclosed that, as of Jan. 28, 2013, they do not beneficially own
any shares of common stock of School Specialty, Inc.  During the
past 60 days, the reporting persons disposes of 2.8 million common
shares.  A copy of the filing is available at http://is.gd/mU8sX7

                        About School Specialty

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty filed a Chapter 11 petition (Bank. De. Del. Case
No. 13-10125) on Jan. 28, 2013.  David N. Vander Ploeg signed the
petition as chief financial officer.  The Hon. Kevin J. Carey
presides over the case.  The Debtor is represented by Paul Weiss
Rifkind Wharton & Garrison LLP.  School Specialty's balance sheet
at Oct. 27, 2012, showed $494.52 million in total assets, $394.58
million in total liabilities and $99.93 million in total
shareholders' equity.

School Specialty filed for bankruptcy protection to facilitate the
sale of the Company's assets to an affiliate of Bayside Capital,
Inc.


SINO-FOREST CORP: Implements Plan of Compromise & Reorganization
----------------------------------------------------------------
Sino-Forest Corporation on Jan. 30 disclosed that it has
implemented its previously announced Plan of Compromise and
Reorganization dated December 3, 2012 pursuant to the Companies'
Creditors Arrangement Act (Canada) (the "CCAA") and the Canada
Business Corporations Act (as amended, the "Plan") with an
implementation date of January 30, 2013.  As previously announced,
the Plan was overwhelmingly approved by creditors at a meeting of
affected creditors held on December 3, 2012 and received approval
of the Ontario Superior Court of Justice on December 10, 2012.

Pursuant to the Plan, the Company completed a restructuring
transaction under which, among other things, Sino-Forest
transferred substantially all of its assets, other than certain
excluded assets, to a newly formed entity ("Newco") (and/or a
wholly-owned subsidiary of Newco) owned by the affected creditors
of Sino-Forest in exchange for a release of the claims of affected
creditors against Sino-Forest and its subsidiaries.  The assets
transferred to Newco and/or its wholly-owned subsidiary pursuant
to the restructuring transaction included all of the shares of the
Company's directly owned subsidiaries which own, directly or
indirectly, all of the business operations of the Company.  The
assets transferred to Newco and/or its wholly-owned subsidiary did
not include, among other things, certain litigation claims of the
Company against third parties which were transferred to a
litigation trust (the "Litigation Trust") established pursuant to
the Plan to pursue such claims on behalf of the affected creditors
of the Company and certain other stakeholders, and certain cash
amounts used to fund the Litigation Trust and certain other cash
reserves established under the Plan.  Pursuant to the Plan,
affected creditors with proven claims against the Company received
pro rata distributions of the equity of Newco, certain new notes
issued by Newco and interests in the Litigation Trust.  In
connection with the implementation of the Plan, the court-
appointed Monitor of the Company has issued a Sixteenth Report
concerning the CCAA process and the Plan, which provides
additional details concerning the Plan and Newco (and its wholly-
owned subsidiary) and which is available at the Monitor's website
for the CCAA proceedings at http://cfcanda.fticonsulting.com/sfc

In addition, Sino-Forest ceased to be a reporting issuer in each
of the applicable jurisdictions in Canada by order of the
applicable Canadian securities regulators immediately prior to the
completion of the restructuring transaction.  All of the
outstanding common shares of Sino-Forest will be cancelled for no
consideration on March 4, 2013.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption.  The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


ST TROPEZ: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: St. Tropez Capital, LLC
        11960 Crest Place
        Beverly Hills, CA 90210

Bankruptcy Case No.: 13-12291

Chapter 11 Petition Date: January 28, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Howard S. Levine, Esq.
                  CYPRESS, LLP
                  11111 Santa Monica Blvd.., Suite 500
                  Los Angeles, CA 90025
                  Tel: (424) 901-0146
                  Fax: (424) 750-5100
                  E-mail: howard@cypressllp.com

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

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

A list of the Company's 10 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-12291.pdf

The petition was signed by Edward Gennady Barsky, managing member.


STOCKTON, CA: Can Enter Creditor Deals Without OK, Judge Says
-------------------------------------------------------------
Katy Stech at Daily Bankruptcy Review reports that attorneys who
are steering struggling Stockton, Calif., through bankruptcy got
the power to negotiate deals with creditors with far more secrecy
than the usual bankruptcy case.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

Bloomberg News has noted that Stockton is trying to become the
first American city since the Great Depression to use bankruptcy
to force bondholders to take less than the principal they're owed.
Vallejo, California, exited bankruptcy after persuading lenders to
take less interest and extend repayment.  The Bankruptcy Court in
Sacramento, California, will hold a trial-like hearing in January
over whether Stockton is legally entitled to remain in bankruptcy.


TERRY SCHWINDT: US Trustee Fails to Block Kutner Miller Hiring
--------------------------------------------------------------
Bankruptcy Judge Michael E. Romero authorized Terry Schwindt and
Jett Schwindt to employ Kutner Miller Brinen, P.C. as their
counsel over the objections of the U.S. Trustee.

KMB also servesw as bankruptcy counsel to Eastridge
Transportation, LLC, which is owned and managed by the Schwindts.
The U.S. Trustee contends there are two actual conflicts of
interest creating competition between the estates which would
disqualify KMB as counsel for both debtors: (1) the Schwindts have
unsecured debts which are not joint obligations of Eastridge and
therefore the characterization of $51,867.91 in funding as a loan
or an owner contribution to Eastridge creates competition between
the two estates to see which one will benefit at the expense of
the other; and (2) the Schwindts' oral lease with Eastridge will
create competition between estates with respect to the proper
lease payment amount and term over the course of the lease.

Eastridge, a trucking firm, filed for Chapter 11 relief (Bankr. D.
Colo. Case No. 12-22262) on June 11, 2012.  Eastridge's Schedule F
lists a debt owed to Terry Schwindt for a "[l]oan for operating
expenses" in the amount of $51,867.

In August 2012, Eastridge's lender, LNV Corp., filed a lawsuit
against the Schwindts, seeking recovery on personal guarantees.
LNV purchased three loans made by New Frontier Bank to Eastridge.

The Schwindts filed their Voluntary Chapter 11 Petition (Bankr. D.
Colo. Case No. 12-31418) on Oct. 16, 2012.

Judge Romero said KMB is disinterested and does not hold or
represent an interest adverse to the estate.  The Court also ruled
that the Schwindts are not creditors of Eastridge, there are no
inter-debtor claims between the Schwindts and Eastridge, and no
conflicts of interest between estates exist.

A copy of the Court's Jan. 28, 2013 Order is available at
http://is.gd/wKjyCEfrom Leagle.com.


THQ INC: Court Grants Motion to Approve Sale of Assets
------------------------------------------------------
THQ Inc. announced that the U.S. Bankruptcy Court has granted a
motion to approve a sale of the majority of THQ's assets to
multiple buyers.

The Court approved the sales of three of THQ's owned studios and
games in development, as well as Evolve, a working title under
development at Turtle Rock Studios, Homefront 2, Metro: Last Light
and South Park: The Stick of Truth.  Under the terms of the
agreements with the successful and approved bidders, the THQ
estate will receive approximately $72 million, making the total
estimated value of the estate $100 million including certain
assets and other intellectual properties which were excluded from
the sale.

The Court approved the sale of Relic Studios to Sega Corporation
for $26.6 million; the sale of Volition Inc. and Metro: Last Light
to Koch Media GmbH for $22.3 million and $5.9 million,
respectively; the sale of Homefront 2 to Crytek GmbH for $0.5
million; the sale of Evolve to Take-Two Interactive Software, Inc.
for $10.9 million; and the sale of THQ Montreal and South Park:
The Stick of Truth to Ubisoft LLC for $2.5 million and $3.3
million, respectively. Excluded from the sales were the company's
publishing businesses, Vigil Games, and certain other assets and
intellectual properties, which will remain part of the THQ estate
and will continue in the Chapter 11 process.

Brian Farrell, Chairman and CEO of THQ, noted, "While we had hoped
that the restructuring process would allow the company to remain
intact, I am heartened that the majority of our studios and games
will continue under new ownership.  It has been my pleasure to
work alongside this great group of people, and I am proud of the
imaginative and artistic games that our team has created. Although
we will no longer be able to work together with a unified mission,
I am confident that the talent we have assembled will continue to
make an impression on the video game industry.  For those whose
positions are not likely to continue, I sincerely regret this
outcome and we will be meeting with you over the next few days to
discuss the transition."

Jason Rubin, President of THQ, added, "I was brought in eight
months ago to help turn this ship around, and while I'm
disappointed that we could not effect a sale for the entire
operating business, I am pleased that the new buyers will be
providing jobs to many of our very talented personnel.  When we
first announced the sale process, I said I would be happy if the
company's games and people had a bright future, even if it meant I
did not have a job at the end of it. And I still feel that way."

The new owners have not articulated their plans for the assets, or
their intentions to extend employment to THQ employees included in
the sale.  THQ expects the new owners to extend employment to most
employees and to continue development of the games they purchased
that are currently in development.  The assets that are not
included in the sale agreements will remain part of the Chapter 11
case.  THQ will continue to seek appropriate buyers, if possible.

THQ will continue to employ a small number of headquarters staff
beyond January 25 to assist with the transition.

Qualified bids received by January 22 were reviewed by the company
and the creditors committee.  Through an auction process that
lasted 22 hours, the successful bidders were determined, and the
hearing to approve the sales took place this afternoon.  Ten
bidders participated in the proceedings, including bids for the
entire company as well as for individual assets.  The sales closed
on January 24.

Clearlake Capital Group, L.P., had submitted a "stalking horse"
bid for substantially all of THQ's assets in December 2012.  In
accordance with Section 363 of the U.S. Bankruptcy Code, the Court
supervised an auction to determine the highest and best bid(s) for
the company's assets in accordance with the bid procedures
approved by the Court.  Clearlake will receive a break-up fee of
$1 million, as stated in its stalking horse asset purchase
agreement.

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

                            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.


UNIFRAX I: Mood's Affirms 'Caa1' Rating on New Sr. Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service affirmed Unifrax I LLC's B2 Corporate
Family Rating, affirmed the Caa1 rating on its proposed senior
unsecured notes, and adjusted the rating on its proposed first
lien senior secured credit facilities to B1 from Ba3. The
adjustment reflects an announced change in the structure of the
company's proposed recapitalization transaction that results in
more first lien debt and less senior unsecured debt than
contemplated originally. The rating outlook is stable.

"The proposed revisions are modestly positive to the company's
overall credit profile, but increased leverage through the first
lien level prompted a one notch reduction in the ratings on the
bank debt,' said Ben Nelson, Moody's lead analyst for Unifrax.

The transaction increases total debt by USD20 million, but this
will not cause any meaningful deterioration in Unifrax's credit
profile. Moody's also anticipates a net reduction in cash interest
of at least a few million dollars per year due to the change in
debt mix and better expected pricing across all debt instruments,
though the transaction has not yet closed. Unifrax plans to
increase its proposed senior secured term loans to USD465 million
from USD400 million and reduce its proposed unsecured notes
issuance to USD205 million from USD250 million. Moody's expect
that much of the proceeds from the incremental USD20 million in
debt will be help reduce outstanding revolver borrowings or be
held as cash on the balance sheet for general corporate purposes.

Ratings action:

Issuer: Unifrax I LLC

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Proposed First Lien Senior Secured Credit Facilities, Adjusted to
B1 (LGD3 33%) from Ba3 (LGD2 28%)

Proposed Senior Unsecured Notes, Affirmed Caa1 (LGD5 86%, revised
from 83%)

Outlook, Stable

The B2 ratings on the existing senior secured credit facilities
will be withdrawn following the completion of the proposed
transactions and full repayment of these obligations. The ratings
are subject to Moody's review of the final terms and conditions of
the proposed transactions.

Ratings Rationale

The B2 CFR is constrained by modest size, a narrow product line of
ceramic fiber products, and exposure to cyclical automotive and
industrial end markets. The rating acknowledges cyclical end
market characteristics and incorporates some tolerance for
variation in earnings, but incorporates expectations for
relatively stable profit margins through economic cycles. The
rating benefits from high margins, strong market positions, broad
customer base, and operational and geographic diversity. Good
liquidity also supports the rating.

The stable rating outlook anticipates improved free cash flow and
that the company will maintain a good liquidity position. Moody's
could downgrade the rating with adverse developments with respect
to the company's operations or end markets, expectations for
leverage sustained above 5 times, marginal or negative free cash
flow generation, or deterioration in the company's liquidity
position. Conversely, Moody's could upgrade the rating with
expectations for leverage below 4 times and retained cash flow to
debt above 10% on a sustained basis. An upgrade likely would
require a commitment to more conservative financial policies.

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

Unifrax I LLC produces heat-resistant ceramic fiber products for a
variety of industrial applications. Private equity firm American
Securities acquired the company in a secondary leveraged buyout
transaction from private equity firm AEA Investors in late 2011.
Headquartered in Niagara Falls, New York, the company generated
revenues of approximately USD431 million for the twelve months
ended September 30, 2012.


UNIFRAX HOLDING: S&P Cuts Rating on New Sr. Secured Debt to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Unifrax Holding Co.'s proposed senior secured debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default, from '1' (90% to
100% recovery expectation).  S&P lowered its issue-level rating on
this debt to 'B+' (one notch higher than the corporate credit
rating) from 'BB-', in accordance with its notching criteria for a
'2' recovery rating.  S&P's view is that the larger size of this
debt class reduces recovery prospects in the event of a default.

The rating revisions follow Unifrax's upsizing of its proposed
senior secured term loan due 2018 by $65 million, bringing the
aggregate senior secured facility amount to $515 million.  The
company reduced the proposed senior unsecured notes due 2019 by
$45 million to $205 million.  The issue-level rating on the senior
unsecured notes remains at 'B-' (one notch lower than the
corporate credit rating) with a recovery rating of '5', indicating
S&P's expectation of expectation of modest (10%-30%) recovery in a
payment default scenario.  The 'B' corporate credit rating and
stable outlook remain unchanged.

RATINGS LIST

Unifrax Holding Co.
Corporate Credit Rating          B/Stable/--

Rating Lowered; Recovery Rating Revised
                                  To             From
Unifrax I LLC
Senior secured
  $515 mil sr secd credit fac     B+             BB-
   Recovery rating                2              1

Ratings Remain Unchanged

Unifrax I LLC
Senior unsecured
  $205 million notes due 2019     B-
   Recovery rating                5


UTSTARCOM HOLDINGS: General Shareholders Meeting Set for March 21
-----------------------------------------------------------------
UTStarcom Holdings Corp. will hold an extraordinary general
meeting of its shareholders on Thursday, March 21, 2013, at 1:00
p.m., Beijing time, to seek approval for a previously announced
3-for-1 reverse share split.  UTStarcom's Board of Directors
believes that implementing a reverse share split is likely to
improve the marketability and liquidity of UTStarcom's ordinary
shares.

The meeting will be held at UTStarcom's offices located at Room
303, Building H, Phoenix Place, No. A5 Shuguangxili, Chaoyang
District, Beijing, P.R. China, 100028.  Shareholders of record as
of the close of business on Feb. 5, 2013, are entitled to notice
of and vote at the EGM.  If approved, the reverse share split will
become effective immediately upon approval by the Company's
shareholders.  Upon becoming effective, every three outstanding
and authorized ordinary shares of UTStarcom as of the effective
date will be automatically combined into one issued and
outstanding ordinary share.

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VECTOR GROUP: Moody's Affirms B2 CFR, Rates USD375MM Notes Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Vector Group
Ltd. proposed offering of USD375 million in senior secured (2nd
lien) notes 2021. Moody's also affirmed the company's B2 Corporate
Family Rating and B2-PD Probability of Default Rating. The change
to a stable outlook reflects Moody's expectation that credit
metrics, including interest coverage and debt-to-EBITDA, will
modestly improve over the next 12 to 18 months and the company's
liquidity profile will continue to remain strong.

Ratings of the existing senior secured notes will be withdrawn
upon successful completion of the tender offer.

Proceeds from the proposed offering combined with funds provided
by the company's November issuance of USD230 million subordinated
convertible notes (unrated) will be used to refinance existing
debt and to invest in existing and new real estate investments
through its wholly owned subsidiary, New Valley LLC. Vector
recently announced Douglas Elliman, its 50% investee, terminated
its franchise agreement with Prudential Real Estate. Douglas
Elliman will be required to redeem the approximately 20% equity
interest that Prudential owns. As a result of this transaction,
Vector will hold a majority ownership of Douglas Elliman. Although
the company's real estate activities provide an important source
of earnings and cash flow diversification, the variability and
inconsistency in its performance as compared to Vector's tobacco
operations is an ongoing credit risk. In addition, the senior
secured notes do not benefit from a guarantee from these
unrestricted subsidiaries.

The stable outlook for Vector reflects Moody's expectation that
despite the holding company's relatively high leverage, Moody's
expects the company to generate strong cash flow from operations
and from investments, maintain high cash balances and continue to
prudently manage its real estate portfolio.

Despite the growing reliance on the real estate investments to
service the holding company debt obligations and dividend,
Vector's significant cash holdings (USD217 million at September
30th plus proceeds from recent offerings) and highly profitable
tobacco operations support its good liquidity profile.
Notwithstanding, the strong liquidity and cash flow, Vector
maintains a dividend payout that is significantly in excess of its
cash flow from operations and is reliant on its ability to
monetize its real estate investments in order to support its
financial policies. Absent a sizable asset disposition, Moody's
expects free cash flow to remain negative over the next 12 to 18
months.

The following ratings of Vector have been assigned:

- USD375 million of senior secured notes due 2021 at Ba3 (LGD2,
   27%)

The following ratings of Vector have been affirmed:

- Corporate Family Rating of B2;

- Probability of Default Rating of B2-PD;

- Speculative Grade Liquidity Rating of SGL-2

The following ratings of Vector will be withdrawn upon successful
closing of the notes offering:

- USD415 million senior secured notes due 2015 at Ba3 (LGD2,
   27%)

The rating outlook is stable.

Ratings Rationale

Vector's B2 Corporate Family Rating reflects its relatively small
scale and more limited pricing flexibility as a deep discount
manufacturer in the highly regulated and declining domestic
cigarette industry. The ratings are also constrained by Vector's
high leverage, negative free cash flow, and the ongoing threat of
adverse tobacco litigation. Vector's ratings are supported by its
sustainable MSA cost advantage, its track record of gaining share
in the retail distribution channel and good profitability metrics.
Vector's real estate investments are conservatively managed and
provide an additional, albeit potentially volatile, source of
earnings diversification and cash flow with modest capital
requirements. The company's increasing reliance on payments from
its various non-guarantor and unrestricted real estate investments
is a growing risk given the increased leverage at the holding
company to fund real estate investments. Vector's rating is
supported a good liquidity profile but is highly reliant on
maintaining significant cash balances to offset its very high
dividend payments, annual MSA payments and negative free cash flow
of the consolidated entity.

To upgrade Vector's ratings, litigation risk would need to further
diminish and the company's profitability and credit metrics would
need to improve with no adverse impact on volume growth and/or
market share. An upgrade would require EBITA margins to be
sustained above 30%, debt-to-EBITDA to remain below 4.0 times and
sustained positive free cash flow after dividends.

Any unexpected material increase in litigation risk or decline in
free cash flow could result in a ratings downgrade. Vector's
ratings could also be downgraded if pricing flexibility trends,
anti-tobacco legislation and growth prospects for the discount
cigarette industry are adversely impacted resulting in a decline
in credit metrics including EBITA margins below 20% or debt-to-
EBITDA sustained above 5.0 times.

The principal methodology used in this rating was the Global
Tobacco published in November 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.

Vector Group Ltd. is a holding company with subsidiaries engaged
in domestic cigarettes manufacturing, real estate development and
brokerage. Vector's revenues during the twelve months ended
September 30, 2012 were approximately USD580 million (net of
excise taxes of USD520 million).


VECTOR GROUP: S&P Assigns 'B+' Rating to Senior Notes Due 2021
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
secured debt rating to Miami, Fla.-based Vector Group Ltd.'s
proposed senior notes due 2021.  At the same time, S&P is
assigning a recovery rating of '2', indicating its expectation for
substantial (70% to 90%) recovery for noteholders in the event of
a payment default.

The 'B' corporate credit rating on Vector Group remains unchanged.
The outlook is stable.

Proceeds from the proposed refinancing, in addition to some cash
on hand, will be used to repay the company's existing $415 million
of senior debt due 2015 (the company has launched a cash tender
offer for all of its outstanding 11% senior secured notes),
inclusive of fees and the redemption premium.  S&P do not foresee
a material change in key credit protection measures following the
transaction.  Cash on hand totaled approximately $436.3 million as
of Sept. 30, 2012, pro forma for the November 2012 issuance of
$230 million of convertible notes due 2019, but prior to the
company making its Master Settlement Agreement payment in December
2012.  Specifically, S&P forecasts total debt to EBITDA to be in
the low-5x area and funds from operations to total debt between 8%
and 9% by the end of 2013.  Vector Group's leverage remains
consistent with S&P's indicative ratio of total debt to EBITDA
above 5.0x and FFO to total debt below 12%, reflecting a "highly
leveraged" financial risk profile.

The ratings on Miami-based tobacco and real estate company Vector
Group reflect Standard & Poor's opinion that the company will
continue to maintain a "highly leveraged" financial risk profile
as a result of its relatively high debt and its aggressive
financial policy.  S&P continues to view the company's business
risk profile as "weak," reflecting its participation in the
intensely competitive discount segment within the declining
cigarette industry, significant litigation risk inherent to U.S.
tobacco manufacturers, and lack of geographic diversification.

RATINGS LIST
Vector Group Ltd.
Corporate credit rating              B/Stable/--

New Ratings
Proposed senior notes due 2021       B+
  Recovery rating                     2


VELATEL GLOBAL: Ironridge to Resell 32-Mil. of Series A Shares
--------------------------------------------------------------
Velatel Global Communications, Inc., filed a Form S-1 registration
statement with the U.S. Securities and Exchange Commission
relating to the resale of up to 32,000,000 Series A common shares,
par value $0.001 per Series A common share of the Company issuable
upon conversion of Series B preferred shares by Ironridge
Technology Co., a division of Ironridge Global IV, Ltd.

The Company will not receive any proceeds from the resale of the
Series A common shares by Selling Stockholder.

The Company's Series A common shares are quoted on the OTC LinkTM
quotation platform of OTC Markets Group, Inc. under the symbol
VELA.QB.  The liquidity of the Company's Series A common shares is
restricted as our Series A common shares fall within the
definition of a penny stock.

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

                        http://is.gd/XiX8VN

                        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.


WARNER SPRINGS: Wants Plan Exclusivity Until May 31
---------------------------------------------------
Warner Springs Ranchowners Association asks the Bankruptcy Court
to extend for a second time its exclusive periods to propose a
plan and solicit acceptances of that plan until May 31, 2013, and
July 31, 2013, respectively.

The Debtor says that its bankruptcy case involves the sale of the
Warner Springs Ranch that is co-owned by the Debtor and over 1,200
other individuals and entities.  As a result, its case presents
complexities that are not typically present in a Chapter 11
bankruptcy case.

Since the granting of the first extension of the Debtor's
exclusive periods, it has made significant and noteworthy progress
in its Chapter 11 case and has expeditiously moved to set up the
Section 363(h) adversary case for final resolution, by default,
stipulation and trial, if necessary.  On May 4, 2012, the Debtor
commenced Adversary Proceeding No. 12-90153 in order to obtain
authority to sell the entire ranch, including the interests of the
UDI owners.

In connection the potential sale of the Warner Springs Ranch, the
Debtor says it has recently accepted an offer to purchase the
Ranch after several months of marketing.  In order to complete the
lengthy process of selling the Ranch, the proceeds of which will
be used as the basis of its plan of reorganization, it needs
additional time to focus on completing the sale without spending
time and resources on preparation of a plan or defending against
competing plans.  The sale of the Ranch will not be consummated
until after expiration of a 90-day due diligence period, which
will expire in early March 2013.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor currently holds 2,106 undivided tenancy-in-common fee
interests ("UDIs") in the property.

The Debtor has entered into a listing agreement with CB Richard
Ellis as its broker to assis with the marketing and sale of the
Ranch, which has beenn approved by the court.  The Debtor accepted
a stalking horse bid on Nov. 14, 2012.  Currently, the Debtor is
in the process of preparing the bid procedures, the aset purchase
agreement, and other related sale documents to present to the
Court for consideration.




WELCH ENTERPRISES: Section 341(a) Meeting Scheduled for Feb. 19
---------------------------------------------------------------
The U.S. Trustee will hold a first meeting of creditors in the
bankruptcy case of Welch Enterprises, LLC, on Feb. 19, 2013, 2:00
p.m. at Meeting Room, 182 St. Francis Street, Mobile, AL 36602.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama, on Jan. 25, 2013.  The Debtor
disclosed $13.3 million in assets and $1.41 million in
liabilities in its schedules.  Barry A. Friedman, Esq., at Barry
A. Friedman & Associates, PC, serves as counsel to the Debtor.
The petition was signed by Jeremy C. Welch as member.


XINERGY CORP: S&P Cuts CCR to CCC, Secured Notes Rating to CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Xinergy to 'CCC' from 'CCC+'.  S&P lowered its
issue-level rating on the company's senior secured notes to 'CCC-'
from 'CCC'.  The '5' recovery rating indicates S&P's expectation
for modest (10% to 30%) recovery in the event of a payment default
under its scenario.  All ratings remain on CreditWatch, where they
were placed with negative implications on Oct. 19, 2012.

"The downgrade and CreditWatch listing reflect our view that the
company faces the rising potential for a liquidity shortfall over
the next year--given our expectation for negative funds from
operation in 2013 and capital expenditures relating to the build
out of its newer West Virginia metallurgical (met) coal mine,"
said Standard & Poor's credit analyst Gayle M. Bowerman.  We
believe that anemic demand for thermal coal will continue over the
next several quarters and that near-term conditions in the
domestic met coal market will remain unfavorable due to weakness
in the global steel industry.

"We currently assess Xinergy's liquidity position as "less than
adequate".  As of Sept. 30, 2012, the company had $46 million in
cash, and obtained a $20 million senior secured term loan
commitment in October 2012, which is payable in two equal
installments.  Fiscal quarter and year end Dec. 31, 2012, numbers
have not been released.  Uses of cash include our estimate for a
$20 million to $40 million funds from operation deficit in 2013
and perhaps $20 million of capital expenditures.  In our view,
liquidity could become particularly tight in the middle of the
year, before the newer West Virginia met mine is fully
operational.  Xinergy is subject to incurrence covenants under its
bond indenture," S&P added.

The corporate credit rating on Xinergy also reflects what Standard
& Poor's considers to be the combination of the company's "highly
leveraged" financial risk and "vulnerable" business risk,
characterized by the company's small size, unprofitable
operations, and high debt burden.  S&P expects operating
conditions to remain difficult for all domestic coal miners this
year.  In S&P's opinion, Xinergy faces the additional challenge of
operating in the Central Appalachian region, which is becoming
increasingly expensive and difficult to mine because of mature,
thinning seams and stringent permitting and safety regulations
that contribute to escalating costs.

S&P expects to resolve its ratings and remove them from
CreditWatch within the next several weeks.

S&P could affirm its ratings and remove them from CreditWatch if
Xinergy bolsters its liquidity position in the near term.  This
could occur through a combination of new debt commitments, equity
or hybrid capital sources, and/or asset dispositions.  This
scenario would also have to assume that Xinergy's newer West
Virginia met coal mine was on track to become fully operational
and cash flow positive toward the end of the year.

S&P could lower its ratings one notch if the company does not
obtain additional capital, thereby heightening the risk of a
nearer term liquidity event.  S&P could also lower its rating to
'CC' if the company announced an exchange offer or similar
restructuring, which S&P would classify as distressed.


* S&P Revises Ratings on 3 Exploration & Production Companies
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery and issue-
level ratings on three speculative-grade U.S.-based Exploration &
Production (E&P) companies: Berry Petroleum Co., PetroQuest Energy
Inc., and Penn Virginia Corp.  The changes come after Standard &
Poor's revised its recovery criteria and recovery price deck for
speculative-grade E&P companies on Sept. 14, 2012.

Standard & Poor's uses the recovery price deck to value the
reserves and consequently, determine the recovery expectations on
the debt of E&P companies.  The revised recovery price deck
assumptions are $50 per barrel of WTI crude oil (up from $45),
$3.5 per million Btu of Henry Hub natural gas (down from $4), and
a 55% natural gas liquids to WTI ratio.

RATINGS LIST*

Berry Petroleum Co.

  Corporate Credit Rating             BB-/Stable/--

Upgraded
                                      To        From
  Senior unsecured issue rating       BB-       B+
  Senior unsecured recovery rating    3         5

PetroQuest Energy Inc.

  Corporate Credit Rating             B/Stable/--

Upgraded
                                      To        From
  Senior unsecured issue rating       B+        B
  Senior unsecured recovery rating    2         3

Penn Virginia Corp.

Corporate Credit Rating              B/Positive/--

Downgraded
                                      To        From
Senior unsecured issue rating        B-        B
Senior unsecured recovery rating     5         4

* This list does not include previously published issue-level and
  recovery rating changes from applying the revised E&P recovery
  criteria.


* Fitch Says U.S. Non-bank Financial Retail Bond Volumes to Rise
----------------------------------------------------------------
Some non-bank financial companies have begun to rely more heavily
on long-dated, unsecured retail notes as a critical source of
funding, and issuance volumes are likely to rise again in 2013,
according to Fitch Ratings.

"Retail notes, targeted specifically at yield-hungry small
investors, are marketed with lower face values (often as low as
$25) and offer a coupon premium on bonds with maturities that can
be 30 years or more. Despite the higher coupons, we believe that
many U.S. nonbank financial firms, including business development
companies (BDCs), broker-dealers, and traditional asset managers,
will continue to tap retail bonds as a source of ample unsecured
financing that may prove to be a good alternative to variable
rate, short-term funding in a rising rate environment," Fitch
says.

"BDCs, including Pennant Park, Solar Capital, and Fifth Street,
have issued retail notes over the past few months with coupons
generally in the 5.75%-6.75% range. Among broker-dealers issuing
retail bonds last year were Stifel Financial and Raymond James.

"In all, nonbank financials issued approximately $1.5 billion of
retail notes in 2012. Assuming a continuation of the low-rate
environment through 2013, we expect issuance levels to approach or
exceed that amount this year. For many of the smaller BDCs, this
appears to be a good way to ensure liquidity in an inaugural bond
offering.

"Retail notes provide a source of funding diversification for
nonbank issuers, extending maturities and lowering refinancing
risk while offering an important source of unsecured funding for
many 'BBB' category financials that want an alternative to secured
revolvers and the need to encumber assets. In some cases, larger
issuers with higher ratings may also look to retail note issuance
if pricing and/or tenors are very attractive. This week's offering
of 30- and 40-year retail bonds by GE Capital, with coupon rates
under 5%, serves as an example.

"Funding flexibility of financial issuers relying heavily on the
retail bond market could weaken if small investors incur losses in
a rising rate scenario. Investors clearly face elevated duration
risk, and issuers could potentially confront market access
challenges if liquidity in the retail bond market dries up. This
in turn could restrict growth opportunities for some financial
issuers if funding sources are more constrained in the future.
Still, on balance, we believe the reduction of refinancing risk
for issuers -- resulting from the long tenor of the bonds --
contributes to a more stable long-term funding profile."


* Moody's Sees Strong Global ACBP Performance in 2013
-----------------------------------------------------
The credit quality of US and Canadian asset-backed commercial
paper will be stable and strong, respectively, in 2013, while bank
and sovereign risk will remain a critical issue for European ABCP
programs, says Moody's. Regulatory uncertainty will remain an
issue in both the US and Europe, and issuance will grow little, if
at all, in 2013.

The new report, titled "Global ABCP Outlook", is now available on
Moody's website.

In Moody's view, the credit outlook for ABCP in the US is stable,
primarily because of the credit quality of the bank program
sponsors and support providers. Asset credit quality is currently
less of a concern as transaction credit enhancement, liquidity
support and program credit enhancement strongly mitigate any
potential risk.

The outlook for the credit quality of Canadian ABCP programs is
strong, for two reasons: the robust credit quality of the funded
assets and the stable credit quality of the banks providing
liquidity support. The credit quality of new transactions will be
of the same high investment-grade quality as that of existing
transactions.

In Europe, bank risk will remain a critical issue for ABCP
programs, which will be vulnerable to further reductions in
government support for sponsoring banks with exposures to weaker
euro area economies. Sovereign risk will have a negative impact on
both bank sponsors and assets domiciled in weaker jurisdictions.
However, few program transactions have exposures to peripheral
countries, and program sponsors may elect to fully support any
further transaction additions secured on assets from these
jurisdictions.

Moody's notes that, the regulatory environment in the US remains
in flux. The ABCP market has weathered the increase in costs
resulting from changing capital and liquidity charges and has
benefitted from delays or reprieves or found workarounds to
address some of the new rules or changes before they took effect.
While unresolved issues remain, none will be problematic in 2013.
However, uncertainty is likely to be a drag on issuance volume.

In Europe, ongoing regulatory changes will have the greatest
impact on bank sponsors. New EU regulations could increase the
costs of supporting or operating programs, and banks may find
achieving the liquidity coverage ratio a challenge in a stressed
market. Still, banks have reportedly already started preparing for
a number of these regulatory changes, the effects of which are
partly evident in the consolidation of bank-sponsored conduits and
the withdrawal of a number of programs from the market altogether.

Moody's believes that ABCP issuance in the US could stabilize in
2013, albeit below current levels, following the long decline that
began in 2007. Several sponsors expanded their programs in 2012
and new business from banks active in the market will offset any
declines.

Issuance in Canada will remain about the same in 2013 as in 2012,
because the increase in new transactions will offset the
termination and amortization of older ones.

Issuance in Europe will be lower, constrained by (1) regulatory
issues, (2) a lack of borrower demand, and (3) program
terminations, as well as the consolidation of bank-sponsored
programs. However, the significant refinancing needs of non-
investment grade corporates could support issuance.


* Moody's Notes Improvement in Non-Financial Corporate Sectors
--------------------------------------------------------------
The fourth quarter of 2012 saw a slight improvement in the overall
outlook for global non-financial corporate sectors, despite
continued economic weakness in Europe and a slowing of the US
recovery, Moody's Investors Services says in a new report,
"Resilient US Household Spending Supports Number of Global
Corporate Sectors."

Most sectors continued to have stable outlooks through the
quarter, and there was a small uptick in positive outlooks.

"We changed the industry outlooks for just five sectors globally
during the final quarter of 2012," says Managing Director and
author of the report, Mark Gray. "The percentage of sectors with
stable business conditions remained virtually unchanged at 65%,
while positive outlooks gained slightly."

Moody's industry outlooks reflect the rating agency's view of
fundamental business conditions for an industry over the coming 12
to 18 months.

While negative industry outlooks continue to outnumber positive
ones, at 22% compared with 14%, positive outlooks were up 4%
during the fourth quarter of 2012 compared with a year earlier,
Gray says. In particular, steadier US housing demand has boosted
consumer industries, including Consumer Durables and Consumer
Products.

"We changed our outlook for the Consumer Durables sector to
positive from stable in part because stronger residential
construction and home sales will lift sales of white goods and
other household products," Mr. Gray says. "And while middle-income
earners will remain cautious for some months yet, we also expect
spending on discretionary products to gradually increase."

Moody's newly positive outlook for the Consumer Products sector
reflects expected growth in operating income for the makers of
household, personal care and non-durable goods, particularly those
most exposed to the fast-growing Latin American and Asian emerging
markets.

In the energy sector, capacity rationalization will benefit the
Refining and Marketing industry, which changed to stable from
negative during 2012's final quarter. US growth will help offset
weakness in Europe, led by growing demand for distillates.

During the fourth quarter of 2012, the only outlook that moved to
negative from stable was that for the Global Chemicals industry.
"Weak economic conditions in Europe and slow growth in the US will
have a meaningful negative impact on the big European chemicals
producers, and cause prices to soften in other regions as well,"
Mr. Gray says. The Chemical's industry's growth in the developing
markets will not fully offset its weakness in Europe, he adds.


* Record-Low Interest on Junk Debt Very Dangerous
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to David Tawil, co-founder of Maglan
Capital LP, the record-low interest rates on junk-rated corporate
debt are "very dangerous" and "cannot continue forever".

The Barclays U.S. High-Yield Index for all junk debt touched a
record-low yield of 5.61% on Jan. 24, Barclays Plc said.  Four
days later, Barclays's index for lower junk-rated companies
dropped to a record of 7.87% for issues with ratings of about Caa
from Moody's Investors Service and CCC from Standard & Poor's.
The yields represent the lowest since London-based
Barclays began the indexes in 1983.

"Some of the refinancing deals getting done now are starting to
get laughable, in the sense of the credit quality of the borrower
and the low interest rates," Mr. Tawil said in an interview. "The
government has incentivized lenders to lend to unworthy
borrowers," and even for credit-worthy companies, "rates are
unjustifiably low," he said.

HD Supply Inc., the wholesale-supply business once owned by Home
Depot Inc., is an example of a low-rated company benefiting from
rock-bottom rates.

On Jan. 29, Atlanta-based HD was selling $1.28 billion in senior
unsecured notes in a private placement rated CCC+ by Standard &
Poor's.  The new debt was expected to yield about 7.375%.
Proceeds will be used to refinance existing debt.  While companies
gain, "the government has left the unemployed out in the cold
during this free-money fest," Mr. Tawil said.


* Canadian Personal Bankruptcy Filings Continue to Decline
----------------------------------------------------------
For the one-year period ending September 30, 2012, total consumer
insolvencies have decreased yet again for an overall reduction of
5.2%.  Bankruptcy filings in Canada have continued to decline at a
rate of 10.7%, while consumer proposals (i) were on the rise again
for a total of 4.7%, according to data recently released by the
Office of the Superintendent of Bankruptcy (OSB).

The OSB is reporting the most significant reductions in personal
bankruptcy rates across the provinces in Newfoundland (-21.0%),
Prince Edward Island (-20.9%), Manitoba and Saskatchewan (-20.5%)
and Alberta (-17.2%).  Consumer proposal filings were most
drastically increased in Prince Edward Island (+77.5%), New
Brunswick (+49.4%), and British Columbia (+22.4%).  New Brunswick
was the only province recording an overall rise in consumer
insolvencies (both bankruptcy and proposal filings) for the time
period.  It bears noting that proposal filings well exceed the
number of bankruptcy filings in the province, indicating that more
consumers are opting to pay back debts than filing for bankruptcy.

Will the Trend Continue?

In regard to the Canadian Economy, Craig Wright, senior vice-
president and chief economist at RBC Economics stated, "The slower
pace of debt accumulation is a step in the right direction,
although it has been tempered by the fact that the pace of
personal income growth has been lackluster to date."  He added,
"Tightening labor market conditions and stronger wage increases
may act to remedy this situation soon, paving the way for an
eventual leveling off in the debt-to-income ratio."

David Smith, Trustee in Bankruptcy and Co-Founder of Personal
Bankruptcy Canada, adds, "Banks and the governments are again
recognizing the overall problem of record levels of consumer debt.
Simply put -- the issue of record debt cannot be solved simply by
hoping things get better.  Canadians suffering with debt problems
should continue to talk to Trustees and understand the legal
options available to truly solve the record debt problem they are
facing."

For additional information about Canada personal bankruptcy and
consumer proposals, visit http://www.PersonalBankruptcyCanada.ca

(i) Consumer proposals are court-approved debt repayment
arrangements allowed for by a provision in the Bankruptcy and
Insolvency Act.

                 About Personal Bankruptcy Canada

Personal Bankruptcy Canada is a leading resource for Canadian debt
and bankruptcy information.  Its national network of independent
professional trustees in bankruptcy, located throughout the
Canadian provinces and territories, are dedicated to helping
Canadians overcome and resolve debt and financial problems.


* Consumers Union Renews Call for Debt Collection Reforms
---------------------------------------------------------
Consumers Union, the public policy and advocacy arm of Consumer
Reports, called on federal regulators on Jan. 30 to protect
vulnerable consumers from abusive debt collection practices.  The
consumer group renewed its push for reforms just as the Federal
Trade Commission issued a report showing that debt collectors
don't verify alleged debts in half of the cases studied.

"Too often, consumers are harassed about debts that have already
been paid off or that they never owed in the first place," said
Suzanne Martindale, staff attorney for Consumers Union.
"[Wednes] day's report shows that debt buyers often target
consumers even though they can't prove that the debts are
legitimate.  It's time to enact some common sense reforms that
protect consumers from these unfair debt collection practices."

The FTC analyzed over 5,000 portfolios of consumer debt involving
nearly 90 million consumers owing an estimated $143 billion.  The
study covered nine of the nation's largest debt buyers, which make
up more than 75 percent of the industry.  The FTC found that
consumers disputed an estimated one million debts each year but
that debt buyers only verified 500,000 of those disputed debts.

Consumers Union's 2011 report issued with the East Bay Community
Law Center detailed how debt collectors are filing an increasing
number of lawsuits against consumers even though often they don't
have proof to back up their claims.  Without the proper
documentation, debt collectors may sue on invalid debts, such as
those that have been paid already.  The problem is made worse when
consumers don't receive timely notice that they have been sued on
the debt or when the debt is so old that the consumer does not
have good records to show whether the debt is owed or the amount
claimed is correct.

To address widespread debt collection and debt buying abuses,
Consumers Union has urged state and federal regulators to enact a
number of reforms, including:

-- End robo-signing and attempts to collect without proper
documentation: Debt collectors should be required to document that
they are attempting to collect from the right person, for the
right amount, and on a debt that they can lawfully recover.

-- Establish a sell by date for all debt: It should be illegal to
sell or attempt to collect debt that is more than seven years old,
which is too old to be reported on a credit report under the
federal Fair Credit Reporting Act.

-- Require debt collectors to provide more information to
consumers: All debt collectors, including debt buyers, should be
required to identify the name of the original creditor and to
provide an itemized record of the total principal, interest, fees,
and other charges that have been added to the debt, and to provide
detailed records about the debt to consumers within five days
after the first notification.

-- Require debt collectors to submit more detailed information
when filing suit: Debt collectors should be required to submit
basic information about the debt, including the name of the
original creditor and an itemized record of the total principal,
interest, fees, and other charges that have been added to the
debt, when they sue over a debt, so that the consumer can see if
it is his or her debt, and in the right amount.

-- Increase oversight to ensure consumers are properly notified of
lawsuits: Courts should be required to provide supplemental notice
of all filed debt collection lawsuits to debtors and default
judgments should be prohibited if the notice is returned to the
court as undeliverable.

In February 2012, the Federal Trade Commission reported that it
handled over 180,000 consumer complaints about debt collectors in
2011, more than any other industry.


* Debtwire Releases Distressed Debt Market Outlook Survey
---------------------------------------------------------
Debtwire, in association with Bingham McCutchen LLP and Macquarie
Capital, on Jan. 30 announced the findings of the eighth annual
North American Distressed Debt Market Outlook survey.  The
survey's findings show that investors have become accustomed to
operating in an environment with low rates of default.  This is
also expected to be the status quo for 2013.

Money managers have been forced to reassess strategy and
expectation.  The lack of opportunity over the past months for
distressed-focused funds and those likely to take on event-driven,
high risk/high reward positions has positioned money managers at a
crossroad.

"The term 'Total Return' truly defines today's investment
climate," said David Miller, Managing Director at Macquarie
Capital.  "Fed intervention requires asset managers to maintain
flexible mandates and the ability to shift between asset classes
to find above-average returns and/or yields."

Key findings include:

        -- 61% of investors prefer to allocate their distressed
debt investments in the real estate sector.

        -- For 2013, a majority of survey participants expect
returns from their distressed holdings to come via a sale of the
corporate borrower to a private equity house.

        -- 75% of respondents said that the US economic outlook
will greatly impact their decision-making over the next 12 months.

The report, available for download here, provides an in-depth
review of emerging trends in the distressed debt markets, based on
the predictions of 100 experienced distressed debt investors
throughout North America.

Consensus of contradiction

While respondents unanimously expect the default rate to linger
below 4% in 2013 (46% say it will decrease to less than 3%),
expectations for distressed returns in 2013 are elevated.

"With the Fed keeping interest rates at historical lows, it is no
surprise that default rates are expected to remain low in 2013,"
commented Michael Reilly, co-head of Bingham's global Financial
Restructuring Group.  "With the ability to borrow or refinance
cheaply, the low default rates should continue to hold steady in
2013."

In many respects, a fragmented view of the distressed market in
2013 is not surprising and given the recent underperformance of
hedge funds and the limited opportunity that 2012 had in store,
the pressure is on for 2013.  Respondents expect to find these
returns from asset-backed securities and convertible bonds which
they identified as the most lucrative opportunities for the next
year.

Regional breakdown

Despite the ever-present risk of a European economic collapse,
respondents anticipate the abundance of liquid distressed
investment opportunities to come from North America.  Meanwhile,
Latin America took the second spot as restructurings of sovereign
debt backing both Belize and Argentina heated up.

"Confidence is returning to distressed investors in the Americas,"
said Bingham partner Tim DeSieno.  "The issues in Belize and
Argentina may be just the tip of that iceberg, as deep stresses
have appeared and played out in large economies like Brazil and
Mexico.  There is even renewed energy focusing on potential US
situations with some of the recent larger chapter 11 filings
perhaps leading the charge."

Methodology

Bingham McCutchen LLP and Macquarie Capital commissioned Debtwire
to interview 100 distressed debt investors, including hedge fund
managers, sell-side trading desks and other asset managers on
their expectations for the North American distressed debt market
in 2013.  Interviews were conducted over the telephone in November
and December of 2012.  Responses were collated by Debtwire, and
presented to the commissioning firms in aggregate.  This is the
eighth year Debtwire has released the study.


* Optimism Slightly Receding in Office Markets, Survey Shows
------------------------------------------------------------
The latest Allen Matkins/UCLA Anderson Forecast California
Commercial Real Estate Survey projecting a three-year outlook for
the state's overall commercial real estate industry remains
predominately upbeat, with developer sentiment remaining
optimistic towards multifamily and industrial asset types and
cautiously optimistic toward commercial office markets.  The
survey was conducted in November 2012 to examine office,
industrial and multifamily markets.

Multifamily Sector Continues to Grow

Following last July's survey projections, multifamily development
continues to boom with increased housing demand and decreasing
vacancy rates of 4.5 percent in multifamily markets.  This
turnaround in multifamily residential construction is being driven
by high occupancy rates and rising rents, particularly in the Bay
Area, as household formation begins to rebound in California.
While new generations entering the workforce are seeking housing
closer to work, the survey also shows families leaving single-
family homes for multifamily homes.

"Our survey shows that, despite the new projects underway -- and
there are many of them throughout the state -- our panels are very
optimistic about what those markets are going to look like three
years hence," said Nickelsburg.

Industrial Sector Continues to Grow

Industrial markets had positive forecasts in all regions, due in
part to anticipated increases in California exports driving demand
for distribution and manufacturing space, particularly from China
and other Asian markets.  Since 2011, private investment in
industrial facilities remains up by about $15 billion.  The survey
indicates that opportunities for new developments have emerged in
the industrial space market -- particularly in Inland Empire
markets.

Office Development Shows Tension Between Developers and Economic
Activity

Industry sentiment for the office sector three years out, while
still optimistic, shifted downward from six months ago.  This,
however, may reflect developers' concerns over the looming fiscal
cliff, as the survey was taken in November 2012.  Projects coming
out of the ground, as well as those in the pipeline, could prove
forecasters wrong in 2013 and beyond.

"We are still seeing strength in the market today.  More
developers have been taking notice that market conditions now
justify demolishing older structures, and taking steps to build
new ones," said John Tipton, Real Estate Department Partner at
Allen Matkins.  "This is a very significant indication of
commitment, not only of capital, but to the strength of the
development cycle."

Many developers remain optimistic that a number of new large
office developments remain ready to enter the market, and that
demand is still very much alive in San Francisco, Los Angeles, and
particularly in San Diego's North County.

"The sheer scale of some existing portfolios that will likely come
to market in 2013, like that of Blackstone's EOP Trust, could be
influential in keeping the commercial real estate investment
market forward-moving," said Tony Natsis, Real Estate Department
Chairman at Allen Matkins.  Based on the survey's aggregate
results, California's real estate market will remain bullish
through 2015.

About the SurveyFor a copy of the latest Allen Matkins/UCLA
Anderson Forecast California Commercial Real Estate Survey and
Index Research Project, please visit http://www.allenmatkins.com
or http://www.uclaforecast.com

The Allen Matkins/UCLA Anderson Forecast California Commercial
Real Estate Survey and Index Research Project polled a panel of
California real estate professionals in the development and
investment markets, on various aspects of the commercial real
estate market.  The survey is designed to capture incipient
activity by commercial real estate developers.  To achieve this
goal, the panel looks at the markets three years in the future,
and building conditions over the three-year period.  The survey
was initiated by Allen Matkins and the UCLA Anderson Forecast in
2006, furtherance of their interest in improving the quality of
current information and forecasts of commercial real estate.

                       About Allen Matkins

Founded in 1977, Allen Matkins -- http://www.allenmatkins.com --
is a California-based law firm with approximately 220 attorneys in
four major metropolitan areas of California: Los Angeles, San
Francisco, Orange County and San Diego.  The firm's core
specialties include real estate, real estate and commercial
finance, bankruptcy and creditors' rights, construction, land use,
natural resources, environmental, corporate and securities,
intellectual property, joint ventures, taxation, employment and
labor law, and dispute resolution and litigation in all these
matters.  For more than 35 years, Allen Matkins has helped clients
turn opportunity and challenge into success by providing practical
advice, innovative solutions and valuable business opportunities.
When clients' challenges require experienced trial counsel, Allen
Matkins has a proven track record of successful litigation before
juries, judges and arbitrators.

                   About UCLA Anderson Forecast

UCLA Anderson Forecast -- http://www.uclaforecast.com-- is one of
the most widely watched and often-cited economic outlooks for
California and the nation and was unique in predicting both the
seriousness of the early-1990s downturn in California and the
strength of the state's rebound since 1993.  More recently, the
Forecast was credited as the first major U.S. economic forecasting
group to declare the recession of 2001.


* Solyndra-Style Problems Seen in $8.33-Bil. Loan Guarantee
-----------------------------------------------------------
Documents newly acquired under a Freedom of Information Act (FOIA)
request and subsequent litigation show that Solyndra-like problems
are plaguing the controversial $8.33 billion federal loan
guarantee conditionally committed for the construction of two
nuclear reactors (Vogtle 3 and 4) in Georgia, according to a new
analysis by Synapse Energy Economics and Earth Track for the
Southern Alliance for Clean Energy (SACE).

Available at http://bit.ly/nonukeloansthe new report and related
memo are based on hundreds of Department Energy (DOE) documents
dated between June 2008 and July 2012.  The analysis provides
extensive new information about problems with the handling of the
loan guarantee process for the Vogtle Project, the adequacy of the
financial terms for the federal loan guarantees, risks to
taxpayers not fully addressed in DOE's credit subsidy analysis,
and indications of political interference with key financial
decisions related to the conditional loan guarantees.

Among the key findings:

-- Repeated indications of involvement in the loan guarantee
process and terms by political appointees.  An e-mail from
December 2010 points to unspecified communication between the
White House and the Nuclear Energy Institute over issues of
concern. (In this and other cases, extensive redactions in the
FOIA documents make the precise focus of the meetings and
discussion unclear.) An email from February 2010 notes that DOE
did not "deal" with Shaw [the firm slated to do much of the
reactor construction]; rather, "the [W]hite [H]ouse did."  Efforts
for DOE to close out consultation, most likely on loan terms, was
handled "at the political level" of the Department of the
Treasury, according to another email.  Emails from DOE staff
indicate that Secretary Chu was involved in discussions with key
Vogtle Project players over loans details as well.  "MEAG's CEO,
Bob Johnston got a call on Friday from Secretary Chu and they
discussed the progress that had been made with Southern and where
we stood on our [the MEAG] term sheet negotiation," read one
email.  As the report notes: "Those discussions were generally
with the top management of the companies.  This is a potentially
troubling blurring of financial risk review, political discussion,
and potential modification of loan terms."

-- Credit subsidy payments that appear too low to offer adequate
protection to taxpayers in the event of a default.  According to
the report: "Even the high estimate for Georgia Power ($52
million), for example, would add only about 1/8% to borrowing
costs over the life of the loan.  This increment, which is
supposed to protect taxpayers from the risk of default on the
first nuclear reactors built in the U.S. in 30 years, is likely
less than the Federal Financing Bank (FFB) markup on the loan
relative to the Department of the Treasury's base cost of
borrowing."  The uncensored documents also reveal that the other
major utility partners were offered a conditional loan guarantee
with substantially higher credit subsidy fees than Georgia Power,
but were still not protective of taxpayers.  Oglethorpe Power's
fee was 2.5-4.3% for a range of $70-132 million and MEAG's fee was
5-11.1% for a range of $108-186 million.

-- Stale credit subsidy values. Despite continuing changes to the
loan terms and a deteriorating power market over the past two
years, there is no indication that DOE has adjusted credit subsidy
estimates to reflect those dramatic changes.

-- Over-reliance on external contractors for key risk evaluations.
DOE appears not to have built sufficient analytic tools and staff
expertise internally to properly assess credit risks and deal
structure.

-- Inadequate control of credit subsidy assessment process.
Credit subsidy values were issued to borrowers before the credit
subsidy model was finalized, and there is some indication that
Vogtle Project borrowers may have been given access to the
analytic models DOE used to assess credit risks and subsidy rates.

Sara Barczak, program director, Southern Alliance for Clean
Energy, said: "The Vogtle loan guarantee puts nearly 16 times as
much at stake for taxpayers when compared to Solyndra.  Taxpayers
cannot afford an $8.33 billion gamble when the odds are stacked
against them as badly as they are here.  The very large exposure
to losses for U.S. taxpayers should the Vogtle Project go awry,
along with the known complexities of building two new reactors,
underscore the importance of an objective and unbiased review of
the project, its borrowers, and the appropriate credit subsidy
level.  Political interference increases fiscal risks because
political pressure can supplant economic and financial assessments
in driving funding decisions and terms."

Mindy Goldstein, director, Turner Environmental Law Clinic, said:
"One of the biggest problems plaguing the federal loan guarantee
program is DOE's reluctance to make documents available for public
review.  Despite committing $8.33 billion dollars of taxpayer
money, DOE fought tirelessly to keep much of the information about
the deal private.  Only after repeated requests and litigation
were most of the documents reviewed in this report released in
full.  Even more troubling, DOE appears unwilling to waiver from
its practice of secrecy -- recent requests by Southern Alliance
for Clean Energy for new documents concerning the loan guarantees
for the Vogtle Project have resulted in incomplete and heavily
redacted responses from the agency."

Doug Koplow, report author and founder, Earth Track, noted that:
"Despite widespread redactions, the documents released indicate
significant problems with the DOE's loan guarantee process.  These
include insufficient internal expertise, inadequate oversight by
other agencies, turnover of key staff, indications of political
involvement with borrowers and loan terms, and credit subsidy
payments that are likely too small to protect the taxpayer in a
default.  Both the inadequate review process and the massive scale
of the Vogtle conditional commitment create troubling precedents."

Max Chang, report author and associate, Synapse Energy Economics,
noted: "Our review of the documents released by DOE indicate that
the credit subsidy fee has not changed for the three borrowers
since February 2010.  We know that since 2010 the prospect for
nuclear power has changed dramatically.  These include events like
the devastating Fukushima Dai-ichi nuclear accident in 2011,
project delays with Vogtle, and declining power prices as a result
of surging supplies of natural gas."

Additional report highlights include the following:

-- Over reliance on third parties to assess the risk for
taxpayers.  "While some external input is useful in order to
bolster DOE's expertise (e.g., review by external credit rating
agencies), the released documents suggest that all key tools used
to assess project risk were developed and held by private
companies, and that individuals outside of the government were
relied on for most tasks related to modifying and interpreting
model runs, and addressing deal structure.  Extensive redactions
in credit subsidy models precluded third-party review of the
validity of either the input assumptions or the results."

-- Principal repayment delayed as long as possible, maximizing the
interest rate subsidy to borrowers. According to released
documents, none of the more than $3 billion in principal that
Georgia Power will borrow gets repaid before years 29 and 30 of
the loan.  Back-loading of repayments is known as a "balloon
structure," and OMB expressed a desire not to see it repeated on
other guarantees.  Both MEAG and OPC are also slated to have large
amounts of debt remaining at the end of the 30-year loan term and
will need to refinance to pay off the DOE.

-- Disagreements between DOE and OMB on credit subsidy amounts
were evident in the released documents.  However the details and
extent of the disagreements, as well as how differences were
bridged, have all been entirely redacted.

Earth Track and Synapse Energy Economics conducted a preliminary
review of hundreds of documents associated with the $8.33 billion
conditional loan guarantees committed by the U.S. Department of
Energy for the construction of two proposed Toshiba-Westinghouse
AP1000 nuclear reactors, Vogtle 3 and 4 in Georgia.  The released
documents relate to three individual borrowers: Georgia Power
Corporation, Oglethorpe Power Corporation, and Municipal Electric
Authority of Georgia and include virtually unredacted term sheets
and credit subsidy estimates.  The documents are available at:
http://www.scribd.com/doc/122597588/Full-Vogtle-FOIA-Online-Index
and http://www.scribd.com/doc/122803019/FOIA-Synapse-Earthtrack-
Online-Index

                           About SACE

Southern Alliance for Clean Energy -- http://www.cleanenergy.org
-- promotes responsible energy choices that create global warming
solutions and ensure clean, safe and healthy communities
throughout the Southeast.  Founded in 1985, SACE is the only
regional organization primarily focused on developing clean energy
solutions throughout the Southeast.


* 2012 Foreclosure Activity Up in 57% of U.S. Metros
----------------------------------------------------
RealtyTrac(R) on Jan. 31 released its 2012 Year-End Metropolitan
Foreclosure Market Report, which shows 2012 foreclosure activity
increased from 2011 in 120 (57 percent) out of the nation's 212
metropolitan statistical areas with a population of 200,000 or
more.  Foreclosure activity during the year decreased from 2010 --
when foreclosures peaked in most markets -- in 181 out of the 212
markets tracked in the report (85 percent).

Foreclosure activity in 2012 decreased from 2011 in 12 out of the
nation's 20 largest metro areas, led by Phoenix (down 37 percent),
San Francisco (down 30 percent), Detroit (down 26 percent), Los
Angeles (down 24 percent), and San Diego (down 24 percent).

But 2012 foreclosure activity increased in eight of the 20 largest
metros, led by Tampa (80 percent increase), Miami (36 percent
increase), Baltimore (34 percent increase), Chicago (30 percent
increase), and New York (28 percent increase).

"Markets with increasing foreclosure activity in 2012 took the
first step in finally purging delayed distress left over from the
bursting housing bubble," said Daren Blomquist, vice president at
RealtyTrac.  "Meanwhile, the underlying fundamentals in many of
those markets are slowly improving, making it an opportune time to
absorb additional foreclosure inventory this year -- and that is
particularly good news for buyers and investors hungry for more
inventory to purchase in those markets."

Florida cities account for eight of top 20 metro foreclosure rates

Despite double-digit percentage decreases in foreclosure activity
compared to 2011, California cities accounted for the top four
metro foreclosure rates, led by Stockton with 3.98 percent of
housing units (one in 25) with a foreclosure filing during the
year -- nearly three times the national average.

Other California cities with foreclosure rates among the 20
highest were Riverside-San Bernardino-Ontario at No. 2 (3.86
percent of housing units with a foreclosure filing), Modesto at
No. 3 (3.82 percent), Vallejo-Fairfield at No. 4 (3.73 percent),
Merced at No. 11 (3.23 percent), Bakersfield at No. 15 (3.11
percent), and Sacramento at No. 20 (2.94 percent).  All seven
California cities in the top 20 documented declining foreclosure
activity compared to 2011.

Florida cities accounted for eight of the 20 highest metro
foreclosure rates, led by Miami at No. 5 with 3.71 percent of
housing units with a foreclosure filing during the year.  Other
Florida cities in the top 20 were Palm Bay-Melbourne-Titusville at
No. 6 (3.60 percent), Orlando at No. 8 (3.46 percent), Tampa at
No. 12 (3.22 percent), Lakeland at No. 13 (3.17 percent),
Jacksonville at No. 14 (3.14 percent), Cape Coral-Fort Myers at
No. 18 (3.08 percent), and Ocala at No. 19 (3.01 percent).  Except
for Cape Coral-Fort Myers, all Florida cities in the top 20
documented increasing foreclosure activity from 2011 to 2012.

Other cities with foreclosure rates among the nation's 20 highest
were Atlanta at No. 7 (3.51 percent of housing units with a
foreclosure filing), Chicago at No. 9 (3.31 percent), Rockford,
Ill., at No. 10 (3.28 percent), Las Vegas at No. 16 (3.10
percent), and Phoenix at No. 17 (3.09 percent).

             Best Places to Buy Foreclosures in 2013

To select the best places to buy foreclosures in 2013, RealtyTrac
scored all metro areas with a population of 500,000 or more by
summing up four numbers: months' supply of foreclosure inventory,
percentage of foreclosure sales, foreclosure discount, and
percentage increase in foreclosure activity in 2012.

Topping the list of best places to buy foreclosures in 2013 was
the Palm Bay-Melbourne-Titusville metro area in Florida with a
total score of 394: 34 months' supply of inventory, foreclosure
sales representing 24 percent of all sales, average foreclosure
discount of 28 percent, and a 308 percent increase in foreclosure
activity in 2012 compared to 2011.

Five other Florida cities ranked among the Top 20 best places to
buy foreclosures: Lakeland, Tampa, Jacksonville, Orlando, and
Miami.

Five New York cities ranked among the 20 best places to buy
foreclosures in 2013, based largely on big backlogs of foreclosure
inventory and big increases in foreclosure activity in 2012:
Rochester, Albany, New York, Poughkeepsie, and Syracuse.

Other cities in the Top 20 were Chicago, Ill.; El Paso, Texas;
Philadelphia; Allentown, Pa.; Youngstown, Ohio; Bridgeport, Conn.;
Cleveland, Ohio; New Haven, Conn.; and Indianapolis, Ind.

             Worst Places to Buy Foreclosures in 2013

The metro with the lowest score was McAllen, Texas, with a 12-
month supply of foreclosure inventory, foreclosure sales
accounting for 7 percent of all sales, an average foreclosure
discount of 21 percent, and a 66 percent decrease in foreclosure
activity in 2012 compared to 2011.

Metros with the lowest scores were dominated by cities in the
west, including Ogden, Utah; Las Vegas, Salt Lake City, Phoenix,
Portland, Ore., San Jose, Calif., and Honolulu.

                        Report Methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing entered into the RealtyTrac database during the quarter --
broken out by type of filing.  Some foreclosure filings entered
into the database during a quarter may have been recorded in
previous quarters.  Data is collected from more than 2,200
counties nationwide, and those counties account for more than 90
percent of the U.S. population.  RealtyTrac's report incorporates
documents filed in all three phases of foreclosure: Default --
Notice of Default (NOD) and Lis Pendens (LIS); Auction -- Notice
of Trustee Sale and Notice of Foreclosure Sale (NTS and NFS); and
Real Estate Owned, or REO properties (that have been foreclosed on
and repurchased by a bank).  For the quarterly report, if more
than one foreclosure document is received for a property during
the quarter, only the most recent filing is counted in the report.
The quarterly report also checks if the same type of document was
filed against a property previously.  If so, and if that previous
filing occurred within the estimated foreclosure timeframe for the
state where the property is located, the report does not count the
property in the current quarter.

                       About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Ontario's Debt Loan Larger Than California, Report Says
---------------------------------------------------------
Ontario's debt load is higher than that of California, America's
most-indebted state, and could reach 66 per cent of GDP by 2019
unless the provincial government musters the courage to rein in
spending, says a new report released on Jan. 31 by the Fraser
Institute, an independent, non-partisan Canadian public policy
think-tank.

"California has been roundly criticized by news media and the
financial markets for its inability to control spending and reduce
deficits. Yet Ontario, with a fraction of California's population
and a significantly smaller economy, is carrying a debt load
almost two-thirds larger than California," said Jason Clemens,
Fraser Institute executive vice-president and co-editor of The
State of Ontario's Indebtedness.

"The first priority for incoming Ontario Premier Kathleen Wynne
has to be taking action on the province's precarious financial
situation. Ontario simply cannot continue spending money it
doesn't have; otherwise it will soon be compared to Greece, not
California."

The State of Ontario's Indebtedness examines Ontario's deficit and
debt from three perspectives: a comparison to California, the
future of Ontario's debt if current spending trends continue, and
a comparison of Ontario's debt load and spending outlook to that
of Greece.  Combined, the three chapters detail the extent of the
problem facing Ontario and paint a cautionary tale of what could
happen if the Ontario government delays taking action.

"Comparisons to Greece may seem farfetched but Ontario's net debt
to GDP currently sits at 37 per cent, the same as Greece in 1984,"
said Niels Veldhuis, Fraser Institute president and co-editor of
the report.

"The 2012 Drummond report should have been a wake-up call for the
Ontario government, yet the response was a collective yawn and a
figurative shrug of the shoulders.  Ontario's debt problem is real
and unsustainable."

University of Calgary economist Ron Kneebone contributes a chapter
to The State of Ontario's Indebtedness calculating that Ontario's
net debt will balloon to 66 per cent of GDP by 2019-20 if it
maintains the status quo in terms of spending and revenues.

"The failure of past Ontario governments to control spending has
added significantly to the province's debt load and today saddles
Ontario taxpayers with more than $10 billion in annual interest
payments.  That's money that isn't available for health care,
education or other social services," Mr. Veldhuis said.

Kneebone concludes that the Ontario government could hold the
debt-to-GDP ratio at roughly 40 per cent by 2019-20 if the
province can dramatically slow the growth in spending in both
health care and education to match the growth in the economy.

"Health and education spending grew at an average annual rate of
seven per cent in the decade prior to the recession, compared to
GDP growth of 4.3 per cent.  Limiting the rate of growth in health
and education spending will not be easy and requires significant
reform of both programs," Mr. Veldhuis said.

To help put Ontario's debt in context, a second chapter in the
report compares Ontario to California, which in 2009 made
international headlines as a "fiscal train wreck" and appeared
headed for bankruptcy.  Ontario and California are measured
against one another using a slightly different indicator than is
normal: bonded debt.  The reason for the alternative measure is
that California doesn't publish data on net debt, which is the
normally used measure in Canada and elsewhere.

On any comparative measure of bonded debt, Ontario fares much
worse than California.  Ontario's debt is almost two-thirds larger
than California's even though California is much larger in both
the size of its economy and its population.  As a share of the
economy, Ontario's debt (38.6 per cent) is more than five times
larger than California's (7.7 per cent).  Ontario's per-capita
debt ($17,921) is more than four-and-a-half times that of
California ($3,833) and Ontario spends more than three times the
amount of revenues on interest costs as California.

"The frightening aspect of Ontario's debt is the lack of attention
it receives, not just from politicians, but from the media,
organized labor, businesses, and just about every single
Ontarian," Mr. Clemens said.

"Ontario is in a worse situation than California and it will only
get worse unless the provincial government finds a way to reduce
spending."

The report concludes with a chapter by Lakehead University
economist Livio Di Matteo comparing Ontario's fiscal situation to
Greece.  Mr. Di Matteo points out that Greece's net debt to GDP
stood at 37 per cent in 1984, the same level as Ontario's today
and increased to 66 per cent over the next decade.  Since then,
Greece's net public debt has spun out of control, reaching 163 per
cent of GDP in 2011.

Mr. Di Matteo explains that Ontario and Greece share a common
trait over the past 30 years: trends in spending and revenues
diverged, meaning the long-term trend is towards larger deficits
and debt accumulation rather than smaller deficits or even
surpluses.

"If Ontario continues spending at its current rate, its net debt
will increase to 66 per cent from 37 per cent in just seven years.
It took Greece 10 years to experience a similar increase.  This
highlights the unsustainability of Ontario's current spending
trends," Mr. Veldhuis said.

Inaction or insufficient spending reforms could mean that
somewhere down the road, Ontario could experience a fiscal crisis
of Greek proportions.  While not there yet, the pain and severity
of reform needed in Greece serves as an example to Ontarians about
the benefits of proactive reform now before a crisis evolves.

"Neither Ontario nor Greece has been responsible in managing their
fiscal situations.  Fortunately, Ontario is in a position where it
can still restore its public finances to good health without the
type of fiscal trauma currently underway in Greece," Clemens said.

The Fraser Institute -- http://www.fraserinstitute.org-- is an
independent Canadian public policy research and educational
organization with offices in Vancouver, Calgary, Toronto, and
Montreal and ties to a global network of 86 think-tanks.  Its
mission is to measure, study, and communicate the impact of
competitive markets and government intervention on the welfare of
individuals.  To protect the Institute's independence, it does not
accept grants from governments or contracts for research.


* Bryan Cave's H. Mark Mersel Earns AV Preeminent(R) Rating
-----------------------------------------------------------
H. Mark Mersel, a lawyer based in Irvine, California whose primary
areas of practice are Commercial Litigation, Real Estate
Litigation and Bankruptcy, has earned the AV Preeminent(R) rating
from Martindale-Hubbell(R)

Martindale-Hubbell, a division of LexisNexis(R), has confirmed
that attorney H. Mark Mersel, a partner of Bryan Cave LLP, still
maintains the AV Preeminent Rating, Martindale-Hubbell's highest
possible rating for both ethical standards and legal ability, even
after first achieving this rating in 2005.

H. Mark Mersel is a lawyer based in Irvine, California whose
primary areas of practice are Commercial Litigation, Real Estate
Litigation and Bankruptcy.

For more than 130 years, lawyers have relied on the Martindale-
Hubbell AV Preeminent(R) rating while searching for their own
expert attorneys.  Now anyone can make use of this trusted rating
by looking up a lawyer's rating on Lawyers.com or martindale.com.
The Martindale-Hubbell(R) AV Preeminent(R) rating is the highest
possible rating for an attorney for both ethical standards and
legal ability.  This rating represents the pinnacle of
professional excellence.  It is achieved only after an attorney
has been reviewed and recommended by their peers -- members of the
bar and the judiciary.  Congratulations go to H. Mark Mersel who
has achieved the AV Preeminent(R) Rating from Martindale-
Hubbell(R).

H. Mark Mersel commented on the recognition: "I am thankful to my
peers who nominated me for this distinction, and proud to have
earned this, the highest possible Martindale-Hubbell rating."

To find out more or to contact H. Mark Mersel at Bryan Cave LLP,
call 949-223-7160, or visit http://www.bryancave.com

As a result of this honor, American Registry LLC, has added H.
Mark Mersel to The Registry(TM) of Business and Professional
Excellence.  For more information, search The Registry(TM) at
http://www.americanregistry.com

Contact Information:

H. Mark Mersel
Telephone: 949-223-7160
E-mail: mark.mersel@bryancave.com
Web site: http://www.bryancave.com


* Dan McElhinney Joins National DRC Business Development Team
-------------------------------------------------------------
Donlin, Recano & Company, Inc., a division of DF King Worldwide
and leading provider of claims, noticing, balloting, solicitation
and technology solutions, said Daniel McElhinney has joined the
firm as a Director.

Based in New York, Dan is part of DRC's national business
development team, focusing on developing and maintaining
relationships with DRC's growing list of clients. "The experience,
talent and ambition Dan brings to DRC is expected to help define
and grow our market share in 2013" says Scott Stuart, Esq.,
Executive Director of DRC.

A seasoned bankruptcy veteran, Dan began his career as a law clerk
to then Chief Judge Arthur J. Gonzalez in the Southern District of
New York and then, practiced in the Business Reorganization and
Restructuring Department at Willkie Farr & Gallagher LLP, where he
represented clients such as ATX Communications, Classic
Communications, Werner Ladder, Safelite Glass Corp. and Episcopal
Health Services. Prior to joining DRC, Dan was most recently a
Managing Director with Epiq Bankruptcy Solutions.

Dan holds a BA from Hamilton College and received his J.D. from
Brooklyn Law School. He is also a member of the American
Bankruptcy Institute, the Turnaround Management Association and
the New York Institute of Credit.

Donlin Recano, a division of DF King Worldwide --
http://www.king-worldwide.com/-- and a leader in claims,
noticing, balloting and technology solutions, also provides
bondholder identification services, pre-pack bankruptcy
solicitation and balloting, crisis communications, financial
printing services and call center services through one of the
largest and most technologically advanced call centers in the
country. King Worldwide is a financial communications, proxy
solicitation and stakeholder management company, serving over
1,000 public company, mutual fund family and private equity firm
clients domiciled in North America, Europe and Asia.


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Greenberg is an economist who analyzes the healthcare field from
the perspective that "health care is a business [in which] the
principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and
economic factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.  "Competition among physicians takes place
locally among primary care physicians and on a wider geographical
scale among specialists.  There is competition also between M.D.s
and allied practitioners: for example, between ophthalmologists
and optometrists and between psychiatrists and psychologists.
Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting
time," the word "demeanor" takes on added meaning. The demeanor
of a big-city plastic surgeon, for example, would be markedly
different from that of a rural pediatrician.  Thus, demeanor has
a relationship to the costs, options, services, and payments in
the medical field, and also a relationship to doctor education
and government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice. He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he
take a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested
in understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better
met. Conditions that are often seen as intractable because they
are regarded as social or political problems such as the
overcrowding of inner-city health centers or preferential
treatment of HMOs are, in Greenberg's view, problems amenable to
economic solutions. According to the author, the basic economic
principle of supply-and-demand goes a long way in explaining
exorbitantly high medical costs and the proliferation of
specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest,
and the author's focus on the economics of the health field does
not make for dry reading.   Healthcare is a central concern of
every individual and society in general.  Greenberg's book
clarifies the workings of the healthcare field and provides a
starting point for addressing its long-recognized problems and
moving down the road to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior
Fellow at the University's Center for Health Policy Research.
Prior to these positions, in the 1970s he was a staff economist
with the Federal Trade Commission.  He has written a number of
other books and numerous articles on economics and healthcare.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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