TCR_Public/130204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, February 4, 2013, Vol. 17, No. 34

                            Headlines

1031 TAX: Silicon Valley Law Group's Summary Judgment Bid Denied
ADEPT TECHNOLOGIES: Taps Travis Jackson for ADEA Lawsuit
ADVANCED MICRO: Moody's Cuts CFR to 'B2', Outlook Negative
AFA INVESTMENT: Wants Plan Filing Exclusivity Extended to May 28
AHERN RENTALS: Counsel Gordon Silver Changes Hourly Rates

AMARU INC: Wilson Morgan Resigns as Accountants
AMERICAN AIRLINES: U.S. Bank Has Objections to New Financing
AMERICAN AIRLINES: Debtor, Fee Examiner Seek Protective Order
AMERICAN DENTAL: S&P Affirms 'B' CCR; Revises Outlook to Negative
AMERICAN MEDIA: Trump Executive Named to Board of Directors

AMF BOWLING: Mesirow Okayed as Committee's Financial Advisors
AMF BOWLING: Wants Sale Process Concluded Before Plan Drafting
ARCAPITA BANK: Exclusive Plan Filing Period Extended to Feb. 8
ARCHDIOCESE OF MILWAUKEE: Sexual Abuse Claim Disallowed as Tardy
ASPEN GROUP: Projects $18 Million Revenue in 2015

ATLANTIC COAST: ESOP Trust Discloses 5.3% Equity Stake
ATLANTIC COAST: Regains Compliance with Nasdaq Market Value Rule
ATP OIL: To Become One of Few E&Ps Not Paying Bank Debt in Full
AURASOUND INC: Taps Brian Weiss as Chief Restructuring Officer
AXION INTERNATIONAL: Samuel Rose Hikes Equity Stake to 40%

AXION INTERNATIONAL: Issues $1.2 Million Convertible Notes
AXION INTERNATIONAL: MLTM Lending Hikes Equity Stake to 31.8%
BBF REALTY: Case Summary & 4 Largest Unsecured Creditors
BDRC LOFTS: Judge Won't Move Case to Ft. Worth Bankruptcy Court
BHFS I LLC: Full-Payment Plan Declared Effective

BIONEUTRAL GROUP: Marcum LLP Raises Going Concern Doubt
BIOZONE PHARMACEUTICALS: Files Amendment No. 6 to 8MM Prospectus
BON-TON STORES: Morgan Stanley Hikes Equity Stake to 7.1%
BON-TON STORES: Morgan Stanley Hikes Equity Stake to 7.1%
C-SWDE348 LLC: Court Confirms Plan of Reorganization

CANTOR COMMERCIAL: Moody's Assigns 'B1' Sr. Unsecured Debt Rating
CANTOR COMMERCIAL: S&P Assigns B+ ICR; B Rating on $250MM Notes
CAPITOL BANCORP: Still Needs Investor for Reorganization Plan
CATALYST PAPER: Completes $13.5-Mil. Sale of Snowflake Mill
CENTAUR ACQUISITION: Moody's Rates $185-Mil. Secured Notes 'Caa1'

CENTRAL EUROPEAN: Annual General Meeting Set for March 26
CENTRAL FEDERAL: Therese Liutkus Quits as Treasurer & CFO
CELL THERAPEUTICS: Estimates $8.6-Mil. Net Loss in December
CHAMPION INDUSTRIES: Incurs $22.9-Mil. Net Loss in Fiscal 2012
CHINA GREEN: Albert Wong Replaces Madsen as Accountants

CNL LIFESTYLE: Moody's Affirms 'Ba3' CFR, Outlook Stable
COMMERCIAL VEHICLE: S&P Revises Outlook to Positive; Affirms B CCR
COMMUNITY FINANCIAL: Cultivate Discloses 6.7% Equity Stake
COMMUNITY TOWERS: Has OK to Hire ACM Capital as Financial Advisors
COMSTOCK MINING: Provides Production Update, 2013 Outlook

CONSTELLATION BRANDS: Antitrust Case No Impact on Moody's Ba1 CFR
CORE ENTERTAINMENT: S&P Revises Outlook to Neg; Affirms 'B' Rating
CORRECTIONS CORP: Fitch Affirms 'BB+' Issuer Default Rating
CRYOPORT INC: Issues $588,000 Convertible Notes to Investors
CRYSTALLEX INTERNATIONAL: Files Reports for 2011, Q1, Q2 & Q3

CUBIC ENERGY: To Appeal NYSE's Delisting Determination
DEWEY & LEBOEUF: Wants Exclusivity Extended to March 31
DEWEY & LEBOEUF: Can Access Cash Collateral Until March 3
DRINKS AMERICAS: St George Investments Holds 9.9% Equity Stake
DRINKS AMERICAS: De Joya Replaces Bernstein as Accountant

DRINKS AMERICAS: Amends Oct. 31 Form 10-Q to Add Explanation
DUNLAP OIL: Hiring Waterfall Economidis as Collections Counsel
E-DEBIT GLOBAL: Restricted Stock Units Lock-Up Expires on Feb. 14
EASTBRIDGE INVESTMENT: Effects 1-for-100 Reverse Stock Split
EASTMAN KODAK: Completes $527-Mil. Sale of Digital Imaging Patents

EL CENTRO: Unsecureds to Recover 20.5% Under Amended Plan
ENERGY FUTURE: Reports Final Results & Exchange Offers Settlement
ENERGY FUTURE: S&P Raises Corporate Credit Rating to 'CCC'
ENERGYSOLUTIONS INC: BlackRock Discloses 6.1% Equity Stake
EMORY HACKMAN: Fountain Group et al. Hit With $2MM Judgment

EPICEPT CORP: Has 106.9 Million Outstanding Common Shares
EV AMERICA: Case Summary & 20 Largest Unsecured Creditors
FAIRFAX COUNTY: S&P Lowers Rating on Series 1998A Bonds to 'B'
FAIRPOINT COMMUNICATIONS: S&P Rates $725MM Loans, $300MM Notes 'B'
FIROOZHE A. ZAFARI: Former Counsel Agrees to Cut Fee by $30K

FIRST BALDWIN BANCSHARES: To File for Chapter 11 to Sell Bank
FIRST DATA: Plans to Offer $785 Million of Senior Unsecured Notes
FREESEAS INC: Fully Satisfies Obligations to Hanover
FREESEAS INC: Issues Add'l 400,000 Settlement Shares to Hanover
FREDERICK DARREN BERG: Sun Granite Summary Judgment Bid Denied

FRONTIER COMMUNICATIONS: S&P Lowers Ratings on 2 Certs to 'BB-'
GCA SERVICES: S&P Assigns B CCR, Rates $150MM 2nd Lien Notes CCC+
GENERAL AUTO: Further Fine-Tunes Plan Disclosures
GLOBAL ARENA: To Buy 66.67% Member Interest in MGA From Goldin
GREEN EARTH: Amends 55 Million Common Shares Prospectus

GREEN ENERGY: William D'Angelo Resigns from Board
HAWAII OUTDOOR: Amended List of 20 Largest Unsecured Creditors
HAWAII OUTDOOR: Unsecured Creditors Committee Has 3 Members
HAWAII OUTDOOR: Hearing on Further Use of Cash on Feb. 25
HAWKER BEECHCRAFT: Court Approves Joint Plan of Reorganization

HOSTESS BRANDS: Assets Fetching Bids of $856.4 Million
IMS HEALTH: S&P Assigns 'BB-' Rating on $1.7BB & EUR755MM Loans
INDALEX LTD: Canadian Supreme Court Rules on Insolvency
INDIANAPOLIS DOWNS: Court Confirms Sale-Based Plan
INTERFACE SECURITY: Moody's Rates $230MM Second Lien Notes 'B3'

INTERTAPE POLYMER: S&P Raises CCR to 'B+'; Outlook Stable
JEFFERSON COUNTY, AL: Bondholders Begin Hearing to Take Over
LEHMAN BROTHERS: Massachusetts Agency Wants to Pursue Action
LEHMAN BROTHERS: Inks Settlement With Standard Chartered Bank
LEHMAN BROTHERS: Has Deal to Cut Drawbridge Claim to $25.6-Mil.

LIFEPOINT HOSPITALS: Fitch Assigns 'BB+' Rating to $225M Term Loan
LIFEPOINT HOSPITALS: Moody's Gives 'Ba1' Rating to USD225MM Loan
LIFEPOINT HOSPITALS: S&P Assigns 'BB-' Rating to $225MM Term Loan
LODGENET INTERACTIVE: Loan Approved, Confirmation Set for March 7
METRO TOOL: Case Summary & 6 Unsecured Creditors

MF GLOBAL: Accord Between SIPA Trustee & UK Unit Approved
MODERN RADIATION: Case Summary & 8 Largest Unsecured Creditors
MOIRBIA PEORIARE: Case Summary & 10 Largest Unsecured Creditors
NCL CORPORATION: S&P Assigns 'BB-' Rating to Proposed $300MM Notes
NEW CENTAUR: S&P Assigns Prelim. 'B' CCR; Rates $480MM Debt 'B'

NII HOLDINGS: S&P Cuts CCR to B-, Cuts Unsec. Debt Rating to CCC+
NORTH TEXAS HOUSING: S&P Puts 1984 Mortgage Bonds on CreditWatch
NORTHAMPTON GENERATING: Confirms Plan, EIF Retains Ownership
ONESTOPPLUS GROUP: Debt Increase No Impact on Moody's 'B1' Rating
OTELCO INC: Intends to File for "Pre-Packaged" Chapter 11

P&M SPOKANE: Wins Confirmation of First Amended Plan
PACIFIC CARGO: Files in Oregon After Acquisition Goes Sour
PAR PHARMACEUTICAL: S&P Assigns 'B+' Rating on $1.055-Bil. Loan
PATRIOT COAL: Promotes Michael D. Day to EVP Operations
PENSON WORLDWIDE: Settles Shareholders' Suit, Files Plan

PEREGRINE FINANCIAL: Ex-CEO Wasendorf Gets 50 Years Jail Term
PERMIAN HOLDINGS: S&P Assigns 'B-' CCR; Rates $175MM Notes 'B-'
PILGRIM'S PRIDE: Moody's Affirms 'B2' CFR; Outlook Stable
POWERWAVE TECHNOLOGIES: Lenders' Cash Sweep Prompts Bankruptcy
PREMIER PAVING: Receives 1-Month Extension on Right to Use Cash

PREMIER PAVING: Committee Hiring OnPointe as Financial Advisors
PRESTIGE INVESTMENTS: Can Use Cash Collateral Thru July 31
RESIDENTIAL CAPITAL: Has Agreement With Ally Bank on Loan Deals
RESIDENTIAL CAPITAL: Carlson Represents MDL Class Plaintiffs
RESIDENTIAL CAPITAL: SBO Servicers' Stipulation Approved

REVOLUTION DAIRY: Files Bankruptcy to Deal With Secured Lender
RIO GRANDE STUDIOS: Dismissal of Member's Bankruptcy Upheld
RLB FRIENDSHIP: Updated Case Summary & Creditors' Lists
SABRE HOLDINGS: S&P Rates New $2.55BB Senior Secured Credit 'B'
SACO DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors

SANMINA CORP: S&P Affirms 'B+' CCR; Revises Outlook to Positive
SCHOOL SPECIALTY: Section 341(a) Meeting Scheduled for March 4
SCIENTIFIC GAMES: S&P Puts 'BB' CCR on CreditWatch Negative
SERVICEMASTER CO: Moody's Affirms 'B2' CFR; Outlook Negative
SERVICEMASTER CO: S&P Assigns 'B+' Rating to $2.253BB Secured Loan

SF & S PETROLEUM: Case Summary & 8 Largest Unsecured Creditors
SILVERLINE ENERGY: Case Summary & 20 Largest Unsecured Creditors
SK FOODS: Settlement In Principle Reached in Allied World Dispute
SOUTHERN AIR: Sets March 14 Confirmation for New Plan
STAMP FARMS: Auction Scheduled for Feb. 5

STEBNER REAL ESTATE: Feb. 19 Established as Claims Bar Date
SUPERVALU INC.: Moody's Rates $850MM Senior Secured Loan 'B1'
SYNIVERSE HOLDINGS: Loan Increase No Impact on Moody's 'B2' CFR
VITRO SAB: Nears Settlement With Bondholders
WAUPACA FOUNDRY: Moody's Affirms 'B2' Rating on $374MM Sr. Loan

WEBCO VENDING: Case Summary & 20 Largest Unsecured Creditors
WINDSOR QUALITY: S&P Revises Outlook to Stable; Affirms All Rating

* China's Practices Harm American Solar Manufacturers, Says Group
* U.S. Tomato Producers Want Old Antidumping Petition Withdrawn
* CoreLogic Reports 767,000 Completed Foreclosures in 2012
* U.S. Banks' Heavy 1Q Debt Issuance Bolsters Liquidity

* Bailment Defeats Preference Claim by Trustee

* BOND PRICING -- For The Week From Jan. 28 to Feb. 1, 2013

                            *********

1031 TAX: Silicon Valley Law Group's Summary Judgment Bid Denied
----------------------------------------------------------------
California Magistrate Judge Joseph C. Spero denied the motion for
partial summary judgment filed by Silicon Valley Law Group, a
defendant in a legal malpractice lawsuit styled as, GERALD A.
McHALE, Jr., P.A., as Liquidation Trustee for 1031 Debtors
Liquidation Trust, Plaintiff, v. SILICON VALLEY LAW GROUP, a
California Law Corporation, Defendant, Case No. 3:10-cv-04864-JCS
(N.D. Calif.).

The Trustee asserts SVLG was negligent in conducting due diligence
in connection with the sale of Advance to Edward Okun, who
ultimately looted 1031 Advance of its assets.  Before the Court is
SVLG's Motion for Partial Summary Judgment as to the Measure of
Damages which the Trustee may request at an upcoming trial. SVLG
argues that the Trustee may not recover the amount of Exchange
Funds which were stolen from 1031 Advance because the Exchange
Funds represent a particularized injury to 1031 Advance's clients,
and not an injury to 1031 Advance itself.

The lawsuit arises in the aftermath of a Ponzi scheme Mr. Okun
orchestrated.  He has been convicted of stealing hundreds of
millions of dollars from the 1031 Debtors -- the bankrupt estates
formally under Mr. Okun's control -- and is currently serving a
100-year federal prison sentence for his crimes.

Silicon Valley Law Group represented 1031 Advance prior to Okun's
purchase of the company.

1031 Advance, like all the 1031 Debtors, was in the business of
conducting section 1031 exchanges.  Section 1031 of the Internal
Revenue Code permits owners of investment property to defer the
capital gains tax that would otherwise be due and owing upon sale,
conditioned upon timely application of the sale proceeds to the
purchase of an identified replacement investment property.  In a
typical section 1031 exchange, an exchanger sells a piece of real
estate, has 45 days from the date of the sale to identify a
replacement property, and has 180 days from that date of sale to
close on the purchase of the replacement property.  To preserve
the tax benefit of avoiding capital gains taxes on the sale of the
property, an exchanger may not take possession of the sale
proceeds.  Under the regulations that apply to Section 1031, the
use of a qualified intermediary in connection with a 1031 Exchange
is a "safe harbor" that will result in a determination that the
taxpayer is not in actual or constructive receipt of money or
other property for the purposes of Section 1031.

A copy of the Court's Jan. 28, 2013 Order is available at
http://is.gd/7RM4gdfrom Leagle.com.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.

The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14, 2007.
Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  Jonathan
L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, represent the Chapter 11 trustee.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G.
Kadish, Esq., at Greenberg Traurig, LLP, represent the Official
Committee of Unsecured Creditors.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


ADEPT TECHNOLOGIES: Taps Travis Jackson for ADEA Lawsuit
--------------------------------------------------------
The Bankruptcy Court authorized ADEPT Technologies, LLC, to employ
Travis S. Jackson, Esq., at Lanier Ford Shaver & Payne, P.C., as
special counsel.

Mr. Jackson will represent the Debtor in the continued defense of
a lawsuit filed against the Debtor on Aug. 21, 2011, under the Age
Discrimination in Employment Act ("ADEA"), as amended 29 U.S.C.
Section 621, et seq., in the United States District Court for the
Northern District of Alabama, Northeastern Division, Tazewell
Shepard, III, as Trustee for the Bankruptcy Estate of Bryant
Harris v. KRB, LLC, and Adept Technologies, LLC; Case No. 5:11-cv-
03073-AKK.

Prepetition Mr. Jackson represented the Debtor in connection with
the defense of the Debtor from the ADEA claim.  Upon inquiry,
Mr. Jackson does not have any connection with the Debtor, his
creditors, any other party-in-interest, or their respective
attorneys in this case except for the foregoing representation.
Mr. Jackson has incurred approximately $2,861 in prepetition
attorney fees and expenses.

The Debtor has agreed to pay Mr. Jackson $200 per hour as
compensation for his services, plus reasonable and necessary legal
expenses.

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.

Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as
counsel.  The petition was signed by Brad Fielder, managing
member.


ADVANCED MICRO: Moody's Cuts CFR to 'B2', Outlook Negative
----------------------------------------------------------
Moody's Investors Service lowered Advanced Micro Devices'
corporate family rating to B2 from B1, and the ratings on the
senior unsecured notes to B2 from B1. The speculative grade
liquidity rating was lowered to SGL-3 from SGL-2. The outlook is
negative. This completes the ratings review opened on October 19.

The downgrade of the corporate family rating to B2 reflects AMD's
prospects for weaker operating performance and liquidity profile
over the next year as the company commences on a multi-quarter
strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.

The "weak demand conditions in the personal computer space,
particularly in the lower end segments where tablet devices
continue to take wallet-share, are expected to persist throughout
2013", said Moody's Richard Lane. The negative outlook considers
the execution challenges facing AMD during this turnaround and
Moody's expectation that the company will consume cash over the
next year.

Ratings Rationale

AMD is reorienting its business model to address markets beyond
its core, legacy personal computer market (85% of AMD revenue)
that include the faster growing dense server, embedded and semi-
custom chips, and ultra low power end markets. AMD is targeting to
grow the latter segments from roughly 15% of revenue presently to
40%-50% of its revenue over the next three years.

An important aspect of AMD's plan to reach profitability includes
achieving a quarterly operational cost structure of around USD450
million by the third quarter. Based on actions expected to be
taken through the first quarter, including the reduction of 14% of
its employee base, and USD506 million of operational expenses in
the December 2012 quarter, Moody's expects this cost base is
achievable.

However, with more than seasonally lower sequential revenue
declines in the first quarter (projected down 9%) and flat second
quarter revenue Moody's projects operating losses in the first
half of 2013. Moody's projects AMD's operating performance will
approximate break even by the third quarter on about USD1.1
billion of quarterly revenue and 39% gross margins. As a result of
this outlook, credit metrics will be weak, with adjusted debt to
EBITDA over 10x over the next year, up from 6.8 times at December
2012.

AMD had nearly USD1.2 billion of cash and marketable securities as
of fiscal year end December 2012. AMD does not maintain a
committed revolving credit facility. Liquidity is adequate,
however, Moody's expects AMD will consume USD250 million to USD300
million of cash over the next year. This view is driven by Moody's
projection of operational losses, cash payments of USD175 million
to AMD's foundry partner, GlobalFoundries, in the first quarter
related to a renegotiated wafer supply agreement, and
approximately USD31 million in cash outflows related to
restructuring activities (headcount reduction). Cash balances
could be buttressed by a USD150 million to USD200 million sale
leaseback transaction of it Austin, Texas facilities, which
management anticipates could close in the first quarter.

As a result, Moody's expects AMD's 2013 year- end cash balances to
approximate USD850 million, or over USD1 billion including the
potential sale leaseback. Management's minimum target cash balance
is USD700 million. As part of the WSA, AMD also needs to make a
USD200 million payment to GlobalFoundries at December 31, 2013,
which falls in AMD's fiscal year 2014. AMD's next debt maturity is
a USD580 million note (unrated) due May 2015.

Ratings downgraded:

  Corporate family rating to B2 from B1

  Probability of default rating to B2-PD from B1-PD

  USD500 million senior unsecured notes due 2017 to B2 (LGD4-54%)
  from B1 (LGD4-54%)

  USD500 million senior unsecured notes due 2020 to B2 (LGD4-54%)
  from B1 (LGD4-54%)

  USD500 million senior unsecured notes due 2022 to B2 (LGD4-54%)
  from B1 (LGD4-54%)

  Speculative grade liquidity rating to SGL-3 from SGL-2

What Could Change the Rating - DOWN

The rating could be lowered if AMD's cash and liquid investments
are likely to drop below USD700 million or if the company is
unlikely to achieve approximately breakeven operating profit by
the third quarter.

What Could Change the Rating - UP

The rating is not likely to be raised over the near term. The
outlook could be move to stable if AMD achieves and is likely to
sustain operating profitability while maintaining cash and liquid
investments in excess of USD1 billion and achieving adjusted debt
to EBITDA below 6 times.

The principal methodology used in rating Advanced Micro Devices
was the Global Semiconductor Industry Methodology published in
December 2012.


AFA INVESTMENT: Wants Plan Filing Exclusivity Extended to May 28
----------------------------------------------------------------
The U.S. Bankruptcy Court District of Delaware will convene a
hearing on Feb. 21, 2013, at 10:30 a.m., to consider AFA
Investment Inc., et al.'s motion for an extension of the Debtors'
exclusive plan proposal and solicitation periods.

Objections, if any, are due Feb. 8, at 4 p.m.

The Debtors, in their motion for a third extension, ask the Court
to extend until May 28, 2013, their exclusive period to propose a
Chapter 11 plan and until July 29, 2013, their exclusive period to
solicit acceptances of that plan.

As reported in the Troubled Company Reporter on Jan. 30, 2013, the
company said that a "global settlement agreement" among the
official creditors committee, former employees, second-lien
lenders and other key players in the bankruptcy reorganization may
provide a framework" for a Chapter 11 plan.

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

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

                          About AFA Foods

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

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

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

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

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

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

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

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

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


AHERN RENTALS: Counsel Gordon Silver Changes Hourly Rates
---------------------------------------------------------
Gordon Silver, counsel for Ahern Rentals, Inc., notifies the U.S.
Bankruptcy Court for the District of Nevada of the changes in its
hourly rates effective Feb. 1, 2013.

The new rates for the professionals at GS that are most likely to
perform services in the Debtor's case are:

   Attorney            2012 Hourly Rate        2013 Hourly Rate
   --------            ----------------        ----------------
   Gerald M. Gordon            $725                    $740
   William M. Noall            $625                    $625*
   Thomas H. Fell              $560                    $585
   Gabrielle A. Hamm           $360                    $360*
   Erik T. Gierdingen          $205                    $230
   Kirk D. Homeyer             $190                    $200
   Senior Paralegal            $185                    $185*
   Junior Paralegal            $135                    $135*

* The hourly rates for individuals noted with an asterisk have not
changed.  Their 2013 hourly rates are the same as their 2012
rates.

                      About Ahern Rentals

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

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

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

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

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

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

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

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

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


AMARU INC: Wilson Morgan Resigns as Accountants
-----------------------------------------------
Amaru, Inc., received a notice from its independent registered
public accounting firm, Wilson Morgan, LLP, that they had resigned
due to the fact that they do not have any other audit partner to
service the Company's account, effective as of Jan. 25, 2013.
The Company's Board of Directors accepted that resignation on
Jan. 28, 2013.

Wilson Morgan's audit reports on the financial statements of the
Company for the years ended Dec. 31, 2011, and 2010 did not
contain an adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or
accounting principles, other than an explanatory paragraph
regarding the Company's ability to continue as a going concern.

The resignation was not due to any disagreement with the Company.

The Company has not retained yet a new independent registered
public accounting firm.

                          About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

After auditing the 2011 results, Wilson Morgan, LLP, in Irvine,
California, noted that the Company has sustained accumulated
losses from operations totalling $40.7 million at Dec. 31, 2011.
This condition and the Company's lack of significant revenue,
raise substantial doubt about the Company's ability to continue as
going concern, the auditors said.

Amaru reported a net loss from operations of $1.37 million in
2011, compared with a net loss from operations of $1.50 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.28
million in total assets, $3.08 million in total liabilities and
$195,261 in total stockholders' equity.


AMERICAN AIRLINES: U.S. Bank Has Objections to New Financing
------------------------------------------------------------
U.S. Bank Trust National Association filed separate objections to
the proposed order approving AMR Corporation's request to obtain
postpetition financing and to pay off $1.32 billion in loans
secured by aircraft without paying a so-called make-whole
premium.  A make-whole is designed to compensate a lender for
loss of an investment bearing interest higher than the current
market.

U.S. Bank filed the objections solely as Loan Trustee and Pass-
Through Trustee under those certain Indenture and Security
Agreements with respect to the AMR 2009-1 EETC transaction and
AMR 2011-2 EETC transaction, and solely as Trustee and Security
Agent under the Indenture and Aircraft Security Agreement with
American Airlines, Inc.

Craig M. Price, Esq., at Chapman and Cutler LLP, in Chicago,
Illinois, U.S. Bank's counsel, tells the Court that by its
objection, it solely seeks to ensure that its rights to appeal
the Court's January 17, 2013 opinion issued in connection with
the request remain fully appealable, and to make sure its claim
for a Make-Whole is adequately protected in the event that it
prevails on appeal.

Mr. Price contends the Proposed Order should be changed because it
curtails the scope of the Secured Obligations under the
Indentures.  He argues that U.S. Bank's and Certificateholders'
entitlement to the make-whole premium ought to be protected
pending appeal.

A waiver of any stay is inappropriate to the extent that it
adversely impacts the Trustee's appellate rights, Mr. Price
further contends.  He adds that a waiver or bar of any rights or
claims of the Trustee and Certificateholders is inappropriate to
the extent it adversely affects appellate rights.  U.S. Bank
continues to believe that the Debtors have an obligation under
Section 1110 of the Bankruptcy Code to perform all of their
obligations under the terms of the aircraft financing documents.

                           AMR Responds

AMR asked U.S. Bankruptcy Judge Sean Lane to overrule the bank's
objection, saying its request that the company protect the bank's
interests pending a potential appeal is unfounded.

AMR lawyer, Michael Wiles, Esq., at Weil Gotshal & Manges LLP, in
New York, said that in the absence of a stay pending appeal, the
company is entitled to close the financing in accordance with its
terms and to terminate U.S. Bank's interests.

"If U.S. Bank wishes to protect itself pending an appeal, then
U.S. Bank must seek a stay of this court's order pending appeal,"
he said in a court filing.

Mr. Wiles also said that the bank should post a bond to protect
AMR from the damages it may sustain as a result of the
injunction.

Judge Lane authorized AMR on January 17 to pay off $1.32 billion
in loans secured by aircraft without paying a so-called make-
whole premium required outside of bankruptcy if the debt were
repaid before maturity.

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

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

In a January opinion, Judge Lane rejected the idea that the 1110
election obliged AMR to pay the make-whole, citing provisions in
the indenture saying that the make-whole isn't owing if the
underlying default results from bankruptcy.

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Debtor, Fee Examiner Seek Protective Order
-------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York to issue an order that will allow the
company to turn over confidential information without waiving the
attorney-client privilege.

The move comes after Robert Keach, the lawyer appointed to review
the fees of AMR's Chapter 11 professionals, asked for information
regarding fee applications filed by AMR attorneys that is
protected from public disclosure.

The attorneys represent the company in two separate lawsuits it
brought against Sabre, Travelport and Orbitz Worldwide LLC in
federal courts in Texas.

AMR settled its dispute with Sabre, which was approved by the
bankruptcy court last month, while it continues to pursue its
claims against Travelport and Orbitz.

"Entry of the proposed order will protect against any alleged
waiver of the debtors' privileges or protections under applicable
law," Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, said in a motion he jointly filed with the fee examiner.

A court hearing is scheduled for February 14.  Objections are due
by February 7.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN DENTAL: S&P Affirms 'B' CCR; Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Wakefield, Mass.-based dental practice management
services provider American Dental Partners Inc. and revised the
rating outlook to negative from stable.

At the same time, S&P affirmed its 'B' credit rating on ADP's
first-lien secured debt.  S&P's recovery rating on this debt
remains unchanged at '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery of principal in the event of a
payment default.

The rating on American Dental Partners Inc. (ADP) continues to
reflect the company's "vulnerable" business risk profile,
characterized by its narrow scope of operations in intensely
competitive markets with low barriers to entry.  S&P also believes
it will be challenging for ADP to achieve significant growth in
its business model.  S&P expects ADP to generate modest
discretionary cash flow in 2013 and its lease-adjusted debt
leverage to remain near 6x for the next two years, consistent with
a "highly leveraged" financial risk profile.  S&P's base-case
expectation is for ADP to maintain more than 15% headroom under
the debt leverage covenant in its loan agreement.

"We expect ADP to post low-single-digit annual revenue growth,
propelled by new offices, and to a lesser extent acquisitions.
Several small affiliates acquired at the end of 2012 will support
growth in 2013.  We believe its affiliates' same-store patient
revenues will continue sliding, notwithstanding a gradually
improving economy that bolsters prospects for the total U.S.
dental services industry.  For the 12 months ended Sept. 30, 2012,
ADP's revenues fell 1.9% despite the opening of new offices.  We
believe ADP may have lost some market share in recent years.
After more than 100 acquisitions since ADP was founded in 1995, we
believe management is emphasizing growth through the opening of
new dental care offices, although we expect it to remain
acquisitive," S&P said

"Our negative rating outlook on ADP reflects the potential for
negative cash flow in 2013 and for a slim covenant cushion.  We
could lower our ratings if liquidity deteriorates, as evidenced by
a projected covenant cushion of less than 10% or significantly
reduced revolver availability.  This could result from further
EBITDA margin compression, more aggressive expansion, a costly
legal settlement, or other developments.  We estimate the covenant
cushion could fall to 10% if bank-calculated EBITDA for the
12 months ended March 31, 2013, is about $400,000 lower than bank-
calculated EBITDA for the 12 months ended Sept. 31, 2012," S&P
added.

S&P could revise the outlook to stable if it gains confidence that
a covenant cushion in excess of 15% can be maintained and ADP will
generate discretionary cash flow.


AMERICAN MEDIA: Trump Executive Named to Board of Directors
-----------------------------------------------------------
David J. Pecker, Chairman, President and CEO of American Media,
Inc., announced the appointment of David R. Hughes to the Board of
Directors, effective as of Jan. 28, 2013.

Mr. Hughes currently serves as Corporate Executive Vice President,
Chief Financial Officer and Corporate Secretary of Trump
Entertainment Resorts, Inc., which he joined in November 2010.
Mr. Hughes was previously employed by MTR Gaming Group, Inc.,
where he was Corporate Executive Vice President and Chief
Financial Officer from May 2008 through November 2010 and held
positions of increasing responsibility, including Corporate
Executive Vice President Strategic Operations and Chief Operating
Officer, from 2003 to 2008.

"We are honored to have David Hughes join our Board of Directors,"
said Mr. Pecker.  "David is a fantastic addition to the Board of
Directors based on his more than twenty-six years of operational
and financial experience."

Mr. Hughes was designated to serve on the Board of Directors by
the "Avenue Stockholders" (as defined in the Stockholders'
Agreement, dated as of Dec. 22, 2010, as a Significant Committee
Holder Designated Director, pursuant to the terms of the
Stockholders' Agreement.  Mr. Hughes has not been appointed to any
committees of the Board of Directors.

                       About American Media

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

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

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

                           *    *     *

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

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


AMF BOWLING: Mesirow Okayed as Committee's Financial Advisors
-------------------------------------------------------------
The Hon. Kevin R. Huennekins of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized the Official Committee
of Unsecured Creditors in the Chapter 11 cases of AMF Bowling
Worldwide Inc., et al., to retain Mesirow Financial Consulting,
LLC as its financial advisors.

Mesirow is expected to, among other things:

   -- assist in the review of reports as required by the
      Bankruptcy Court of the Office of the U.S. Trustee,
      including, but not limited to, schedules of assets and
      liabilities, statements of financial affairs, and monthly
      operating reports;

   -- review the Debtors' financial information, including, but
      not limited to, analyses of cash receipts and disbursements,
      financial statement items and proposed transactions for
      which Bankruptcy Court approval is sought; and

   -- review and analyze reporting regarding cash collateral and
      any debtor-in-possession financing arrangements and budgets.

The hourly rates of Mesirow's personnel effective Jan. 1, 2013,
are:

         Senior Managing Director, Managing Director
           and Director                               $895 - $950
         Senior Vice President                        $725 - $795
         Vice President                               $625 - $695
         Senior Associate                             $495 - $595
         Associate                                    $295 - $445
         Paraprofessional                             $160 - $250

Fees for services rendered from Nov. 26, 2012, until Dec. 31,
2012, will be billed rates in effect at the time the services are
rendered.  The rates in effect for the period were:

         Senior Managing Director, Managing Director
           and Director                               $855 - $895
         Senior Vice President                        $695 - $755
         Vice President                               $595 - $655
         Senior Associate                             $495 - $555
         Associate                                    $315 - $425
         Paraprofessional                             $160 - $250

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

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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

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

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


AMF BOWLING: Wants Sale Process Concluded Before Plan Drafting
--------------------------------------------------------------
AMF Bowling Worldwide Inc., et al., ask the U.S. Bankruptcy Court
for the Eastern District of Virginia to extend their exclusive
periods to propose a plan and solicit acceptances of that plan
until June 10, 2013, and  Aug. 9, 2013, respectively.

The current exclusivity periods are set to expire on March 12, and
May 11, respectively, absent further order of the Court.

The Debtors relate that initially, they intended to commence a
plan process that ran parallel to the ongoing sale process.  Based
on further discussions with their major constituencies, however,
the Debtors have determined that it is most efficient to let the
sale process run its course before initiating the plan process.
By waiting for the conclusion of the sale process, parties
entitled to vote to accept or reject the plan of reorganization in
the Chapter 11 cases will have the benefit of a clear
understanding of the treatment of their claim under the Debtors'
proposed chapter 11 plan.

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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

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

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


ARCAPITA BANK: Exclusive Plan Filing Period Extended to Feb. 8
--------------------------------------------------------------
The Bankruptcy Court has further extended Arcapita Bank B.S.C.(c)
and its debtor subsidiaries and affiliates' exclusive filing and
exclusive solicitation periods through Feb. 8, 2013, and April 8,
2013, respectively.  The Debtors told the Court that the requested
extensions will allow the Official Committee of Unsecured
Creditors more time to provide them with additional inputs
regarding various inter-creditor issues.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Sexual Abuse Claim Disallowed as Tardy
----------------------------------------------------------------
Bankruptcy Judge Susan V. Kelley sustained the objection filed by
the Archdiocese of Milwaukee to Proof of Claim number 89 filed by
Roy Ebert for alleged sexual abuse.  Judge Kelley sided with the
Debtor, which sought summary judgment, arguing that the Claim
should be disallowed as time-barred under Wisconsin's statute of
limitations.

Mr. Ebert filed his claim on Sept. 15, 2011.  He alleged that
Father George Nuedling sexually assaulted him in 1963 when the
Claimant was an altar boy and fourth grade student at St. Lawrence
Catholic School in Milwaukee.

In support of its summary judgment motion, the Debtor filed an
affidavit of Attorney Francis LoCoco and appended copies of
correspondence from the Claimant and his attorney to the Debtor.
The Claimant sent an e-mail on April 28, 2002, in which he stated
that it was "well known among the boys, even in the church
rectory, not to stand with your back to this priest. . . ."  The
e-mail describes Nuedling's violent attack on the Claimant in the
school restroom and asks: "I just wonder how many other little
boys this evil man harmed?"

Barbara Reinke, director of the Debtor's Project Benjamin,
responded to the Claimant's e-mail and confirmed that Nuedling was
known to the Debtor as an offender, and was confronted before his
death.

On Jan. 17, 2003, Mr. Ebert's attorney, Daniel Stevens, wrote a
letter to Barbara Reinke.  The letter states that it is well-known
that Nuedling assaulted children since the 1960s for over 30
years.  The letter accuses the Debtor of responding to the reports
of abuse by reassigning Nuedling to another parish, "exposing
innocent victims to a monster."  The letter concludes: "I would
appreciate a response from you within 10 days from the date of
this letter, or I will advise Mr. Ebert to pursue other avenues."

On Feb. 5, 2003, the Debtor's attorney, Matthew Flynn, responded:
"The Archdiocese appreciates your reporting the matters set out in
your letter. However you seem to imply that the Archdiocese knew
in the 1960s that Fr. Nuedling was engaged in this kind of
conduct. In fact, the Archdiocese did not have knowledge of these
kinds of allegations against Fr. Nuedling at that time." The
response also invited Attorney Stevens to contact Attorney Flynn
"about what you are requesting for Mr. Ebert," and asserted that
"any litigation claims that you may be implying would be barred by
the statute of limitations." Attorney Flynn cited two Wisconsin
Supreme Court decisions as authority for his statement about the
statute of limitations.

The Debtor urges disallowance of the Claim under 11 U.S.C. Sec.
502(b)(1) because the Claim is "unenforceable against the debtor
. . . under any agreement or applicable law."  The applicable law
is Wisconsin's six-year statute of limitations for fraud.  The
Claimant responds that equitable estoppel bars the Debtor from
raising the statute of limitations.

According to Judge Kelley, "The Court feels a deep sympathy for
the abuse suffered by the Claimant and the adverse consequences he
has endured through no fault of his own.  But, under Wisconsin
law, the Court must enforce the statute of limitations if the
Claimant had enough information brought home to him about the
Debtor's fraud that would lead a reasonable person to investigate.

"Here, the Claimant's suspicions about the Debtor's conduct in
covering up and transferring Nuedling led the Claimant's attorney
to demand immediate answers from the Debtor or he would 'explore
other avenues.'  Unlike other claimants in this case who filed
affidavits stating that they did not know about the Debtor's
alleged fraud until recently, the record shows that the Claimant
suspected in 2003 at the latest that the Debtor covered up
Nuedling's atrocious activities.  Under these circumstances, the
six-year statute of limitations for the Claimant's fraud claim
expired prior to the Debtor's bankruptcy petition."

A copy of Judge Kelley's Jan. 31, 2013 Memorandum Decision is
available at http://is.gd/wevgFBfrom Leagle.com.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ASPEN GROUP: Projects $18 Million Revenue in 2015
-------------------------------------------------
Michael Mathews, the chief executive officer and Chairman of Aspen
Group, Inc., gave a presentation at the Company's 2013 Annual
Shareholders Meeting held on Jan. 31, 2013.

The Company discussed about Aspen University's competitive
advantages which include, among other things, exceptional adjunct
faculty, high course completion rates and high student
satisfaction rates.

Aspen projects that total revenues for 2015 will be $18 million
from $7.5 million of total revenues in 2013.  The Company also
expects that total student body for 2015 will reach 7,000 from
3,500 in 2013.

The Company has 56.3 million of outstanding shares, 10.3 million
of outstanding warrants and 6.9 million of outstanding options.

The PowerPoint presentation which was displayed at the Meeting is
available for free at http://is.gd/CgIkRc

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at Sept. 30, 2012, showed $5.34
million in total assets, $4.57 million in total liabilities and
$763,228 in total stockholders' equity.

"The Company had a net loss allocable to common stockholders of
$5,213,755 and negative cash flows from operations of $2,288,416
for the nine months ended September 30, 2012.  The Company's
ability to continue as a going concern is contingent on securing
additional debt or equity financing from outside investors.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


ATLANTIC COAST: ESOP Trust Discloses 5.3% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, The Atlantic Coast Financial Corporation
Employee Stock Ownership Plan Trust disclosed that, as of Dec. 31,
2012, it beneficially owns 138,757 shares of common stock of
Atlantic Coast Financial Corporation representing 5.3% of
2,629,061 shares of common stock outstanding as of Dec. 31, 2012.
A copy of the filing is available at http://is.gd/psjC0p

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company's balance sheet at Sept. 30, 2012, showed
$784.8 million in total assets, $741.7 million in total
liabilities, and stockholders' equity of $43.1 million.

                      Consent Order With OCC

On Aug. 10, 2012, the Company's Board of Directors of the Bank
agreed to a Consent order (the Agreement) with its primary
regulator, the OCC.  Among other things the Agreement provides
that by Dec. 31, 2012, the Bank must achieve and maintain total
risk based capital of 13.00% of risk weighted assets and Tier 1
capital of 9.00% of adjusted total assets.  As a result of
entering into the Agreement to achieve and maintain specific
capital levels, the Bank's capital classification under the Prompt
Corrective Action (PCA) rules has been lowered to adequately
capitalized, notwithstanding actual capital levels that otherwise
would be deemed well capitalized under such rules.

The Bank has satisfied all requirements under the Agreement to
date.  The Bank applied for and received OCC approval for an
extension to Dec. 8, 2012, to file its Strategic Plan and Capital
Plan.


ATLANTIC COAST: Regains Compliance with Nasdaq Market Value Rule
----------------------------------------------------------------
The Nasdaq Stock Market issued a letter to Atlantic Coast
Financial Corporation on Jan. 24, 2013, informing the Company that
it has regained compliance with the Nasdaq Global Market
requirement (Rule 5450(b)(1)(C)) that listed securities maintain a
minimum Market Value of Publicly Held Shares of $5 million.  The
Company regained compliance as its Market Value of Publicly Held
Shares was $5 million or greater for a minimum of ten consecutive
business days.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company's balance sheet at Sept. 30, 2012, showed
$784.8 million in total assets, $741.7 million in total
liabilities, and stockholders' equity of $43.1 million.

                      Consent Order With OCC

On Aug. 10, 2012, the Company's Board of Directors of the Bank
agreed to a Consent order (the Agreement) with its primary
regulator, Comptroller of the Currency of the United States of
America.  Among other things the Agreement provides
that by Dec. 31, 2012, the Bank must achieve and maintain total
risk based capital of 13.00% of risk weighted assets and Tier 1
capital of 9.00% of adjusted total assets.  As a result of
entering into the Agreement to achieve and maintain specific
capital levels, the Bank's capital classification under the Prompt
Corrective Action (PCA) rules has been lowered to adequately
capitalized, notwithstanding actual capital levels that otherwise
would be deemed well capitalized under such rules.

The Bank has satisfied all requirements under the Agreement to
date.  The Bank applied for and received OCC approval for an
extension to Dec. 8, 2012, to file its Strategic Plan and Capital
Plan.


ATP OIL: To Become One of Few E&Ps Not Paying Bank Debt in Full
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that oil and gas exploration and production companies
almost always pay their senior secured debt in full. Indeed,
Moody's Investors Service could find only one instance in 32
defaults during the past 25 years where E&P bank debt didn't pay
off in full.

Mr. Rochelle notes that ATP Oil & Gas Corp. is on the way to
becoming the second E&P whose senior secured creditors don't come
out whole.  In fact, it looks as though the loan financing the
Chapter 11 reorganization begun in August won't even be paid in
full.

The report notes that buyers currently are offering to purchase
pieces of the DIP loan for 81 cents on the dollar.  Markit Group
Ltd. says the ATP DIP loan is the lowest-priced among the 30 DIP
loans it tracks.  A DIP loan is a debtor-in-possession loan used
to finance a Chapter 11 reorganization.

ATP received approval in September for $250 million in new
borrowing power as part of a financing that converts about $365
million in pre-bankruptcy secured debt into a post-bankruptcy
obligation.  New financing is being provided by some of the same
lenders owed $365 million on a first-lien loan where Credit Suisse
Group AG serves as agent.  Bank of New York Mellon Trust Co. is
agent for the second-lien notes.  The new loan comes in ahead of
the existing second-lien debt.

ATP's $1.5 billion in 11.875% second-lien notes last traded for
7 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The notes have fallen 40% in price since Dec. 13.

                           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.

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.


AURASOUND INC: Taps Brian Weiss as Chief Restructuring Officer
--------------------------------------------------------------
The Board of Directors of AuraSound, Inc., appointed Brian S.
Weiss of BSW & Associates as the Company's Chief Restructuring
Officer, to lead the Company's restructuring effort.

Mr. Weiss, age 41, is the founder and Principal of BSWA.  Mr.
Weiss specializes in advising public and private companies in
complex transactions including business restructurings and
acquisitions/divestitures, Interim/Acting CFO services, and
complex SEC and GAAP issues.  Prior to founding BSWA in 2006, Mr.
Weiss served as Vice President of Finance, North America for Tomy
Co. Ltd.  Mr. Weiss is a certified public accountant.  Mr. Weiss
has a B.A. in Business from San Diego State University and an
M.B.A. from the University of Southern California.

On Dec. 18, 2012, the Company entered into an engagement agreement
with BSWA, which is controlled by Mr. Weiss.  Under the terms of
the Agreement, BSWA will perform services, including, but not
limited to:

   * Developing bankruptcy strategy;

   * Negotiating with creditors;

   * Preparing business analysis; and

   * Providing restructuring advice and assistance to the Company
     in developing a plan, if applicable, which would be the basis
     for a plan under Chapter 11 of title 11 of the Bankruptcy
     Code

In connection with the execution of the Agreement, the Company
paid BSWA an initial retainer in the amount of $30,000.  As
compensation for BSWA's services, the Company will pay BSWA fees
at the hourly billing rate of $325.  In addition, the Company will
reimburse BSWA for reasonable out-of-pocket expenses incurred in
connection with the provision of its services to the Company.

On Dec. 21, 2012, Mr. Robert Tetzloff resigned as Chief Executive
Officer of the Company.  Mr. Tetzloff remains a member of and the
Chairman of the Company's Board of Directors.  On Jan. 7, 2013,
Mr. Anthony J. Fidaleo resigned as Chief Financial Officer of the
Company.

The Company cautioned its stockholders that trading in shares of
its common stock during the pendency of the bankruptcy filing will
be highly speculative and will pose substantial risks.  Trading
prices for the Company's common stock may bear little or no
relationship to the actual recovery, if any, by holders thereof in
the Company's Bankruptcy Filing.  Accordingly, the Company urges
extreme caution with respect to existing and future investments in
its common stock.

                       About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

AuraSound, Inc., filed a voluntary petition (Bank. C.D. Cal. Case
No. 12-24400) on Dec. 12, 2012.  The Company will continue to
operate its business as a "debtor in possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.  The petition was signed by the Debtor's Acting
Chief Financial Officer, Anthony J. Fidaleo.  The Hon. Mark S.
Wallace presides over the case.  The Debtor is represented by
Winthrop Couchot PC.  The Debtor has scheduled assets of $2.2
million and scheduled liabilities of $42.8 million.


AXION INTERNATIONAL: Samuel Rose Hikes Equity Stake to 40%
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Samuel G. Rose disclosed that, as of Jan. 28,
2013, he beneficially owns 18,036,383 shares of common stock of
Axion International Holdings, Inc., representing 40% of the shares
outstanding.  Mr. Rose previously reported beneficial ownership of
15,764,783 common shares or a 37.4% equity stake as of Dec. 17,
2012.  A copy of the amended filing is available at:

                        http://is.gd/ClK39E

                      About Axion International

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

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

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

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


AXION INTERNATIONAL: Issues $1.2 Million Convertible Notes
----------------------------------------------------------
Pursuant to a Note Purchase Agreement dated Aug. 24, 2012, among
Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel
Rose, Allen Kronstadt and the other investors, the Company issued
and sold to the Investors an aggregate principal amount of
$1,250,001 of the Company's 8.0% convertible promissory notes.
The Notes are initially convertible into shares of the Company's
common stock, no par value, at a conversion price equal to $0.40
per share of Common Stock, subject to adjustment.  In
consideration for the issuance of the Notes and the Warrants, the
Investors paid the Company $1,250,001 in cash.

The Warrants are exercisable at an exercise price of $0.60 per
share of Common Stock, subject to adjustment.

A copy of the Form 8-K is available at http://is.gd/XgL5Gc

                      About Axion International

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

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

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

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


AXION INTERNATIONAL: MLTM Lending Hikes Equity Stake to 31.8%
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MLTM Lending, LLC, disclosed that, as of
Jan. 28, 2013, it beneficially owns 13,339,255 shares of common
stock of Axion International Holdings, Inc., representing 31.8% of
the shares outstanding.  MLTM Lending previously reported
beneficial ownership of 10,502,218 common shares or a 28.6% equity
stake as of Sept. 28, 2012.

On Jan. 28, 2013, MLTM purchased notes in the original principal
amount of $391,667 which is initially convertible into 979,168
shares of Common Stock, and an associated warrant to purchase
979,168 shares of Common Stock, in each case subject to adjustment
as provided on the terms of such Note and associated warrant.  The
total amount of funds used by MLTM to purchase that Note and
associated warrant was $391,667 in cash.

A copy of the amended filing is available at http://is.gd/QGqRrx

                      About Axion International

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

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

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

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


BBF REALTY: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BBF Realty Investments, LLC
        13375 SW 128 St # 108A
        Miami, FL 33186

Bankruptcy Case No.: 13-12054

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Zach B. Shelomith, Esq.
                  LEIDERMAN SHELOMITH, P.A.
                  2699 Stirling Rd # C401
                  Ft Lauderdale, FL 33312
                  Tel: (954) 920-5355
                  Fax: (954) 920-5371
                  E-mail: zshelomith@lslawfirm.net

Scheduled Assets: $4,003,566

Scheduled Liabilities: $2,846,411

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-12054.pdf

The petition was signed by Louis Biasi, manager.

Affiliates that earlier filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Juan Miguel Fernandez                  13-11926   01/29/13
Louis A. Biasi                         13-11962   01/29/13
Ricardo Luis Bandrich                  13-11923   01/29/13


BDRC LOFTS: Judge Won't Move Case to Ft. Worth Bankruptcy Court
---------------------------------------------------------------
Creditors of BDRC Lofts Ltd. failed in their bid to move the venue
of the Chapter 11 proceedings to the federal bankruptcy court in
Fort Worth, Texas.  Judge Craig A. Gargotta in Austin bankruptcy
court, where the case is pending, denied the creditors' request
and said, "It is not clear to the Court that transfer would serve
the interest of justice or make the bankruptcy proceedings more
convenient to the parties."

Before BDRC's bankruptcy filing, a group of creditors -- Lawsuit
Creditors -- filed a lawsuit against BDRC and related parties in
the 342nd Judicial District Court, Tarrant County, Texas, alleging
common law fraud and fraudulent conveyances.  The Lawsuit
Creditors secured a lis pendens on a portion of the property in
connection with this lawsuit.  BDRC filed a malpractice lawsuit
against the Lawsuit Creditors' counsel in their Tarrant County
lawsuit, Decker Jones McMarckren, McClane, Hall & Bates, P.C.,
Veronica Chavez Law, and Mark Dugan.  The malpractice lawsuit is
also taking place in the 342nd Judicial District Court of Tarrant
County, Texas.  The Lawsuit Creditors claim that BDRC filed for
bankruptcy in order to hinder and delay rulings in the Tarrant
County lawsuits.

A second group of Creditors -- HP Loft Association Creditors --
filed a Motion to Transfer Venue on July 27, 2012.  The HP Loft
Association Creditors later filed a Second Motion to Transfer
Venue on Aug. 1, 2012.  The Lawsuit Creditors filed a Motion to
Transfer Venue on Aug. 13, 2012. The Decker Jones Attorneys filed
a Motion to Transfer Venue on Aug. 28, 2012.  Each of these
motions to transfer venue seeks transfer to the Northern District
of Texas, Fort Worth Division.

After several continuances, the Court held a hearing on Jan. 18,
2013, to consider these various motions to transfer venue.  The
Decker Jones Attorneys stated that their Motion to Transfer Venue
is moot on the record at hearing.  The Lawsuit Creditors and the
HP Loft Association Creditors proceeded to argue their motions,
and the Court took them under advisement.

The Lawsuit Creditors include Victoria Powell, Bobby Powell,
Michael Crow, Deborah Crow, Beatrice Pardon, Jack Norris, Lee Ann
Ostermann, Ian McKee, Paul McKee, Teresa McKee, Porter Rainwater,
Doris Rainwater, Lachlan Cullen, Thomas S. Farr, Nancy O'Shea,
Mary Alegre, Arthur Kelly, Michele Kelly, Andrew C. de la Torre,
Kelsey Marquez de la Torre, Anne Godfrey, Wojtek Mozdyniewicz,
Jolanta Mozdyniewicz, Christine Donahue, Nat Baumer, Joane Baumer,
Lenel Freemyer, Elizabeth Goforth, Steven Lippert, Lynne Lippert,
George Arthur Read, and Stephanie Bobek.

The HP Loft Association Creditors include HP Loft Owners
Association, Victoria Powell, Steven Lippert, Lee Ann Ostermann,
Lynn Lippert, Jack Norris, Andrew C. de la Torre, Anne Godfrey,
Christine Donahue, Sandra McGlothin, Nancy O'Shea, and Joane
Baumer. A number of individuals belong to both the Lawsuit
Creditors group and the HP Loft Association Creditors group.

A copy of the Court's Jan. 31, 2013 Memorandum Opinion and Order
is available at http://is.gd/MKzUJxfrom Leagle.com.

BDRC Lofts Ltd. filed a voluntary Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 12-11559) on July 6, 2012, in the
Austin Division.  BDRC's purported reason for filing is to
facilitate the sale of real property free and clear of liens.  The
property represents the majority of BDRC's assets. It includes a
condominium unit and parking areas, all of which are located on
Houston Street in Fort Worth, Texas.

Judge Craig A. Gargotta oversees the case.  C. Daniel Roberts &
Associates P.C., serves as the Debtor's counsel.  In its petition,
the Debtor scheduled assets of $1,456,239 and liabilities of
$1,222,230.  A copy of the Company's list of its 13 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/txwb12-11559.pdf The petition was
signed by Bryan Dorsey, president of BDRC, Inc., general partner.


BHFS I LLC: Full-Payment Plan Declared Effective
------------------------------------------------
The effective date of BHFS I, LLC, et al.'s Modified Amended Joint
Consolidated Plan of Reorganization dated Dec. 13, 2012, occurred
on Jan. 2, 2013.

The Plan creates nine lasses of creditors and equity interest
holders.

The Plan was accepted by every voting creditor and every equity
interest holder.

Holders of claims in Classes 1, 5 and are not impaired and are,
thus, conclusively deemed to have accepted the Plan.

The balance owing under the allowed syndicated loan claim (Class
7) of $27 million will be repaid on a term of 5 years, through 59
monthly installments of principal and interest (floating rate
equal to 30-day LIBOR plus 300 bps), with the 60th payment being a
balloon payment.

Holders of general unsecured claims (Class 8) will each receive
50% of the principal amount of its claim in cash 10 business days
after the Effective Date.  The remaining 50% of the principal
amount, together will all applicable interest, will be paid in
cash on the first anniversary of the Effective Date.

Equity Interests in Subsidiary Debtors BHFS I, LLC, BHFS II,
LLC, BHFS III, LLC, BHFS IV, LLC, and BHFS Theater, LLC, are
preserved and retained under the Plan, and are transferred to
reorganized debtor Behringer Harvard Frisco Square, L.P., free and
clear of all claims, liens, interests, and encumbrances.

A copy of the order confirming the Plan is available at:

            http://bankrupt.com/misc/bhfs1.doc301.pdf

A copy of the Modified Amended Plan dated Dec. 13, 2012, is
available at: http://bankrupt.com/misc/bhfs.doc294.pdf

                         About BHFS I LLC

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BIONEUTRAL GROUP: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------------
BioNeutral Group, Inc., filed on Jan. 29, 2013, its annual report
for the fiscal year ended Oct. 31, 2012.

Marcum LLP, in New York, expressed substantial doubt about
BioNeutral Group's ability to continue as a going concern.  The
Company's independent accountants noted that the Company has
recurring losses, had a working capital deficiency of
approximately $1.6 million and an accumulated deficit of
approximately $55 million as of Oct. 31, 2012.

The Company reported a net loss of $2.4 million on $4,588 of
revenues in fiscal 2012, compared with a net loss of $2.8 million
on $53,579 of revenue in fiscal 2011.

The Company's balance sheet at Oct. 31, 2012, showed $10.0 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $7.6 million.

A copy of the Form 10-K is available at http://is.gd/xRIjqE

Morristown, New Jersey-based BioNeutral Group is a life science
specialty technology company that has developed a novel
combinational chemistry-based technology which it believes in
certain circumstances may neutralize harmful environmental
contaminants, toxins and dangerous micro-organisms, including
bacteria, viruses and spores.  It currently operates its business
through its subsidiary, BioNeutral Laboratories Corporation USA, a
corporation organized in Delaware in 2003.


BIOZONE PHARMACEUTICALS: Files Amendment No. 6 to 8MM Prospectus
----------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its Form S-1 relating to the
sale by Aero Liquidating Trust of up to 8,345,310 shares of the
Company's common stock.  All of these shares of the Company's
common stock are being offered for resale by the selling
stockholder.

The prices at which the selling stockholder may sell shares will
be determined by the prevailing market price for the shares or in
negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling stockholder.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholder's legal or accounting costs or commissions.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "BZNE.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Jan. 30, 2013, was $3.75 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/hgPSkk

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company does not have sufficient cash balances to meet working
capital and capital expenditure needs for the next twelve months.
In addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$8.25 million in total assets, $8.33 million in total liabilities
and a $74,927 total shareholders' deficiency.


BON-TON STORES: Morgan Stanley Hikes Equity Stake to 7.1%
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Morgan Stanley disclosed that, as of Dec. 31,
2012, it beneficially owns 1,225,501 shares of common stock of
Bon-Ton Stores Inc. representing 7.1% of the shares outstanding.
Morgan Stanley Capital Services LLC beneficially owns 1,061,837
common shares as of that date.

Morgan Stanley previously reported beneficial ownership of
896,827 shares or a 5.2% equity stake as of Sept. 27, 2012.

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

                        http://is.gd/K7LbMx

                       About Bon-Ton Stores

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

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

                           *     *     *

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

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


BON-TON STORES: Morgan Stanley Hikes Equity Stake to 7.1%
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Morgan Stanley disclosed that, as of Dec. 31,
2012, it beneficially owns 1,225,501 shares of common stock of
Bon-Ton Stores Inc. representing 7.1% of the shares outstanding.
Morgan Stanley Capital Services LLC beneficially owns 1,061,837
common shares as of that date.

Morgan Stanley previously reported beneficial ownership of
896,827 shares or a 5.2% equity stake as of Sept. 27, 2012.

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

                        http://is.gd/K7LbMx

                       About Bon-Ton Stores

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

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

                           *     *     *

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

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


C-SWDE348 LLC: Court Confirms Plan of Reorganization
----------------------------------------------------
The Bankruptcy Court confirmed on Oct. 5, 2012, C-SWDE 348, LLC's
Plan of Reorganization dated Dec. 1, 2010.

As reported in the TCR on April 8, 2011, the Debtors' Plan
contemplates the return of the Lantana Trails Master Plan in Las,
Vegas, Nevada, in full satisfaction of a promissory note in the
amount of $11,575,000 issued by the Debtor's parent for the
benefit of the lenders.  The return will occur by canceling the
equity interests in the Debtor currently held by the Debtor's
parent ad issuing Class A membership interests in the reorganized
Debtor to the Lenders on a pro rata basis.

In exchange for the cancellation of its common equity, the Parent
will receive Class B membership interests in the Debtor, which
will permit the Parent to receive only limited distributions from
the Debtor.  The Parent, as the holder of the Class B Membership
Interests, will have no voting rights other than with regard to
the dissolution of the reorganized Debtor as permitted by a new
operating agreement.  The purpose of the Plan is to effectively
transfer the ownership of the Property to the Lenders without the
necessity and expense of a foreclosure as well as to provide a
structure and mechanism to protect and improve and fully realize
the value of the Property of the Lenders.

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

            http://bankrupt.com/misc/C-SWDE348_ds.pdf

                       About C-SWDE348

Las Vegas, Nevada-based C-SWDE348, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 11-13942) on
March 21, 2011.  Scott Bogatz, Esq., at Bogatz & Associates, P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051) and
four affiliates filed for bankruptcy in 2009.  B-NWI1, LLC (Case
No. 10-15774) and nine other related entities sought bankruptcy
protection in 2010.  B-SCT1, LLC (Case No. 11-11560) and G-SWDE1,
LLC (Case No. 11-11991) filed Chapter 11 petitions in February
2011.  C-NW361, LLC, and five other affiliates sought bankruptcy
protection in March 2011


CANTOR COMMERCIAL: Moody's Assigns 'B1' Sr. Unsecured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Cantor Commercial Real Estate Company, L.P. and a B1 senior
unsecured debt rating to the proposed bond offering to be co-
issued by Cantor Commercial Real Estate Company, L.P. and CCRE
Finance Corporation. These are the first ratings Moody's has
assigned to the New York City-based commercial real estate finance
company focused on originating loans intended for distribution
through the commercial mortgage backed securities market. CCRE is
a subsidiary of Cantor Fitzgerald, L.P., who is a co-general
partner of CCRE and responsible for its day-to-day operations.

Ratings Rationale

The ratings reflect CCRE's mono-line business model as a
commercial real estate lender, which is a highly competitive
business. Moody's notes that although CCRE has posted good
profitability to date, it has a limited history and has been
operating amidst generally favorable market conditions since its
2010 inception. A high proportion of its revenues are derived from
securitization gains, which are highly volatile. An expansion of
its business model so as to derive a base of recurring revenues
would be viewed favorably. Moody's also commented that as a non-
bank finance company, CCRE relies on access to confidence-
sensitive, wholesale funding to finance its operations. The
proposed bond offering will expand its access to capital.

Offsetting the risks associated with CCRE's business model,
Moody's notes that the company benefits from a strong credit
culture and has originated high-quality collateral to date.
Leverage is reasonable and the company demonstrates sound
liquidity management. CCRE has no significant debt maturities
until April 2015 and benefits from USD675 million of secured
facilities that lack the ability to call margin based on credit
spread changes. This feature should help CCRE preserve liquidity
in times of market distress, and its continued access to
facilities with these types of terms is a key assumption
supporting the ratings.

Moody's also believes that the benefits derived from CCRE's
affiliation with Cantor Fitzgerald are important credit strengths.
The CF sponsorship provides CCRE with access to an extensive sales
and trading force (which helps with distribution) and a vast
brokerage network (through Newmark Grubb Knight Frank, a global
real estate services provider). CCRE also benefits from a flexible
cost structure due to its CF shared services agreement, which
should help the company reduce costs more easily during a market
downturn.

The stable rating outlook reflects Moody's expectation that over
the next 18-24 months CCRE will sustain, if not increase, its
recent pace of originations, while maintaining its disciplined
underwriting approach as evidenced by higher quality collateral.
Moody's also expects CCRE will retain modest leverage, operating
at the upper end of its targeted range (0.75x-1.5x debt/equity)
only just prior to a securitization, and continue to lengthen its
debt maturity schedule.

A ratings upgrade is unlikely over the intermediate term, but
would likely reflect CCRE diversifying its business mix so as to
reduce reliance on securitization gains, more predictable
earnings, maintenance of high credit quality over a sustained
period of time, and maintenance of modest average leverage in line
with historical levels.

The ratings could be downgraded if CCRE experiences deterioration
in asset quality, difficulty distributing its collateral, reduced
liquidity cushion as evidenced by modest cash balances and a
weighted average debt maturity of less than two years, loss of
affiliation with Cantor Fitzgerald, increased exposure to market-
based margin calls due to a change in terms of loan agreements.

The following ratings were assigned with a stable outlook:

Cantor Commercial Real Estate Company, L.P.

  -  Ba3 corporate family rating
  -  B1 senior unsecured debt rating

* Unsecured Debt being co-issued by Cantor Commercial Real
   Estate Company, L.P. and CCRE Finance Corporation

Cantor Commercial Real Estate Company, L.P. is a commercial real
estate finance company headquartered in New York, NY.

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


CANTOR COMMERCIAL: S&P Assigns B+ ICR; B Rating on $250MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+' issuer
credit rating on New York-based Cantor Commercial Real Estate Co.
L.P. (CCRE).  The outlook on the ratings is stable.  At the same
time, S&P assigned a 'B' rating on the company's proposed issuance
of $250 million in senior unsecured notes.

"Our ratings on CCRE reflect the company's monoline business and
concentration in commercial real estate, its dependence on
repurchase agreement funding facilities, its short operating
history, and a limited partnership agreement that allows for
dissolution if CCRE fails to reach an IPO or sale by July 18,
2013," said Standard & Poor's credit analyst Brendan Browne.  "The
company's strong profitability, its position as one of the largest
originators and sellers of CRE loans, and the operational and
distribution support from Cantor Fitzgerald L.P. are positive
rating factors."

The company's total focus on originating and selling CRE loans
limits the rating.  That concentration exposes the company to
changes in CRE prices, loan demand, and the securitization market,
which have proven volatile historically.  S&P believes the
currently attractive market conditions should translate into
strong earnings and cash flows.  However, any material changes in
CRE markets could result in sharp reductions in profitability and
a weaker financial position.

CCRE depends on repurchase agreement funding lines that give its
lenders discretion to reject new loans for any reason, which is a
negative rating factor.  For instance, a lender could refuse to
finance new loans if it lost confidence in CCRE's underwriting,
the lender itself had liquidity pressures, or for any other reason
(although it would continue to finance loans already in the
facility).  One of the company's four funding lines, representing
about 30% of CCRE's funding capacity, also allows for margin calls
at the lender's discretion.  That lender could conceivably mark
down the loans securing the CCRE credit facility, potentially
requiring CCRE to post additional collateral or pay down the line.

The company protects against these funding and liquidity risks by
maintaining low leverage and ample liquidity.  CCRE reported a
debt-to-equity ratio of 0.9x as of Sept. 30, 2012, and S&P expects
the company will maintain leverage of less than 1.5x over the next
year.  It also had $132 million of cash on its balance sheet, and
S&P believes it will hold at least $30 million to $40 million.

The outlook is stable.  S&P could lower the rating if leverage
rises above 1.5x or if cash falls to less than $30 million.  S&P
could also lower the rating if conditions in CRE markets
deteriorate significantly, causing profitability and cash flows to
drop substantially.  Although unlikely, S&P could lower the rating
significantly if ownership chooses to dissolve the firm after
July 18, 2013.  However, S&P believes any dissolution process
would be deliberate and all debt would be repaid.

S&P could raise the rating over time as CCRE establishes a longer
track record, diversifies its business, and maintains a strong
financial profile.  For instance, S&P could raise the rating if
the company reaches an IPO, builds more permanent capital, and
continues to operate with low leverage.


CAPITOL BANCORP: Still Needs Investor for Reorganization Plan
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd.'s bid for a quick exit from
bankruptcy hit a first snag when affiliates of Valstone Partners
LLC declined to proceed with a tentative agreement to fund the
reorganization by paying $50 million for common and preferred
stock while buying $207 million in face amount of defaulted
commercial and residential mortgages.

According to the report, Lansing, Michigan-based Capitol had hoped
financing would have been arranged in time for approval of the
plan last week.  Instead, Capitol moved the approval hearing back
to March 5, saying more time is needed to complete discussions
with potential investors.  "Tax complexities," according to
Capitol, are contributing to the delay.

The Chapter 11 petition filed in Detroit, Mich., was accompanied
by a reorganization plan already accepted by the requisite
majorities of creditors and equity holders in all classes.
Assuming it isn't changed, the original plan would exchange debt
and trust-preferred securities for equity.  Holders of $6.8
million in senior notes would see a full recovery by receipt of
new stock.  Holders of $151.3 million in trust-preferred
securities would take equity worth $50 million, for a one-third
recovery.  Holders of $5 million in preferred stock would have a
20% recovery from new equity, while common stockholders would take
stock worth $15 million.

Several of the bank subsidiaries, which didn't file bankruptcy,
are "dangerously close" to having inadequate capital and being
taken over by regulators, the company said in a court filing,
according to the report.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth
$15 million.


CATALYST PAPER: Completes $13.5-Mil. Sale of Snowflake Mill
-----------------------------------------------------------
Catalyst Paper has completed the U.S. Court approved sale of the
Snowflake assets and shares of Apache Railway.  The Hackman
Capital-led buyer group purchased the assets of the closed
Snowflake facility and the shares of Apache Railway for
US$13,460,000 and other non-monetary consideration.  The
transaction received local support from the Town of Snowflake and
other interests, based on the buying group's intention to continue
to operate the Apache Railway as a going concern.

"The successful completion of this transaction will assist
Catalyst in reducing its interest obligations and improve overall
liquidity," said president and chief executive officer Kevin J.
Clarke.  "With challenging markets and currency impacts to contend
with, we are maintaining tight control of spending on all fronts
and making the sale of all remaining non-core assets a priority."

Aided by the sale of the Snowflake assets and the sale of
inventories and realization of accounts receivable associated with
the Snowflake closure, Catalyst has been able to repay
substantially all of its cash drawings under its ABL facility
leaving only customary letters of credit and a minimal cash
drawing outstanding under the facility at this point in time.
Drawings under the ABL facility fluctuate with Catalyst's working
capital needs from time to time.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

In the Sept. 17, 2012, edition of the TCR, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of Compromise and
Arrangement under the Companies' Creditors Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CENTAUR ACQUISITION: Moody's Rates $185-Mil. Secured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating to Centaur Acquisition,
LLC. Moody's also assigned B1 ratings to the proposed first lien
senior secured credit facilities, consisting of a USD20 million
revolving credit facility due 2018 and USD460 million term loan
due 2019. Moody's also assigned a Caa1 rating to the proposed
USD185 million second lien senior secured term loan due 2020. The
ratings outlook is stable.

Centaur Acquisition, LLC will use proceeds from the proposed debt
to fund the acquisition of Indiana Grand Casino & Indiana Downs
racetrack, which are the primary assets of Indianapolis Downs,
LLC. As part of the acquisition, New Centaur, LLC and the existing
sponsor group will also contribute USD342 million in the form of
cash, rolled equity, and existing and new unsecured PIK loans due
2026 (unrated). The proposed and existing unsecured PIK loans are
an obligation of Centaur Holdings, LLC, which wholly-owns New
Centaur, LLC. The acquisition is expected to close in February.
The ratings of the proposed credit facilities are subject to
review of final documentation.

Centaur Acquisition, LLC

  Corporate family rating at B3

  Probability of default rating at B3-PD

  Proposed USD20 million first lien senior secured revolving
  credit facility due 2018 at B1 (LGD2, 28%)

  Proposed USD460 million first lien senior secured term loan due
  2019 at B1 (LGD2, 28%)

  Proposed USD185 million second lien senior secured term loan
  due 2020 at Caa1 (LGD5, 75%)

Ratings Rationale

The B3 CFR reflects the company's high initial pro forma leverage
and Moody's expectation that debt to EBITDA will only decline to
the 6.5 times range over the next 12 to 18 months (Moody's
adjusted and including the proposed transaction). The rating also
captures execution risk in terms of the realization of cost
synergies and the prospects for increased competition,
particularly from Ohio and other neighboring states. While the
transaction increases scale, the rating also considers a high
concentration of assets in the same geographic region.
Specifically, Hoosier Park Racing & Casino and Indiana Grand are
near Indianapolis, thus exposing both properties to similar
economic and competitive risks.

Notwithstanding these concerns, the rating derives support from
expected EBIT to interest coverage in excess of 1.5 times and
modestly positive free cash flow (supported by a very low interest
rate on the unsecured PIK loans). The rating also benefits from
relatively stable demand trends for Hoosier Park and Indiana
Downs, their established market positions with favorable
demographics, the potential realization of meaningful synergies,
and expected earnings improvement from a Tax Settlement Agreement
that will take effect when Centaur Acquisition acquires Indiana
Grand. Both locations are somewhat insulated from new competition
given that a large portion of their customers are drawn from the
immediate area.

The stable outlook reflects Moody's expectation that combined
revenue trends will not weaken despite increasing competitive
pressures and that operating margins will expand through the
realization of operating synergies and from the benefit of the Tax
Settlement Agreement. The outlook also reflects Moody's
expectation that the company will maintain a good liquidity
profile, including capacity under its revolving credit facility
and room under financial maintenance covenants.

The ratings could be downgraded if the soft economy or increased
competitive pressures cause revenues to fall or synergy
realization is less than anticipated such that debt to EBITDA
fails to decline below 7.0 times and/or EBIT to interest is well
below 1.5 times over the next 12 to 18 months. A material
weakening of the company's liquidity profile, such as reduced
cushion under covenants, could also pressure the ratings.

A ratings upgrade would require the company to execute on its cost
synergy plans and demonstrate growth in the face of increasing
competition such that debt to EBITDA is sustained below 5.5 times
and EBIT to interest exceeds 2.0 times.

The principal methodology used in this rating was the Global
Gaming 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.

Centaur Acquisition, LLC, owns and operates Hoosier Park Racing &
Casino, a casino and race track located approximately 35 miles
northeast of Indianapolis, Indiana. Hoosier Park currently
features 1,886 slot machines and 19 electronic table games. The
company is planning to acquire Indiana Grand Casino & Indiana
Downs, which is located 25 miles southeast of downtown
Indianapolis and features 1,953 slots and 25 electronic gaming
tables. The companies reported combined revenues of USD478 million
for their fiscal-years ended December 31, 2011.


CENTRAL EUROPEAN: Annual General Meeting Set for March 26
---------------------------------------------------------
The board of directors of Central European Distribution
Corporation has scheduled CEDC's annual general meeting of
shareholders for Tuesday, March 26, 2013, and has fixed the close
of business on Friday, March 1, 2013, as the record date for the
determination of shareholders eligible to vote at the annual
general meeting or any adjournment or postponement thereof.

                            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.


CENTRAL FEDERAL: Therese Liutkus Quits as Treasurer & CFO
---------------------------------------------------------
Therese Ann Liutkus submitted her resignation as Treasurer and
Chief Financial Officer of Central Federal Corporation and CFBank,
effective Feb. 8, 2013.  Central Federal Corporation and CFBank
expect to name a replacement in the near future.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$222.13 million in total assets, $197.76 million in total
liabilities and $24.36 million in total stockholders' equity.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CELL THERAPEUTICS: Estimates $8.6-Mil. Net Loss in December
-----------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company estimated a net loss attributable to common
shareholders of US$8.58 million on US$0 of net revenue for the
month ended Dec. 31, 2012, compared with a net loss attributable
to common shareholders of US$5.79 million on US$0 of net revenue
during the prior month.

Estimated research and development expenses were US$3.1 million
and US$3.6 million for the month of November 2012 and December
2012, respectively.  There were no convertible notes outstanding
as of Nov. 30, 2012, and Dec. 31, 2012.

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

                        http://is.gd/pk6qwf

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CHAMPION INDUSTRIES: Incurs $22.9-Mil. Net Loss in Fiscal 2012
--------------------------------------------------------------
Champion Industries, Inc., filed on Jan. 29, 2013, its annual
report on Form 10-K for the fiscal year ended Oct. 31, 2012.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern.  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.

"Our ability to operate is dependent on our ability to complete a
restructuring or refinancing of the existing debt, due to the
Company's inability to satisfy short term obligations with
currently available funds, primarily related to the maturity of
its credit obligations to a syndicate of banks in June of 2013 or
earlier if the Company is unable to comply with the multitude of
covenants in its Restated Credit Agreement many of which are
beyond the direct control of the Company.  Therefore, the Company
believes there is a reasonable possibility of default at or before
March 31, 2013, and our ability to operate as a going concern is
dependent on our ability to address our current credit situation."

The Company reported a net loss of $22.9 million on $104.4 million
of revenues in fiscal 2012, compared with a net loss of
$4.0 million on $104.5 million of revenues in fiscal 2011.

The Company reported an operating loss of $8.9 million in 2012 as
compared to $4.4 million in 2011.

The newspaper segment reported an operating loss of $9.0 million
in 2012 compared to an operating loss of $6.3 million in 2011.
The printing segment reported an operating loss of $1.8 million
for 2012 and an operating loss of $0.5 million in 2011.   The
office products and office furniture segment reported operating
profits of $1.9 million in 2012, compared to operating profits of
$2.4 million in 2011.

The Company's effective tax rate for 2012 and 2011 was a negative
(84.9%) and a benefit of 36.7%.

The Company's balance sheet at Oct. 31, 2012, showed $47.9 million
in total assets, $49.3 million in total liabilities, and a
stockholders' deficit of $1.4 million.

A copy of the Form 10-K is available at http://is.gd/WdiTQ3

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.


CHINA GREEN: Albert Wong Replaces Madsen as Accountants
-------------------------------------------------------
China Green Creative, Inc., dismissed Madsen & Associates CPA's,
Inc (Madsen) as its independent registered accounting firm ,

Madsen reported on the Company's financial statements for the
years ended Dec. 31, 2011, and 20110.  Their opinion did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified as to uncertainty, audit scope, or accounting principles
but was modified as to a going concern.

The dismissal was not a result of any disagreement with the
accounting firm.

Immediately following the dismissal of Madsen, the Company's Board
of Directors commenced contacting and interviewing other auditors
in order to engage another firm as the Company's independent
auditor.  Effective Jan. 30, 2013, the Company engaged Albert Wong
& Co as its new Independent registered public accounting firm.
The decision to engage Albert Wong & Co was approved by the
Company's board of directors.  During its two most recent fiscal
years, and during any subsequent interim period prior to the date
of Albert Wong & Co's engagement, the Company did not consult the
new auditor regarding either: (i) the application of accounting
principles to a proposed or completed specified transaction, or
the type of audit opinion that might be rendered, and neither a
written report nor oral advice was provided that was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing, or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement or reportable
event within the meaning set forth in Regulation S-K, Item 304
a(1)(iv) or (a)(1)(v).

                        About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

After auditing the 2011 results, Madsen & Associates CPA's, Inc.,
in Salt Lake City, Utah, expressed substantial doubt about China
Green Creative's ability to continue as a going concern.  The
independent auditor noted that the Company does not have the
necessary working capital to service its debt and for its planned
activity.

The Company reported a net loss of $344,901 on $1.93 million of
revenues for 2011, compared with a net loss of $3.35 million on
$2.78 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $5.43 million
in total assets, $7.43 million in total liabilities, and a
$2 million total stockholders' deficit.


CNL LIFESTYLE: Moody's Affirms 'Ba3' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed the senior unsecured and
corporate family ratings of CNL Lifestyle Properties, Inc. at Ba3.
The outlook remains stable. The rating affirmation reflects the
company's conservative financial policy as evidenced by its modest
leverage and secured debt levels and minimal lease roll-over due
to its long-term triple-net lease structure. Furthermore, the
rating incorporates the company's focus in asset types that are
vulnerable to cyclical discretionary spending and Moody's concerns
regarding tenant concentration risk.

The following ratings were affirmed with a stable outlook:

  CNL Lifestyle Properties, Inc.

    Corporate family rating at Ba3
    Senior unsecured rating at Ba3

Ratings Rationale:

Key credit strengths supporting CNL Lifestyle Properties' ("CLP")
Ba3 senior unsecured rating include the company's moderate
leverage as measured by effective leverage (debt + preferred as a
% of total debt) and net debt to EBITDA. As of the end of the
third quarter, effective leverage and net debt to EBITDA were 31%
and 5.5x, respectively (albeit higher when including CLP's share
of unconsolidated JVs).

CLP has grown over the past two years, increasing its gross asset
base to USD3.6 billion from USD3.1 billion. Most notably, the
company's recent acquisitions have primarily been in the senior
living space. Moody's believes that the company's senior living
facilities helps to diversify CNL Lifestyle Properties' leisure-
centric portfolio and provides stability to its portfolio of asset
classes that have exposure to seasonality and healthy consumer
spending. Still, CLP's portfolio has experienced high degrees of
volatility due to operating pressures and a sluggish macro-
economic environment, particularly in its golf and attractions
segments. Fixed charge coverage has weakened in the last several
quarters but improved to 2.7x for 9M12 (typically a strong quarter
due to seasonality). Moody's notes that CLP's current coverage has
modest cushion to absorb some negative impact on earnings.

Offsetting these credit strengths are CLP's large tenant
concentrations with a few operators, magnifying the effects on
earnings should these tenants run into financial difficulties. The
rating is also constrained by the company's lack of unencumbered
assets and relatively small line of credit at USD125 million.
However, near-term debt maturities are manageable with USD19
million and USD73 million coming due in 2013 and 2014,
respectively. Furthermore, the company continues to raise capital
through its distribution reinvestment plan, receiving aggregate
proceeds of USD55 million as of 3Q12. Moody's expects CLP to
continue to maintain adequate liquidity to fund its capital needs.

The stable outlook reflects Moody's expectation that CNL Lifestyle
Properties will at a minimum maintain its conservative capital
structure while improving operating performance across its
diversified portfolio of lifestyle assets.

According to Moody's, upward rating movement would require growing
the unencumbered asset base closer to 50% of gross assets coupled
with strong EBITDAR property coverage ratios; secured debt below
10% of gross assets; and reduced tenant concentration with top
three tenants representing less than 25% of total property income.
A ratings upgrade is unlikely in the near-term.

Downward rating pressure would likely be precipitated by material
shifts in discretionary spending impacting demand for CNL
Lifestyle's properties. Also, fixed charge coverage falling below
2.0x on a consistent basis; secured debt over 30% or any decrease
in the quality or size of the unencumbered asset pool would also
lead to a ratings downgrade. Any liquidity challenges will also
place downward pressure on the ratings.

Moody's last rating action with respect to CNL Lifestyle
Properties, Inc. was on March 24, 2011 when Moody's assigned a Ba3
senior unsecured and corporate family rating with a stable
outlook.

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


COMMERCIAL VEHICLE: S&P Revises Outlook to Positive; Affirms B CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on New Albany, Ohio-based Commercial Vehicle Group Inc.
(CVG) to positive from stable.  S&P affirmed its 'B' corporate
credit rating on the company, along with all related issue-level
ratings on the company's debt.

The ratings on CVG reflect the company's "aggressive" financial
risk profile and "vulnerable" business risk profile.

CVG's aggressive financial risk profile reflects its trailing-12-
month lease-adjusted leverage of 3.6x as of Sept. 30, 2012
(compared with 5.2x in the prior period), free operating cash flow
(FOCF) to debt of 5.9% (compared with negative FOCF in the prior
period), and EBITDA interest coverage of 3.4x (compared with
2.6x).  The leverage decrease resulted entirely from higher
EBITDA, rather than debt reduction, because of the expanding Class
8 commercial truck build rate in North America and operational
execution.  To maintain debt leverage below 4x in 2013 while
facing weakening end markets, the company's operational expertise
must excel, including a highly flexible labor force.

"The company's vulnerable business risk profile reflects
geographic, market, and customer concentration, along with end-
market cyclicality and exposure to commodity costs," said Standard
& Poor's credit analyst Nancy Messer.  CVG has somewhat
diversified its end market diversity in recent years through
acquisitions, but it remains dependent on the economically
sensitive heavy duty truck and construction equipment industries.
We believe CVG will continue pricing products to incorporate
incremental raw material cost increases, as it has historically.
Other business risk factors that could pressure profits include
limits on credit availability for truck buyers and potential price
concessions to customers," S&P noted.

CVG derives about 45% of its revenues from sales to the highly
cyclical Class 8 truck market in North America.  Some of the
company's other markets -- construction (25% of revenues), for
example -- are also cyclical, while aftermarket (14%) is less
volatile.  Although the construction equipment market sales
contribute some diversity to the earnings stream, S&P views this
market as weak and volatile, despite some positive trends in the
Asian construction business.  Expansion into emerging markets will
ultimately provide more market diversity for CVG, but S&P expects
Class-8 sales to provide a significant portion of the company's
revenues for the next several years.

CVG supplies a concentrated group of large, price-sensitive
commercial-truck original equipment manufacturers (OEMs).  The
company's top five customers accounted for 65% of its 2011 sales,
and S&P don't expect that exposure to change materially through
2013.  If the weakness in the North American Class-8 market that
S&P expects in 2013 were to become a full down-cycle, CVG's
customers could in-source cab assembly to use excess capacity in a
downturn.

CVG's business is concentrated in North America, where it
generated 76% of its 2011 revenues; S&P expects incremental but
not material diversification of its footprint in the year ahead.
The company has modestly diversified end-market exposure in recent
years, but S&P do not expect significant changes in 2013.  The
company generated the balance of sales from the company's
operations in Europe, Asia, Australia, and Mexico.

North American heavy-duty truck production more than doubled in
2011 from the recent 2009 trough, but 2012 builds increased only
about 10%.  S&P believes the build rate may decrease as much as
10% year over year in 2013 because of the weak economy and housing
market.  Growth in Europe, China, and the U.S. medium-duty truck
market has decelerated, and S&P expects this trend to continue in
2013.  Production volumes likely reached 283,000 units in 2012,
far below the 2006 production peak of 376,000 units.  In S&P's
opinion, a long-term replacement trend of 220,000 to 230,000
trucks per year is sustainable in North America.  The up-cycle
that began in 2009 is a result of the relatively high average age
of the U.S. Class 8 truck fleet, combined with improving truck
tonnage, among other factors.

CVG designs, engineers, and produces structural components of
truck cabs, including frame sleeper boxes and cab-related interior
products for the commercial-truck markets.  The company's products
include seating, electronic wire harness assemblies, and interior
trim systems.  S&P expects CVG to continue to diversify its
product offerings and global footprint in the year ahead through
relatively small, timely, specific acquisitions, as it has done
throughout its existence as a public company.

"Our positive rating outlook on CVG means there is a one-third
probability that we could raise the ratings in the next year.  To
raise the ratings, we would need to see that expanding markets
could improve CVG's operating efficiencies and enable it to
increase earnings enough to reduce leverage and increase cash
flow in 2013.  This could allow for us to revise our business
profile assessment to weak from vulnerable and to raise the
corporate credit rating.  To raise the rating, we would need to
believe that CVG will be able to maintain its lease-adjusted
leverage of 3.6x or lower, FOCF to debt of 6%, and EBITDA interest
coverage of 3.5x over the next year despite our expectation for
weak demand in the company's North American Class 8 truck market
and its global construction market in the year ahead.  This could
occur if EBITDA, including our adjustments, were to increase to
$80 million or better and improve from that point.  To raise the
rating, we would also need to believe the revolving credit
facility could be refinanced and that no transforming acquisitions
had transpired.  This assumes management is able to manage its
above-average growth plan (doubling revenues in five years from
the 2011 level) while avoiding higher leverage for acquisitions or
negative cash flow from prolonged investment in working capital,"
S&P added.

And, for an upgrade, S&P would need to believe that the company's
market position and operating execution are sufficiently robust to
withstand the possible downturn in commercial-vehicle production
volumes in North America beginning in 2014 after reaching a
plateau, without causing free cash flow to turn negative.

"Alternatively, consistent with our base case, we could revise the
outlook to stable if we begin to believe that the North American
heavy duty truck weakness will be worse than we project or if the
global economic recovery falters, thereby preventing CVG from
sustaining the financial measures that we expect for an upgrade.
For the current rating, we expect leverage, per our calculation,
to remain below 5x.  Moreover, we expect funds from operations to
total debt of 15% or higher and a break-even or positive FOCF in
2012.  For the 12 months ended Sept. 30, 2012, the company had
leverage of 3.6x and funds from operation to debt of 20.5%," S&P
said.


COMMUNITY FINANCIAL: Cultivate Discloses 6.7% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Cultivate, LLC, and Michael T. Keough disclosed that,
as of Dec. 21, 2012, they beneficially own 400,000 shares of
common stock of Community Financial Shares, Inc., representing
6.71% based on 5,560,567 shares of common stock issued and
outstanding as of Dec. 21, 2012, plus 300,000 shares of common
stock issuable upon conversion of shares of Series C Preferred
Stock.  A copy of the filing is available at http://is.gd/XlCJWx

                     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 TOWERS: Has OK to Hire ACM Capital as Financial Advisors
------------------------------------------------------------------
Community Towers I, LLC, et al., obtained authorization from the
U.S. Bankruptcy Court for the Northern District of California to
employ ACM Capital Partners, LLC as financial advisors.  ACM
Capital, as financial advisor, will assist the Debtors in (a)
analysis and negotiations regarding their secured debt with their
prepetition lender CIBC, Inc.; (b) development of a restructuring
plan with respect to the secured debt and negotiations with CIBC
related thereto; (c) obtaining new debt financing; and (d) other
matters.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


COMSTOCK MINING: Provides Production Update, 2013 Outlook
---------------------------------------------------------
Comstock Mining Inc. announced unaudited production, revenues and
operational costs for 2012, and its 2013 outlook.

Revenues

The Company commenced full mining activities in August 2012, and
began pouring gold and silver in late September 2012.  Metal
shipments in the fourth quarter 2012 totaled $5.4 million, with
gold revenues of $4.5 million and silver revenues of $0.9 million.
Silver is accounted for as a by-product credit for financial
reporting purposes.  The Company is ramping up its production and
plans to achieve a sustained production rate of 400 gold-
equivalent ounces poured per week, or over 20,000 gold-equivalent
ounces per annum.  Since pouring commenced, the Company has
averaged 223 gold-equivalent ounces poured per week.  During the
past eight weeks, the Company averaged 250 gold-equivalent ounces
poured per week and in the past two weeks averaged over 300 gold-
equivalent ounces poured per week.  The Company is successfully
and continuously adjusting its operations to improve grade,
maximize yields and increase tons crushed and stacked.  The
Company continues to advance activities in each of these areas on
a weekly basis keeping it on track for achieving the 400 gold-
equivalent ounce target rate, by late April 2013.

Comstock's Chief Executive Officer, Corrado De Gasperis commented,
"Over the past three months, we have successfully transitioned
into production with less than optimal mining and hauling
conditions and have begun growing our weekly metal pours toward
our immediate objective of 400 gold-equivalent ounces per week.
Costs have been reduced from a primarily construction and ramp up
mode into a stable production mode, and have since been further
reduced."

The Company has also crushed and stacked over 360,000 dry tons of
mineralized material since production began, delivering 6,519
estimated ounces of recoverable gold and over 55,770 estimated
ounces of recoverable silver to the leach pad, positioning the
Company well for sustained growth.  Material placed on the heap
leach pad remains under solution until the target recovery rates
are achieved.  Throughout this period, the recovery of gold and
silver continues, but the most effective economic recovery of gold
and silver takes between 45 to 60 days to complete.  The portion
of the heap under leach the longest, 80 days, has recovery of gold
estimated at 67% and the recovery of silver estimated at 51%.
Preliminary laboratory metallurgical test results provide the
Company confidence that ultimate heap leach recovery will meet or
exceed the expected 70% for gold and 45% for silver.

Through Dec. 31, 2012, the Company realized an average price of
$1,744.36 price per ounce of gold, including the benefits of the
first commemorative bar, and a $32.56 average sales price per
ounce of silver.  In comparison, commodity market prices in the
fourth quarter of 2012 averaged $1,721.79 per ounce of gold and
$32.68 per ounce of silver.

Operating Costs

The Company plans on announcing its audited 2012 Annual financial
statements on March 14, 2013.

The Company previously provided estimates of the Lucerne Mine's
annual operating expenses, including mining, processing, royalties
and mine administration costs of approximately $13.3 million per
annum plus $3 million of higher costs associated with temporarily
using the longer, alternative haul route, or a total of $16.3
million per annum.

During the fourth quarter 2012, actual Lucerne Mine operating
expenses were approximately $4.1 million (an annualized rate of
approximately $16.5 million), including the higher haulage costs.
Continued cost optimization resulted in December 2012 with mine
operating costs of $1.3 million, further reducing our annualized
spend rate to approximately $15.5 million and below plan.

The estimated operating expenses do not include corporate
administration or other general and administrative costs, nor do
they include exploration and mine development costs.  Exploration
and mine development activities were completed in early December
2012, with approximately $1.7 million expended.  The Company is
not currently drilling and does not plan on resuming these
activities until the Lucerne Mine stabilizes at the 400 gold-
equivalent ounce weekly production rate.

The Company has completed the updated resource estimates for the
Lucerne Resource Area.  Behre Dolbear & Company (USA), Ltd., of
Denver Colorado is currently completing a technical report with
their analysis and recommendations.  The Company plans to release
the highlights of this important work next week, and then publish
Behre Dolbear's full technical report soon thereafter.

Federal Permitting and Lot 51

The Company has also made extensive, positive progress with the
BLM regarding accessing the primary haul road between the Lucerne
Mine and the processing facility in American Flat.  Late in the
fourth quarter of 2012, the Company and the BLM entered into a
Memorandum of Understanding (MOU) to expedite the remainder of the
permitting process for the Lucerne Right of Way permit.  In
January, the BLM launched the public scoping (a process for
determining the scope of potential public issues) for comments
associated with this permit application.  The relevant public
meetings have already been completed, with strong public support.
In addition, the BLM is also concurrently processing a Color of
Title permit application to resolve and recover the use of Lot 51,
one of the main blocking factors limiting the use of the Company's
existing haul road.  Recent discussions with the BLM have been
very positive and acceptance of the application would represent a
breakthrough allowing more expedient use of Lot 51 and potentially
significant hauling efficiencies.

2013 Outlook

In the last three months, modifications and optimizations have
been engineered into the Company's mine planning, hauling,
crushing and recovery systems.  The Company has updated its
financial analysis for the Lucerne Mine and anticipates annual
operating expenses, including mining, processing, royalties and
mine administration costs of approximately $13 million per annum,
plus approximately $2.25 million of additional, annual haulage
costs, with a production schedule currently processing at the rate
of one million tons per annum.  The Company currently anticipates
production rates beyond the 400 gold-equivalent ounces per week in
the second half of the year, ultimately achieving between 18-
20,000 actual gold-equivalent ounces produced in 2013.  The
Company believes its liquidity and capital resources are
sufficient for achieving its objectives. These production rates
and costs are not only expected to result in positive cash
performance, but the cash flows are anticipated to be sufficient
for debt service and the resumption of self-funded development
drilling by the Comstock team.

Mr. De Gasperis concluded, "Our revenue growth and expense
management is positively impacting our liquidity, stability and
ultimately, our growth. We are further minimizing mining costs
across our system.  We have also significantly reduced or
eliminated external legal, administrative, environmental and
regulatory costs associated with non-routine activities,
positioning us well for 2013 growth."

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

                        About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.


CONSTELLATION BRANDS: Antitrust Case No Impact on Moody's Ba1 CFR
-----------------------------------------------------------------
Moody's Investors Service reports that the Department of Justice
antitrust lawsuit challenging Anheuser-Busch Inbev's (A3/P-2)
proposed acquisition of Grupo Modelo and thus jeopardizing the
concurrent sale of the Crown Import business to Constellation
Brands is a credit negative for Constellation but does not impact
Ba1 corporate family rating or stable outlook.

The Justice Department's filed a civil lawsuit in the U.S.
District Court for the District of Columbia alleging that ABI's
proposed acquisition would substantially lessen competition in the
US beer market. ABI issued a statement soon afterward saying that
it would vigorously contest the lawsuit which it believes to be
inconsistent with the law. Constellation also issued a statement
expressing disappointment with the action. Should the lawsuit
cause the deal to unwind, Moody's would view the development to be
a strategic negative for Constellation, which stood to benefit
strategically and financially from the full ownership of Crown
Imports.

On June 29, 2012, ABI announced its plan to acquire the remaining
stake in Grupo Modelo that it did not already own. In a separate
agreement, Constellation agreed to buy ABI's stake in Crown
Imports, the US distributor of Modelo's products. The transaction
was designed specifically to avoid antitrust issues in the US for
ABI. The lawsuit seeks to prevent the ABI transactions and
preserve the existing competitive landscape where Modelo is an
important competitor to ABI, which is already the largest player
in the highly concentrated US beer market. As a result of these
developments, Constellation no longer expects the deal to close
during the first quarter of 2013 and the timing and eventual
outcome of the transaction are likely to remain uncertain for
several months.

Moody's views this development as a credit negative for
Constellation. Moody's said that the Crown acquisition, which
would total about USD1.85 billion, would be a strategic positive
for the company, although leverage will temporarily spike up
beyond the range that is comfortable for the current rating level.
However, while the loss of this attractive opportunity is a long
term negative for Constellation, The company remains well
positioned at the current rating level even without the deal. As a
condition to the transaction, Constellation pre-funded the
acquisition last summer, however the acquisition bonds are
callable at par in the event that ABI terminates the contract.
While Constellation would be out the interest costs for the time
the bonds were outstanding, it would also be entitled to a
breakage fee from ABI, which would help to compensate for its
expenses.

Should the deal ultimately be allowed to proceed, Moody's expects
leverage to remain temporarily above 4 times for about 12 to 18
months but to return to the company's long-term target range of 3
to 4 times thereafter.

The principal methodology used in rating Constellation Brands was
Global Alcoholic Beverage Rating Methodology published in
September 2009.

Headquartered in Victor, New York, Constellation Brands, Inc. is
an international wine company with a broad portfolio of premium
brands across the wine, spirits, and imported beer categories.
Major brands in the company's current portfolio include, Robert
Mondavi, Clos du Bois, Ravenswood, Blackstone, Nobilo, Kim
Crawford, Inniskillin,Jackson-Triggs, Arbor Mist, Black Velvet
Canadian Whisky, and SVEDKA vodka. It imports Corona through the
Crown Imports Joint Venture. Reported net revenue for fiscal 2012
was approximately USD2.7 billion. Pro forma for the acquisition,
which would include full consolidation of the Crown JV, 2012
revenue would be approximately USD5.1 billion.


CORE ENTERTAINMENT: S&P Revises Outlook to Neg; Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
CORE Entertainment Inc. to negative from stable.  Existing ratings
on the company, including the 'B' corporate rating, were affirmed.

"The outlook revision to negative reflects our expectation that
recent ratings declines at "American Idol" and "So You Think You
Can Dance" could pressure near-term liquidity and could increase
refinancing risks surrounding the company's 2017 and 2018 debt
maturities," said Standard & Poor's credit analyst Chris
Valentine.

Standard & Poor's Ratings Services' 'B' corporate credit rating on
New York-based CORE Entertainment Inc. (formerly CKX Entertainment
Inc.), and its operating subsidiary, CORE Media Group Inc.,
reflects the company's revenue concentration among two key
television franchises, and its high debt leverage.  S&P believes
CORE's business risk profile is "weak" (based on S&P's criteria),
because of its heavy reliance on the "American Idol" brand and, to
a lesser extent, "So You Think You Can Dance," both subject to
audience viewing habits, increased competition in the reality-
based talent contest format, and the risks of declining audience
ratings over the finite lifecycle of most television shows.  S&P
views CORE's financial risk profile as "highly leveraged," based
on its lease-adjusted debt leverage of 6.4x bullet maturity
structure, which creates refinancing risk in 2017 and 2018, when
CORE's key shows will likely draw even lower ratings.  S&P's
governance assessment is "fair."

CORE owns, develops, and monetizes entertainment content.  It owns
the rights to the IDOLS television brand, including the "American
Idol" series and local adaptations of the show broadcast in over
100 countries.  In the U.S., the company co-produces "American
Idol" with FreemantleMedia Ltd., and retains 50% of TV license
fees after production costs.  The company's intellectual property
(IP)-related assets consist of copyrights to albums released by
"American Idol" finalists, as well as the co-ownership of the
name, image, and likeness of Elvis Presley and Muhammad Ali.  S&P
views its IP-related assets as more stable than its television
portfolio, although replenishment of the music catalog partly
depends on the success and popularity of the "American Idol"
franchise, which makes it vulnerable to recent ratings declines.

Audience ratings for "American Idol" declined roughly 29% in 2012
(Season 11).  S&P believes the decline is the result of increased
competition and an expected level of audience attrition.  The
premiere of Season 12 was also down 20%, a sign that declines are
not moderating.  S&P believes the fall-off in ratings will have
negative repercussions for ratings-based bonus TV fees in 2013,
potentially leading to lower revenue generated from music touring,
record sales, and merchandizing.  Sponsorships and minimum touring
guarantees are usually booked 12 months in advance, and could be
hurt in 2013 and 2014 based on recent ratings declines.

"Our negative rating outlook reflects our expectation that
performance of the company's programming portfolio will continue
to decline over the next few seasons.  Factors leading to a
downgrade include a greater-than-expected decline in television
revenue for 2013 because of rating declines at "American Idol" in
excess of 10%, which we regard as a normal pace of audience
attrition.  This scenario could result from a decline in the
appeal of on-air talent, excessive judge turnover, or the debut of
talent-based TV shows with a new concept.  We also could lower our
rating if we become convinced that CORE will not start generating
positive discretionary in 2013.  A revision back to stable would
require CORE to reduce debt leverage and diversify its portfolio
(potentially through successful program development), while
maintaining adequate liquidity," S&P said.


CORRECTIONS CORP: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Corrections Corp.
of America as:

-- Issuer Default Rating (IDR) at 'BB+';
-- $785 million secured credit facility at 'BBB-';
-- $645 million senior unsecured notes at 'BB+'.

The Rating Outlook is Stable.

The affirmation of CCA's ratings considers the company's intention
to convert to a REIT from a C-Corp. with a Taxable REIT Subsidiary
(TRS) structure, which would become effective Jan. 1, 2013 given a
favorable Private Letter Ruling (PLR) from the IRS. This outcome
is likely in Fitch's opinion, especially given the announcement of
a favorable PLR for GEO Group (CCA's primary competitor) on
Jan. 18, 2013.

While the conversion does not place pressure on the rating or
Outlook, Fitch views CCA's REIT conversion negatively from a
credit perspective, driven primarily by the requirement to
distribute at least 90% of taxable income to shareholders per
regulations governing REITs. Fitch estimates the enhanced dividend
stream will more than offset the potential tax savings and
deteriorate the free cash flow (FCF) profile by roughly $90
million as compared to the pre-REIT conversion company. This will
restrain the company's ability to build more than one new
correctional facility per year with FCF, and it will increase
reliance on consistent capital market access to grow and refinance
indebtedness.

The secured debt market for prisons remains undeveloped and is
unlikely to become as deep as that for other commercial real
estate asset classes, weakening the contingent liquidity provided
by CCA's unencumbered asset pool. Fitch would view more positively
an increase in institutional secured lender interest for prisons
through business cycles and this increase would mitigate the
reduced financial flexibility stemming from the conversion. Fitch
expects that the company will retain strong access to capital via
the unsecured bank, bond and equity markets, given our expectation
for strong credit metrics following the conversion that are
supported by the niche property type's stable cash flows derived
from providing essential governmental services.

Financial Policies

Fitch calculates CCA's total debt/ LTM EBITDA at 2.6x as of
Sept. 30, 2012. Following conversion to REIT status with a TRS
structure, Fitch continues to expect the company will manage
leverage to around 3x when allocating capital toward additional
share repurchases and/ or dividends.

The 'BB+' IDR incorporates CCA's financial policies, including the
willingness to increase leverage to a cap of around 4x that would
only be reached via opportunistic growth investments such as
facility acquisitions and/or construction of multiple facilities
in a relatively short period of time. The timing of such growth
opportunities is difficult to predict, returns on capital have
been attractive, and its main competitor (GEO) is more highly
leveraged. These factors support the potential for leverage to
increase.

In the event leverage were to increase to the 4x range due to
growth opportunities, Fitch expects that discretionary capital
allocation policies would shift toward reducing leverage to around
3x within a relatively short period. However, the reduced FCF
profile from the REIT conversion will limit its ability to
deleverage quickly, so the timing of any deleveraging could be
influenced by the company's willingness to issue equity to
partially fund any growth opportunities.

Solid Secular Credit Factors and Competitive Position

The long-term credit characteristics of the private correctional
facilities industry are attractive, including: overcrowding of
public prisons, modest private sector penetration of prison
populations, and economically defensive characteristics of prison
populations.

CCA maintains a leading position (44% market share of private
prison beds) in the industry, which is highly concentrated and has
significant barriers to entry. GEO Group is its largest competitor
with about 29% market share. Fitch also views the industry in the
context of a comparable set that includes hotels, hospitals,
private prisons, and REITs.

The U.S. private correctional facilities should continue to
exhibit modest growth in the long-run. Although the privatization
of correctional facilities dates back to the early 1980s, only
about 10% of beds are currently outsourced. The number of
outsourced beds has grown to more than 209,000 through the end of
2011 from 11,000 in 1990, a CAGR of 15.1% over that time frame. In
contrast, roughly 20% of hospitals are investor-owned.

CCA's business reflects the stability tied to contractual income.
CCA enters into contracts with the federal, state, and/or local
governments that guarantee a per diem rate or a take or pay
arrangement that guarantees minimum occupancy levels. However, the
short-term nature of the contacts with governmental authorities is
a concern. Typical contracts are for roughly three to five years
with multiple renewal terms but can be terminated at any time
without cause.

Additionally, contracts are subject to legislative bi-annual or
annual appropriation of funds, so strained budget situations at
federal, state, and local levels could pressure negotiated rates.
The company received six requests for assistance with contracts in
2009-2010, but only one in 2011 and one in 2012. CCA was able to
adjust cost items in contracts to compensate for reduced revenue
levels such that the contracted profit did not deteriorate, and
the reconfiguration worked in their favor in the most recent
request for assistance in 2012. As a result, the company had
strong relative financial performance through the recent
recession.

Another lingering concern remains the concentration of the
company's customers. Federal correctional and detention
authorities made up 43% of revenues in 2011 and primarily includes
the Bureau of Prisons (BOP; 12%), the United States Marshals
Service (USMS; 20%), and the U.S. Immigration and Customs
Enforcement (ICE; 12%). State customers accounted for 50% of
revenues in 2011.

The California Department of Corrections and Rehabilitation (CDCR)
made up 13% of total revenue for 2011, though this will decline in
the coming years, where the pace of which will depend on the
successful implementation of changes proposed in California's
corrections realignment program and whether or not federal judges
uphold their prior rulings centered on CDCR prison population
reduction.

Fitch says, "Our base case assumes that the population target is
upheld and that California will continue to utilize CCA beds out
of state until additional CDCR capacity comes on line, translating
to a deactivation of a few thousand beds through the end of 2015.
Without additional inmate offsets coming on line in this time
frame (excluding recently announced contracts with Idaho and
Arizona) this can drive growth slightly negative in 2013 and the
following couple of years. Whether the withdrawals and offsets
proceed according to our conservative base case or California's
proposed corrections realignment program, both scenarios -
considered in isolation - will be manageable within the 'BB+'
IDR."

Limited Real Estate Value:

Based on a cost of $60,000 per bed, the replacement cost of the
company's 47 facilities is around $4 billion, which compares to
roughly $1.1 billion of debt and a current enterprise value of
$4.8 billion.

The company's real estate holdings provide only modest credit
support in Fitch's view. There are limited alternative uses of
prisons, the properties are often in rural areas, and there is no
established mortgage market as a contingent liquidity source.
However, the facilities do provide essential governmental
services, so there is inherent value in the properties.
Additionally, prisons have a long depreciable life (50 years) with
a practical useful life greater than that (equivalent to 75
years), and CCA has a young owned portfolio (median age of 16
years).

Strong Financial Profile:

At Sept. 30, 2012, Fitch calculated FFO less maintenance capex of
roughly $240 million for CCA and expects this to increase sizably
for 2013 by roughly $50 million, reflecting tax savings from the
REIT conversion, partially offset by a slight decline in EBITDA.

This strong and stable stream of cash flow will be used to support
the large recurring dividend commitments, which Fitch estimates to
be roughly $215 million in 2013 excluding the one-time E&P
distribution, as well as fluctuations in accounts receivable,
prison construction, share repurchases, additional dividends,
and/or paying down the balance on the revolver ($635 million at
Sept. 30, 2012).

CCA's debt maturity profile is attractive. In 2012, the company
paid down $375 million of 6.25% notes due 2013, and $150 million
of 6.75% notes due 2014 primarily by borrowing on the revolver,
which matures December 2016. There are $465 million of 7.75%
unsecured notes due 2017 that remain outstanding.

The secured credit facility is rated 'BBB-', one notch above the
IDR. CCA's accounts receivables are pledged as collateral, which
totaled $239 million as of Sept. 30, 2012. Equity in the company's
domestic operating subsidiaries and 65% of international subs are
also pledged as collateral, but long-term fixed assets are not
pledged.

As of LTM Sept. 30, 2012, leverage through the secured credit
facility was roughly 1.4x, and 1.8x on a fully drawn basis.

Sensitivity/Rating Drivers

Considerations for an investment grade IDR include these:

-- Further penetration and public acceptance of private
    correctional facilities;

-- An acceleration of market share gains and/or contract wins;

-- Adherence to more conservative financial policies (2.0x
    leverage target; 4.0x minimum fixed charge coverage and
    $150 million minimum liquidity);

-- Increased mortgage lending activity in the private prisons
    sector.

Considerations for downward pressure on the 'BB+' IDR and/or
Stable Outlook include:

-- Increased pressure on per diem rates from customers;

-- Decreasing market share gains and/or notable contract losses;

-- Material political decisions related to long-term dynamics of
    the private correctional facilities industry;

-- Leverage sustaining above 4.0x and FFO fixed charge coverage
    sustaining below 4.0x.


CRYOPORT INC: Issues $588,000 Convertible Notes to Investors
------------------------------------------------------------
Cryoport, Inc., has issued to certain accredited investors
unsecured convertible promissory notes in the original principal
amount of $588,000, as of Jan. 24, 2013, pursuant to the terms of
Subscription Agreements and Letters of Investment Intent.

The Notes accrue interest at a rate of 15% per annum from date of
issuance until Jan. 31, 2013, and at a rate of 5% per annum from
Feb. 1, 2013, through the date of payment, in each case on a non-
compounding basis.  All principal and interest under the Notes
will be due on Dec. 31, 2013.  Cryoport may not prepay the Notes
and payments will be on a pari passu basis.

In the event Cryoport designates and issues preferred stock while
the Notes are outstanding, the Notes will be convertible into
shares of that preferred stock at a conversion rate equal to the
price per share paid to Cryoport in connection with the issuance
of that preferred stock at the option of the holders of the Notes.

Emergent Financial Group, Inc., acted as the selling agent for the
placement of the Notes and will receive cash commission of $41,160
and a finance fee of an additional $11,760.

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

The Company's balance sheet at Sept. 30, 2012, showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $776,493.


CRYSTALLEX INTERNATIONAL: Files Reports for 2011, Q1, Q2 & Q3
-------------------------------------------------------------
Crystallex International Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 20-F
disclosing a net loss and comprehensive loss of US$62.36 million
for the year ended Dec. 31, 2011, compared with a net loss and
comprehensive loss of US$42.63 million during the prior year.  A
copy of the Form 20-F is available for free at:

                        http://is.gd/q2yQpg

For the three months ended March 31, 2012, the Company incurred a
net loss and comprehensive loss of US$8.83 million, compared with
a net loss and comprehensive loss of US$14.95 million for the same
period a year ago.  A copy of the Q1 Report is available at:

                        http://is.gd/wDMLcd

The Company incurred a net loss and comprehensive loss of US$7.50
million for the six months ended June 30, 2012, compared with a
net loss and comprehensive loss of US$10.14 million for the same
period a year ago.  A copy of the Q2 Report is available at:

                       http://is.gd/QuaqCU

For the three months ended Sept. 30, 2012, the Company incurred a
net loss and comprehensive loss of US$6.56 million, compared with
a net loss and comprehensive loss of US$8.61 million for the same
period during the previous year.  A copy of the Q3 Report is
available at http://is.gd/bb7Jrt

                        http://is.gd/wDMLcd

The Company's balance sheet at Sept. 30, 2012, showed US$8.23
million in total assets, US$154.59 million in total liabilities
and a US$146.35 million total shareholders' deficiency.

                        About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.


CUBIC ENERGY: To Appeal NYSE's Delisting Determination
------------------------------------------------------
Cubic Energy, Inc., 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
and the Exchange's concerns regarding the Company's financial
viability with respect to maturing obligations, 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.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

The Company said in its quarterly report for the period ended
March 31, 2012, that, "Our debt to Wells Fargo, with a principal
amount of $35,000,000, is due on July 1, 2012, and the Wallen
Note, with a principal amount of $2,000,000, is due Sept. 30,
2012, and both are classified as a current debt.  As of March 31,
2012, we had a working capital deficit of $33,162,110.  This level
of negative working capital creates substantial doubt as to our
ability to pay our obligations as they come due and remain a going
concern.  We are negotiating with Wells Fargo and Mr. Wallen to
extend the maturity date of these debts.  There can be no
assurance that the Company will be able to negotiate such
extensions."

Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$29.52 million in total assets, $39.45 million in total
liabilities, all current, and a $9.92 million total stockholders'
deficit.

                        Bankruptcy Warning

"While we commenced a formal process to pursue strategic
alternatives, there can be no assurance that the process will
result in any transaction, or that, even if a transaction is
consummated that it will resolve our significant short-term
liquidity issues," the Company said in its annual report for the
year ended June 30, 2012.  "Even if a potential transaction is
announced, no assurances can be given that such potential
transaction will have a positive effect on our stock price.
Additionally, if a transaction is announced but is not
consummated, our stock price may be adversely affected.
Restructuring, refinancing or extending the payment date of our
indebtedness likely will be necessary."

The Company added, "We are continuing to discuss potential
transactions with third parties and expect to engage in further
discussions with our lenders regarding extensions of the repayment
dates of our indebtedness.  There can be no assurance that these
discussions will lead to a definitive agreement on acceptable
terms, or at all, with any party.  Any transaction could be highly
dilutive to existing stockholders.  If we are unsuccessful in
consummating a transaction or transactions that address our
liquidity issues, we could be required to seek protection under
the U.S. Bankruptcy Code."


DEWEY & LEBOEUF: Wants Exclusivity Extended to March 31
-------------------------------------------------------
Dewey & LeBoeuf LLP asks the Bankruptcy Court to further extend
its exclusive period to solicit acceptances of its Second Amended
Plan, filed Jan. 7, 2013, through and including March 31, 2013, as
a prophylactic measure in the unlikely event that an extension of
the voting deadline is required.  This is the Debtor's second
extension request.

Solicitation packages have been transmitted to the voting classes
under the Plan and the hearing to consider confirmation of the
plan is scheduled for Feb. 27, 2013.

The Debtor says the requested extension will not jeopardize the
rights of creditors and other parties, but is intended to develop
and build consensus for its Chapter 11 Plan.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Can Access Cash Collateral Until March 3
---------------------------------------------------------
In a eight supplemental order dated Jan. 31, 2013, the U.S.
Bankruptcy Court for the Southern District of New York further
extended and modified the final order, dated June 13, 2012,
authorizing Dewey & LeBoeuf LLP to use cash collateral of the
collateral agent, revolving lenders and noteholders, through the
earlier to occur of (a) 11:59 p.m. on the fifth day following the
"termination declaration date", or (b) 11:59 p.m. on March 3,
2013.

The "challenge period" as defined in the final cash collateral
order is extended for an additional 30 days without prejudice.

A copy of the Final Cash Collateral Order is available at:

             http://bankrupt.com/misc/dewey.doc91.pdf

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DRINKS AMERICAS: St George Investments Holds 9.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, St George Investments LLC disclosed that, as
of Jan. 2, 2013, it beneficially owns 2,516,274 shares of common
stock of Drinks Americas Holdings, LTD, representing 9.9% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/Fgegdh

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.

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


DRINKS AMERICAS: De Joya Replaces Bernstein as Accountant
---------------------------------------------------------
Drinks Americas Holdings, Ltd., dismissed Bernstein & Pinchuk LLP,
effective as of Dec. 5, 2012, as the Company's independent
registered public accounting firm, which dismissal was ratified by
the Company's Board of Directors on Jan. 22, 2013.

During the fiscal years ended April 30, 2012, and April 30, 2011,
Bernstein's reports on the Company's financial statements did not
contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles.

During the fiscal years ended April 30, 2012, and April 30, 2011,
and the subsequent interim periods through Dec. 5, 2012, (i) there
were no disagreements between the Company and Bernstein on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved
to the satisfaction of Bernstein, would have caused Bernstein to
make reference to the subject matter of the disagreement in
connection with its report on the Company's financial statements.

As of Jan. 22, 2013, the Company's Board of Directors ratified the
engagement of De Joya Griffith, LLC, as its independent registered
public accounting firm for the Company's fiscal year ending
April 30, 2013.

During the years ended April 30, 2012 and April 30, 2011 and the
subsequent interim periods through December 6, 2012, the date of
engagement of De Joya, the Company did not consult with De Joya
regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial
statements; or (ii) any matter that was either the subject of a
disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of
Regulation S-K and the related instructions thereto) or a
reportable event.

                        About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.

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


DRINKS AMERICAS: Amends Oct. 31 Form 10-Q to Add Explanation
------------------------------------------------------------
Drinks Americas Holdings, Ltd., has amended its quarterly report
for the period ended Oct. 31, 2012, solely to add an explanatory
note discussing the review process of the Company's independent
registered public accounting firm over the Company's Quarterly
Report which was filed with the Securities and Exchange Commission
on Jan. 22, 2013.

The Company has engaged De Joya Griffith, LLC, as its independent
registered public accounting firm for the Company's fiscal year
ending April 30, 2013.  Moreover, on Jan. 25, 2013, the Company
dismissed Bernstein & Pinchuk LLP, effective as of Dec. 5, 2012,
as the Company's independent registered public accounting firm.
Accordingly, the financial statements contained in the Quarterly
Report were reviewed by De Joya.  Bernstein did not take any part
in the review of the Quarterly Report.

No other part of the Quarterly Report was being amended.

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

                        http://is.gd/zmTLbq

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.

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


DUNLAP OIL: Hiring Waterfall Economidis as Collections Counsel
--------------------------------------------------------------
Dunlap Oil Company Inc. has filed papers in Bankruptcy Court
seeking authority to employ a special collections counsel.  Dunlap
specifically has identified Steven J. Itkin, Esq. --
sitkin@wechv.com -- at Tuczon-Arizona-based Waterfall, Economidis,
Caldwell, Hanshaw & Villamana, P.C., for the job.

Waterfall Economidis will, among other things, provide Dunlap Oil
with legal advice with respect to its rights and options on
pending collection claims, state court actions and proceedings and
other related or potential collection matters.

           About Dunlap Oil Company 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.  Quail Hollow Inn also hired 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.  The Debtors' lead counsel, Gallagher
& Kennedy, P.A., has a conflict precluding its representation of
the Debtor in matters relating to Best Western.

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.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

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.


E-DEBIT GLOBAL: Restricted Stock Units Lock-Up Expires on Feb. 14
-----------------------------------------------------------------
E-Debit Global Corporation announced the release of a significant
number of Restricted Stock Units under Rule 144 upon the
expiration of the "lock-up" period on Feb. 14, 2013.

"Lock-up expirations are significant corporate events especially
when it represents 59% of the issued and outstanding shares of the
company," advised Douglas Mac Donald, E-Debit's President and CEO.

"The restricted shares were issued as a result of a debt
settlement stock conversion of $145,000 in cash advanced loans to
E-Debit subsidiaries particularly Westsphere Systems Inc.  E-
Debit's financial transaction processing "Switch" by two long-time
shareholder investors 101105607 Saskatchewan Ltd. and Sundance
Gold Ltd. and $90,000 payment of Investor Relations fees related
to services rendered and to be rendered by E-Debit contracted
Investor Relations firm Open Waters Investment Inc.  The debt
conversion was converted at $0.001 per share being greater than
the previous five day average closing trading price as authorized
by the Board of Directors on August 10, 2012.  All three parties
are holders of more than 10% of E-Debit's common stock."

"While the number of shares is considerable there is no issue
related to change of control of the company as a result of E-
Debit's Board of Directors vote of the Company's preferred share
position and I would encourage a review of E-Debits Form 10-Q
filing for the period ended 9/30/2012 which can be assessed
through our SEC filings available on the front page of our website
and particularly in Note 13 on pages 19 and 20 of our quarterly
report," added Mr. Mac Donald.

"Further reductions of corporate debt for share conversion will be
assessed by the Board on case by case basis upon receipt of
request for conversion," Mr. Mac Donald stated.

                   About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.82 million in total assets, $3.52 million in total liabilities,
and a $1.70 million total stockholders' deficit.


EASTBRIDGE INVESTMENT: Effects 1-for-100 Reverse Stock Split
------------------------------------------------------------
EastBridge Investment Group Corporation said that following the
approval of its stockholders to change its state of incorporation
from Arizona to Delaware on Thursday, Jan. 17, 2013, the Company
filed a Certificate of Conversion with the Secretary of State of
Delaware and, effective Jan. 18, 2013, is incorporated in
Delaware.

The Company changed its state of incorporation by means of a
conversion pursuant to Section 265 of the Delaware General
Corporation Law.  In connection with the conversion, and pursuant
to Section 265(j) of the DGCL, the Company elected to exchange its
shares of common stock.  The shares will be exchanged such that
stockholders will receive one (1) share of the Company's
Delaware's common stock, par value $0.001 per share, for every one
hundred (100) shares of the Company's Arizona common stock, no par
value.  The exchange will be deemed effective on Thursday,
Jan. 31, 2013.

Keith Wong, Chairman and CEO of EastBridge Investment Group,
stated, "We are pleased to announce the domicile change and
reverse split as we continue to implement our strategic growth
plan.  We look forward to announcing additional achievements as we
gain further traction toward building shareholder value."

                    About EastBridge Investment

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

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

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

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


EASTMAN KODAK: Completes $527-Mil. Sale of Digital Imaging Patents
------------------------------------------------------------------
Eastman Kodak Company has completed a transaction for the sale and
licensing of its digital imaging patents for net proceeds of $527
million.

The transaction, which achieves one of Kodak's key restructuring
objectives, follows other recent major accomplishments that
include final Court approval for the company's interim and exit
financing.  Kodak's monetization of IP assets further builds on
its momentum toward emergence in mid-2013.

A portion of the $527 million was paid by 12 intellectual property
licensees organized by Intellectual Ventures and RPX Corporation.
Another portion was paid by Intellectual Ventures, which acquired
a substantial majority of the digital imaging patent portfolio
subject to these new licenses, as well as previously existing
licenses.

"The licensing and sale of our digital imaging patents is another
major milestone toward successful emergence," Antonio M. Perez,
Chairman and Chief Executive Officer, said.  "We are on track to
emerge as a profitable, sustainable company."

The completion of the sale enables Kodak to repay a substantial
amount of its initial DIP loan, satisfy a key condition for its
newly approved financing facility, and position its core
Commercial Imaging business for future growth and success.

Kodak retains significant competitive advantages and strong growth
prospects in its core Commercial Imaging businesses.  In addition
to retaining rights to use the 1,100 digital imaging patents sold
in the transaction, Kodak maintains ownership of about 9,600
patents, including many focused on its core business.

The transaction includes an agreement to settle current patent-
related litigation between the participants and Kodak, which
avoids additional litigation costs and helps to ensure that
management and the company's resources focus on enhancing core
operations.

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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


EL CENTRO: Unsecureds to Recover 20.5% Under Amended Plan
---------------------------------------------------------
El Centro Motors filed on Dec. 17, 2012, a First Amended
Disclosure Statement describing its First Amended Plan of
Reorganization.

Under the Plan, the Ford Credit Term Loan (Class 1) will be
refinanced by Ford Credit and the amount of the refinanced Ford
Credit Term Loan will be increased to not more than $4,440,000.
The incremental funds will be used to retire the Ford Credit
Revolving Loan in the current amount of approximately $331,000.
The Refinanced Ford Credit Term Loan will have a term of 60 months
and will be amortized over a period of 180 months with interest to
accrue at a rate of the 30-day LIBOR as of the Effective Date plus
4.60%.  Class 1 under the Plan is impaired and is entitled to vote
on the Plan.

The Ford Credit Revolving Loan (Class 2) will be repaid in full
pursuant to the Refinanced Ford Credit Term Loan. Class 2 under
the Plan is impaired and is entitled to vote on the Plan.

The existing terms of the Ford Credit Flooring Line (Class 3) will
not be modified.  Class 3 under the Plan is not impaired and will
not be entitled to vote on the Plan.

The terms of the Community Valley Bank Loan (Class 4) will remain
the same as the present terms of the CVB Loan.  Class 4 is not
impaired and will not be entitled to vote on the Plan.

Holders of non-priority general unsecured claims (Class 5) will
receive:

    * an initial cash payment from the Reorganized Debtor within
      30 days following the Effective Date, which the Debtor
      estimates will total approximately $440,000.

    * annual payments from the Reorganized Debtor, commencing
      Jan. 15, 2014, in the amount of $150,000, for a period of 4
      years, for total payments (including the initial cash
      payment) of 1,040,000.

    * a pro rata distribution of any net recoveries obtained from
      the pursuit of avoidance causes of actions pursued after
      confirmation of the Plan.


Total cash payment to Class 5 claim holders will be 20.5% of the
amount of their allowed claims.

Earl Cavanah, a prior shareholder of the Debtor and a guarantor of
the Ford Credit Term Loan, the Ford Credit Revolving Loan and the
CVB Loan, has agreed to waive his right to a distribution on
account of hits general unsecured claims against the Debtor.

With respect to current existing equity interests in the Debtor
(Class 6), in exchange for retaining their existing equity
interests in the Debtor, and in exchange for new equity interests
in the Reorganized Debtor, Dennis Nesselhauf, Robert Valdes, and
Mr. Cavanah will contribute, in total, $400,000 of cash to the
Debtor with such cash to be used to fund the Plan.  Additionally,
on the Effective Date of the Plan, Mr. Nesselhauf will pay
$110,000 to the Debtor in full settlement and  satisfaction of the
Debtor's preference claims against Mr. Nesselhauf, which have been
asserted to be in the sum of $110,000.

A copy of the First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/elcentro.doc147.pdf

                       About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.  GlassRatner Advisory & Capital Group, LLC, is
the Debtor's proposed financial advisor and investment banker

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed at least $8,332,571 in total assets and
$19,624,057 liabilities as of the Chapter 11 filing.


ENERGY FUTURE: Reports Final Results & Exchange Offers Settlement
-----------------------------------------------------------------
Energy Future Holdings Corp. announced (a) the final results and
settlement of the offers of its direct, wholly-owned subsidiary,
Energy Future Intermediate Holding Company LLC, and EFIH's direct,
wholly-owned subsidiary, EFIH Finance Inc., to exchange up to
approximately $1.3 billion aggregate principal amount of new
10.000% Senior Secured Notes due 2020 of the Offerors for any and
all outstanding (i) 9.75% Senior Secured Notes due 2019 of EFH
Corp., (ii) 10.000% Senior Secured Notes due 2020 of EFH Corp. and
(iii) 9.75% Senior Secured Notes due 2019 of the Offerors and (b)
the final results of the concurrent solicitations by EFH Corp. and
the Offerors of consents from holders of Old First Lien Notes to
proposed amendments to the indentures governing the Old First Lien
Notes and to those Old First Lien Notes.

EFH Corp. also announced the final results and settlement of the
Offerors' previously announced offers to exchange up to
approximately $124 million aggregate principal amount of new
11.25%/12.25% Senior Toggle Notes due 2018 of the Offerors for any
and all outstanding (i) 10.875% Senior Notes due 2017 of EFH Corp.
and (ii) 11.250%/12.000% Senior Toggle Notes due 2017 of EFH Corp.

The Consent Solicitations and the Exchange Offers expired at 5:00
p.m., New York City time, on Jan. 24, 2013.

As of the Expiration Date, EFH Corp. and the Offerors had received
the requisite consents to adopt the Proposed Amendments, and on
Jan. 25, 2013, EFH Corp. and the Offerors entered into
supplemental indentures to the indentures governing the Old First
Lien Notes to give effect to the Proposed Amendments.

Title of Old Notes: 9.75% Senior Secured Notes due 2019
Amount Outstanding: $115,446,000
Amount Tendered   : $112,988,000             
Percentage        : 97.87%

Title of Old Notes: 10.000% Senior Secured Notes due 2020
Amount Outstanding: $1,060,757,000
Amount Tendered   : $1,057,656,000              
Percentage        : 99.71%

Title of Old Notes: 9.75% Senior Secured Notes due 2019
Amount Outstanding: $141,083,000      
Amount Tendered   : $139,068,000                  
Percentage        : 98.57%

Title of Old Notes: 10.875% Senior Notes due 2017
Amount Outstanding: $64,135,000      
Amount Tendered   : $30,876,000                 
Percentage        : 48.14%

Title of Old Notes: 11.250%/12.000% Senior Toggle Notes due 2017
Amount Outstanding: $60,329,699  
Amount Tendered   : $33,406,721                 
Percentage        : 55.37%

In accordance with the terms and conditions of the Exchange
Offers, EFH Corp. and the Offerors have accepted all of the Old
Notes that were validly tendered for exchange. The Exchange Offers
settled on January 29, 2013. On January 29, 2013, the Offerors
issued $1,302,106,000 aggregate principal amount of their 10.000%
Senior Secured Notes due 2020 in connection with the First Lien
Exchange Offers and $63,930,000 aggregate principal amount of
their 11.25%/12.25% Senior Toggle Notes due 2018 in connection
with the Unsecured Exchange Offers.

Additional information is available for free at:

                         http://is.gd/kvgtFt

                         About Energy Future

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

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

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

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

                           *     *     *

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

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

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

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


ENERGY FUTURE: S&P Raises Corporate Credit Rating to 'CCC'
----------------------------------------------------------
In a February 1, 2013 ratings release, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which we consider distressed.  There are no rating actions at
EFH's regulated subsidiary, Oncor Electric Delivery Co. LLC.

Previously, in a January 31, 2013 ratings release, S&P lowered its
corporate credit ratings on EFIH, TCEH, and Energy Future
Competitive Holdings Co. (EFCH) to 'SD' from 'CC' following the
completion of several debt exchanges.  S&P also lowered ratings on
certain of the debt instruments subject to the exchange to 'D'
from 'CC'.  These rating changes reflect S&P's distressed debt
exchange criteria.  The debt instruments subject to the distressed
exchange include:

   -- EFH's 10% senior secured notes due 2020,
   -- EFH's 9.75% senior secured notes due 2019,
   -- EFIH's 9.75% senior secured notes due 2019,
   -- EFH's 10.875% senior cash pay notes due 2017,
   -- EFH's 11.25%/12.25% senior toggle notes due 2017, and
   -- TCEH's $645 million senior secured revolving credit facility
      due 2013.

Subsequently, in its Feb. 1 release, S&P said that at EFH, it
raised the rating on the small remaining 10% senior secured notes
due 2020 and 9.75% senior secured notes due 2019 to 'CC' and
revised the recovery rating to '6' from '1' and affirmed the 'D'
rating and '6' recovery score on the 10.875% senior cash pay notes
due 2017 and EFH's 11.25%/12.25% senior toggle notes due 2017.

At EFIH, S&P raised the rating on the small remaining 9.75% senior
secured notes due 2019 to 'CC' and revised the recovery rating to
'6' from '1'.

The decline in the recovery score for the small amount of EFH and
EFIH senior secured notes remaining after the exchange is due to
the removal of the collateral on these securities under the
exchange agreement.

At TCEH, S&P raised the rating on the $1.409 billion senior
secured revolving credit facility due 2016 to CCC' from 'CC' and
left unchanged the '3' recovery rating.

"The 'CCC' rating reflects a credit profile that has an
unsustainable capital structure over the long term, but a lack of
near-term maturities, along with the likelihood of additional
distressed exchange over the near term," said Standard & Poor's
credit analyst Terry Pratt.

The numerous distressed debt exchanges over the past few weeks
reflect EFH's various strategies to deal with refinancing risk at
TCEH of about $3.8 billion in senior secured credit facilities due
October 2014, $3.2 billion in senior unsecured debt due in
November 2015, and about $15.7 billion in senior secured credit
facilities due in 2017.  Exchanges at the EFH level have helped to
reduce debt, move most debt to its subsidiary EFIH, and build
liquidity by foregoing interest payments through the increased
issuance of the EFIH toggle notes to fund most of the exchange.
The TCEH exchange of the senior secured revolving credit facility
portion due 2013 is a liquidity play, with the offer to extend
made after it was fully drawn from a zero or low balance.

The overall outlook for credit at the companies is negative.  Cash
flow from the TCEH's Luminant wholesale generation unit, which
provides most cash flow, is currently supported by hedges put in
place years ago, but these legacy hedges will begin to roll off
later in 2013, creating greater exposure to weak power market
conditions in late 2013 and more so in 2014.  The robust
production of natural gas from shale fields will likely continue
to keep power prices low over the forecast period.  A significant
increase in power prices either through a material rise in natural
gas prices or market heat rates is required to help mitigate
refinance risk in 2014 and 2015 and beyond.  Given that such a
development on the natural gas side seems remote, the company may
focus on extending 2014 and 2015 maturities outward through
exchange offers.


ENERGYSOLUTIONS INC: BlackRock Discloses 6.1% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, BlackRock, Inc., disclosed that, as of Dec. 31, 2012,
it beneficially owns 5,503,717 shares of common stock of
EnergySolutions Inc. representing 6.10% of the shares outstanding.
A copy of the filing is available at http://is.gd/b3Vb22

                     About EnergySolutions, Inc.

EnergySolutions offers customers a full range of integrated
services and solutions, including nuclear operations,
characterization, decommissioning, decontamination, site closure,
transportation, nuclear materials management, the safe, secure
disposition of nuclear waste, and research and engineering
services across the fuel cycle.

The Company's balance sheet at Sept. 30, 2012, showed
$2.85 billion in total assets, $2.54 billion in total liabilities,
and $311.77 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on June 18, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Salt Lake City-
based EnergySolutions Inc. and its subsidiaries by two notches to
'B' from 'BB-'.  "The downgrade reflects weakening credit metrics
and the added uncertainty stemming from the unexpected change in
management since the company's strategic and financial priorities
are now less clear," said Standard & Poor's credit analyst James
Siahaan.


EMORY HACKMAN: Fountain Group et al. Hit With $2MM Judgment
-----------------------------------------------------------
Bankruptcy Judge Brian F. Kenney granted a motion for default
judgment against defendants in the lawsuit, EMORY E. HACKMAN, et
al. Plaintiffs v. FOUNTAIN GROUP COMPANIES OF UTAH, INC., et al.
Defendants, Adv. Proc. No. 11-01689 (Bankr. E.D. Va.).

All of the Plaintiffs' claims arise out of a prepetition scheme to
defraud them, the ostensible purpose of which was the development
and construction of a commercial shopping center in Gainesville,
Virginia.  Judge Kenney said the case is a non-core, or related
proceeding, as it involves the collection of prepetition debts
owed to the Debtor, which is to say, claims that do not depend on
the bankruptcy for their existence and that could have been
brought in a non-bankruptcy forum absent the bankruptcy filing.

The adversary proceeding originally was filed as a Complaint in
the U.S. District Court for the Eastern District of Virginia,
styled Gainesville Commerce Center, LLC, et al. v. Fountain Group
Companies of Utah, Inc., et al., Civil No. 1:11-cv-1154. On
December 16, 2011, the District Court referred the matter to the
Bankruptcy Court.

At the behest of the Plaintiffs -- Mr. Hackman, Gainesville
Commerce Center, LLC, and the Mary Cook Hackman Arlington Trust --
Judge Kenney granted default judgment against defendants Walter
Ross, Ross Pacific Trading Company, Edmund E. Wilson and Fountain
Group Companies of Utah, Inc., "jointly and severally, as follows:

     A. $2,031,000, with pre-judgment, simple interest at the rate
of 72% per annum on the following amounts, from these dates,
through the entry of a final Judgment Order:

        $150,000      3/1/2008
        $300,000      3/1/2008
         $30,000     4/24/2008
         $15,000      8/1/2008
         $50,000     8/12/2008
        $110,000     9/17/2008
          $8,000     9/26/2008
          $5,000    10/14/2008
          $5,000    10/24/2008
          $4,000    11/18/2008

     B. Post-judgment simple interest will accrue on the judgment
amount of $2,031,000 (but not on the pre-judgment interest
amounts) at the federal judgment rate from the date of the entry
of the final Judgment Order, until paid, pursuant to 28 U.S.C.
Sec. 1961.

     C. The Plaintiffs' request for punitive damages be denied.

     D. Pursuant to Bankruptcy Rule 7054 (incorporating Fed. R.
Civ. P. 54(b)), the Court finds that there is no just reason for a
delay, and recommends the entry of a judgment against the
Defendants be final, notwithstanding the fact that the Plaintiffs'
claims against Mr. Wilson remain pending.

     E. The Defendants are notified that Rule 9033(b) provides as
follows:

        Objections: Time for Filing. Within 14 days after being
served with a copy of the proposed findings of fact and
conclusions of law a party may serve and file with the clerk
written objections which identify the specific proposed findings
or conclusions objected to and state the grounds for such
objection. A party may respond to another party's objections
within 14 days after being served with a copy thereof. A party
objecting to the bankruptcy judge's proposed findings or
conclusions shall arrange promptly for the transcription of the
record, or such portions of it as all the parties may agree upon
or the bankruptcy judge deems sufficient, unless the district
judge otherwise directs.

A copy of the Court's Jan. 29, 2013 Report and Recommendation is
available at http://is.gd/Yg8ZYvfrom Leagle.com.

Emory E. Hackman, Jr., filed for Chapter 11 bankruptcy (Bankr.
E.D. Va. Case No. 10-17176) in 2010.


EPICEPT CORP: Has 106.9 Million Outstanding Common Shares
---------------------------------------------------------
EpiCept Corporation had 106,957,876 shares of its common stock
outstanding as of Jan. 31, 2013.  In January 2013, all 1,065
shares of EpiCept's Series B Preferred Stock were converted into
approximately 13.3 million shares of its Common Stock.

                     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.


EV AMERICA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: EV America, LLC
        P.O. Box 28450
        Chattanooga, TN 37424-8450

Bankruptcy Case No.: 13-10441

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Kyle R. Weems, Esq.
                  WEEMS & RONAN
                  Suite 520
                  744 McCallie Avenue
                  Chattanooga, TN 37403
                  Tel: (423) 624-1000
                  E-mail: weemslaw@earthlink.net

Scheduled Assets: $5,167,339

Scheduled Liabilities: $2,389,395

A copy of the company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb13-10441.pdf

The petition was signed by Albert E. Curtis, III, managing member.


FAIRFAX COUNTY: S&P Lowers Rating on Series 1998A Bonds to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'B' from 'B+' its
long-term rating on Fairfax County Redevelopment & Housing
Authority, Va.'s multifamily housing revenue bonds, series 1998A
(Castel Lani Project).  The bonds are secured by a mortgage loan
that is insured by the Federal Housing Administration under
Section 266 of the Housing and Community Development Act of 1992
(Risk Share Program).  The outlook is negative.

"The rating reflects our view of the continued insufficiency of
funds to meet timely debt service requirements based on our
current stressed reinvestment rate assumptions as set forth in the
related criteria articles, as well as of cash flows projecting
multiple taps on the debt service reserve fund beginning in 2019,"
said Standard & Poor's credit analyst Adam Cray.

Standard & Poor's lowered its rating on the issue to 'B+' from
'AAA' in October 2010 due to projected shortfalls in the issue's
debt service reserve fund occurring within nine years.  As of
Jan. 28, 2013, such shortfalls are projected to occur within six
years.


FAIRPOINT COMMUNICATIONS: S&P Rates $725MM Loans, $300MM Notes 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Charlotte, N.C.-based incumbent
local exchange carrier (ILEC) FairPoint Communications Inc.'s
proposed $650 million senior secured term loan B, $75 million
revolving credit facility, and $300 million of secured notes.  The
company will use proceeds to repay borrowings under its existing
bank loan, which currently totals about $950 million.

At the same time, S&P revised the outlook on FairPoint to stable
from negative and affirmed the 'B' corporate credit rating.

"The outlook revision reflects our expectation that the company
will achieve modest free operating cash flow [FOCF] for 2012 and
beyond, given some margin improvement already achieved over the
past year due to cost-cutting efforts, and our expectation that
additional cost-saving measures will result in further improvement
in profitability metrics over the next few years," said Standard &
Poor's credit analyst Catherine Cosentino.  Additionally, we
expect the company to achieve FOCF positive results in 2012 and
beyond on a consistent basis as capital expenditure levels begin
to decline with completion of the company's broadband upgrades in
New England.

The rating on FairPoint continues to reflect a "highly leveraged"
financial risk profile and "vulnerable" business risk profile.
Key business risk factors include its elevated access-line losses,
including a loss of 7.8% for the third quarter of 2012 on a year-
over-year basis.  Leverage remains high, and totaled 6.4x for the
12 months ended Sept. 30, 2012 (including S&P's operating lease
and unfunded pension and other postretirement benefits [OPEB]
adjustments).  Moreover, given the potential for some
re-measurement of the company's pension and OPEB liability for
2012, in line with other companies' recent practices, S&P believes
that leverage will remain above 6x for 2013.

The rating outlook is stable.  S&P expects FairPoint to maintain
reported EBITDA margins of at least 23% for full-year 2013,
adjusted for stock compensation, with potential for some margin
improvement thereafter.  Maintenance of the ratings also
incorporates S&P's expectation that the company will be able to
achieve at least modest levels of FOCF for 2013 and beyond as
regulatory commitments related to high speed broadband footprint
expansion are completed and the effect of cost cutting initiatives
is fully realized.

Competitors' efforts to gain broadband residential and business
customers in FairPoint's markets could lead to additional pricing
pressures, which could hinder margin improvement or lead to an
actual degradation in margins from current levels.  Such adverse
trends, which would likely be accompanied by revenue declines of
more than the mid-single-digit area, would reduce EBITDA headroom
under financial maintenance covenants and would likely lead to a
downgrade.  An EBITDA margin decline to below 20% would likely
contribute to such a downgrade scenario.  Given leverage levels in
the 6x area anticipated over at least the next few years, S&P
considers an upgrade to be unlikely over the next year.


FIROOZHE A. ZAFARI: Former Counsel Agrees to Cut Fee by $30K
------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota gave his stamp of approval on
a stipulation and consent order regarding the application of
Richard H. Gins, Esq., former counsel to debtor, Firoozhe A.
Zafari, for allowance of compensation.

On Nov. 16, 2012, The Law Office of Richard H. Gins filed and
served an Application for Allowance of Compensation for the period
from Nov. 30, 2009 through and including May 8, 2012, requesting
approval of compensation in the amount of $56,475.83 and no
reimbursement of expenses.

Due to the Debtor's financial difficulties as expressed by the
Debtor and the United States Trustee, Richard Gins has agreed to
reduce the requested compensation by $30,475.83 to $26,000, and on
that basis, the Office of the United States Trustee supports the
Application.

Accordingly, Judge Catliota approved the Fee Application as
revised, and awarded Richard Gins $26,000 in compensation.

A copy of the Stipulation dated Jan. 31, 2013 is available at
http://is.gd/B8CklPfrom Leagle.com.

The Debtor is represented by Sheila Durant, Esq. --
durantsheila@gmail.com -- in Bethesda.

Trial Attorney Leander D. Barnhill, Esq. --
leander.d.barnhill@usdoj.gov -- appeared on behalf of U.S. Trustee
W. Clarkson McDow, Jr.

Richard H. Gins may be reached at richard@ginslaw.com

Firoozhe A. Zafari, based in Gaithersburg, Maryland, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 09-18537) on May 12,
2009, estimating $1 million to $10 million in both assets and
debts.  Judge Thomas J. Catliota oversees the case.  A copy of the
petition, including a list of the 18 largest unsecured creditors,
is available for free at http://bankrupt.com/misc/mdb09-18537.pdf


FIRST BALDWIN BANCSHARES: To File for Chapter 11 to Sell Bank
-------------------------------------------------------------
Executives of The First Bancshares, Inc. on Jan. 31 disclosed that
The First Bancshares, Inc. has entered into a definitive agreement
to acquire First National Bank of Baldwin County.

The First (a national banking association, a subsidiary of First
Bancshares, Inc.) President & CEO M. Ray "Hoppy" Cole Jr., said,
"From day one our focus has been on growing our bank in the gulf
coast region, and providing customers a true community bank with
personal service.  We are excited about expanding our services to
south Alabama and growing with this dynamic area."

The definitive agreement will expand The First across the gulf
coast providing five new branches and our customers a total of 23
convenient locations from Mississippi, Louisiana to south Alabama.

Upon completion of the transaction the First will grow to
approximately $905 million in assets and approximately $780
million in deposits.

W. Wade Neth, President & CEO of First National Bank of Baldwin
County, said, "We look forward to joining The First team in
continuing the tradition of providing great personal customer
service, community-oriented banking products and services, and the
local business market experience through our longtime professional
bankers.  By combining our resources, we'll have even greater
opportunities to serve the credit needs of our local businesses
and individuals."

Part of the acquisition process involves the First National Bank
of Baldwin County's holding company First Baldwin Bancshares Inc.
filing for reorganization under Chapter 11 of the bankruptcy
court.  This plan of reorganization will have NO effect on the
operations of First National Bank of Baldwin County, or any impact
on its bank customers or depositors, and clears the way for First
Bancshares to complete the acquisition subject to regulatory
approval.

Safe, sound, quality growth is the major component of The First's
business strategy. And, that is why even in the midst of the most
turbulent economic times, The First has continued to achieve 52
consecutive quarters of profitability.  It is because of this
commitment that The First earned a 5 Star Rating (the highest
given) by Bauer Financial, "the nation's bank rating service."

In Cole's words, "Our Company is profitable, well-capitalized, and
liquid. We are well positioned for future growth and for further
acquisition opportunities that may arise.  We will continue to
follow the guiding principles as set out by our founders, focusing
on customer service, building relationships, and expanding our
market share in south Mississippi, Alabama and Louisiana."

                            Advisors

Chaffe & Associates, Inc. with Jonathan W. Briggs as lead
investment banker, acted as financial advisor to The First, and
Dover Dixon Horne PPLC, with lead attorney Garland W. Binns, Jr.,
Esq. and Forshey Prostok, LLP, with lead attorney Jeff Prostok,
Esq., acted as its legal advisors. Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP with lead attorneys Michael D.
Waters, Esq. and C. Ellis Brazeal, III, Esq. acted as legal
advisor to First National Bank of Baldwin County.

                About The First Bancshares, Inc.

Headquartered in Hattiesburg, Miss., The First Bancshares, Inc., -
- http://www.TheFirstBank.com--is the parent company of The
First, A National Banking Association.  Founded in 1996 near
Hattiesburg, Mississippi The First has grown rapidly through south
Mississippi and Louisiana providing services competitive to those
found at larger regional banks.  The First has approximately $720
million in assets and currently has 18 locations operating in
south Mississippi and Louisiana.  The company's stock is traded on
Nasdaq Global Market under the symbol FBMS.

            About First National Bank of Baldwin County

Headquartered in Foley, Alabama, First National Bank of Baldwin
County, -- http://www.firstbaldwin.com-- has approximately $185
million in assets and serves Baldwin County, Alabama through five
locations operating in Foley, Daphne, Fairhope, Gulf Shores, and
Orange Beach, AL, as well as a loan production office in Bay
Minette, AL.


FIRST DATA: Plans to Offer $785 Million of Senior Unsecured Notes
-----------------------------------------------------------------
First Data Corporation intends to offer $785 million aggregate
principal amount of senior unsecured notes due 2021, subject to
market conditions.  First Data intends to use the proceeds from
the offering to repurchase any and all of its outstanding 10.55%
PIK senior unsecured notes due 2015 and to pay related fees and
expenses.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $37.89
billion in total assets, $35.20 billion in total liabilities,
$67.4 million in redeemable noncontrolling interest, and $2.62
billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FREESEAS INC: Fully Satisfies Obligations to Hanover
----------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
Jan. 14, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 654474/2012.  Hanover
commenced the Action against the Company on Dec. 21, 2012, to
recover an aggregate of $305,485 of past-due accounts payable of
the Company, plus fees and costs.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on Jan. 14, 2013.

As previously reported, pursuant to the terms of the Settlement
Agreement approved by the Order, on Jan. 15, 2013, the Company
issued and delivered to Hanover 1,375,000 shares of the Company's
common stock, $0.001 par value, on Jan. 18, 2013, the Company
issued and delivered to Hanover 400,000 additional shares of
Common Stock, and on Jan. 29, 2013, the Company issued and
delivered to Hanover 82,846 additional shares of Common Stock,
totaling 1,857,846 shares of Common Stock.

On Jan. 31, 2013, the Court entered an order approving an
amendment to the Settlement Agreement reducing the "True-Up
Period" from 35 trading days following the date the Initial
Settlement Shares were issued to four trading days following the
date the Initial Settlement Shares were issued.  As a result, the
True-Up Period expired on Jan. 22, 2013.  Accordingly, the total
number of shares of Common Stock issuable to Hanover pursuant to
the Settlement Agreement, as amended, is 1,857,846, which number
is equal to the quotient obtained by dividing (i) $305,485 by (ii)
70% of the VWAP of the Common Stock over the four-trading day
period following the date of issuance of the Initial Settlement
Shares, rounded up to the nearest whole share.  All of such
1,857,846 shares of Common Stock had been issued to Hanover prior
to the amendment of the Settlement Agreement.  Accordingly, no
further shares of Common Stock are issuable to Hanover pursuant to
the Settlement Agreement, as amended, and Hanover is not required
to return any shares of Common Stock to the Company for
cancellation.

                        About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Issues Add'l 400,000 Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued an additional 400,000 shares of the Company's
common stock, $0.001 par value, to Hanover Holdings I, LLC,
pursuant to the terms of a settlement agreement approved by the
Court on Jan. 14, 2013.

The Supreme Court of the State of New York, County of New York, on
entered an order approving, among other things, the fairness of
the terms and conditions of an exchange pursuant to Section
3(a)(10) of the Securities Act of 1933, as amended, in accordance
with a stipulation of settlement between FreeSeas Inc.,  and
Hanover Holdings I, LLC, in the matter entitled Hanover Holdings
I, LLC v. FreeSeas Inc., Case No. 654474/2012.  Hanover commenced
the Action against the Company on Dec. 21, 2012, to recover an
aggregate of $305,485 of past-due accounts payable of the Company,
plus fees and costs.  The Settlement Agreement became effective
and binding upon the Company and Hanover upon execution of the
Order by the Court on Jan. 14, 2013.

On Jan. 15, 2013, the Company issued and delivered to Hanover
1,375,000 shares of the Company's common stock.

A detailed copy of the Form 6-K is available for free at:

                         http://is.gd/06laXn

                        Schedule 13G Filing

In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hanover Holdings I, LLC, and Joshua Sason
disclosed that, as of Jan. 17, 2013, they do not beneficially own
any shares of common stock of FreeSeas Inc.  Hanover Holdings and
Mr. Sason previously reported beneficial ownership of 1,375,000
common shares or a 8.37% equity stake as of Jan. 14, 2013.  A copy
of the amended filing is available at http://is.gd/97elC4

                         About FreeSeas Inc.

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

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

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

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


FREDERICK DARREN BERG: Sun Granite Summary Judgment Bid Denied
--------------------------------------------------------------
Bankruptcy Judge Karen A. Overstreet denied the motion for summary
judgment filed by Sun Granite Investments LLC, a defendant in the
lawsuit styled, MARK CALVERT, as liquidating Trustee of MERIDIAN
INVESTORS TRUST, et al. Plaintiffs, v. FOSTER RADFORD, et al.,
Defendants, Adv. Proc. No. 12-01505 (Bankr. W.D. Wash.).

The Trustee has filed 54 adversary proceedings against investors
seeking the return of what the Trustee contends are fraudulent
conveyances.  The Trustee contends the adversary proceeding arises
from a massive Ponzi scheme perpetrated by Frederick Darren Berg,
a debtor in his own individual bankruptcy proceeding, along with
six other related entities.  The Court is presiding over 12
bankruptcy cases involving debtors that are/were investment funds
and one affiliated entity formerly owned, managed or controlled by
Mr. Berg.  Those debtors have been substantively consolidated into
one proceeding referred to as the "Meridian Bankruptcy."

In the lawsuit against Foster Radford, et al., the Trustee seeks
to recover transfers avoidable under Chapter V of the Bankruptcy
Code as well as under Washington's Uniform Fraudulent Transfer
Act, RCW 19.40.010 et seq.  The suit alleges that from Sept. 9,
2002, the defendants collectively made cash loans to one or more
of the Meridian Funds in the total amount of $779,259, and that
from Oct. 1, 2007, through roughly Nov. 27, 2009, they received
total payments from the Meridian Funds in the amount of
$1,133,129.11.  On the theory that the payments to the defendants
were intentionally fraudulent transfers, the Trustee seeks to
recover the full amount of those payments, $1,133,129.11, from the
defendants.  On the theory that the payments were constructively
fraudulent transfers, the Trustee seeks to recover the excess of
payments over loans in the amount of $353,870.11 as "Fictitious
Interest."

Sun Granite's Motion for Summary Judgment pertains to one loan,
its $360,000 loan made to the Meridian Fund II -- Fund 2 -- on
Sept. 27, 2006, and one payment, the payment by Fund 2 to Sun
Granite on Oct. 1, 2007 in the amount of $408,073.62.  Sun Granite
is a Washington Limited Liability Company whose majority members
are Lemoine and Foster Radford.

Sun Granite has framed the two issues before the Court: (1)
whether a borrower's payment of principal and a reasonable rate of
interest due on an enforceable promissory note constitutes
satisfaction of an antecedent debt within the meaning of
Bankruptcy Code Sec. 548(d)(2)(A) and RCW 19.40.031(a); and (2)
whether Sun Granite accepted the October 2007 Payment for value
and in good faith within the meaning of Section Sec. 548(c) and
RCW 19.40.081(a).

According to Judge Overstreet, the October 2007 Payment overpaid
Sun Granite's principal loan ($360,000) by $48,073.62.  However,
because discovery has been stayed, Judge Overstreet said it would
be unfair to consider the second issue raised in Sun Granite's
Motion, whether Sun Granite accepted the October 2007 Payment in
good faith.  Although the multiple orders on initial disclosures
may have created some confusion, a previous Pre-Trial Order
clearly states that "until such time that the Court enters a final
Discovery Order, all discovery is stayed." At the continued
pretrial conference on Jan. 29, 2013, the Court lifted the stay on
all discovery proceedings.  At a minimum, Judge Overstreet said
the Trustee is entitled to take the depositions of Foster and
Lemoine Radford.

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

                   About Meridian Mortgage and
                      Frederick Darren Berg

In November 2010, a federal grand jury in Seattle indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, served as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners were represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners were
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

On June 22, 2011, the Bankruptcy Court entered an order confirming
a consensual Chapter 11 plan in the Meridian bankruptcy.  The Plan
provides for the creation of the Liquidating Trust for the
Substantively Consolidated Meridian Funds, a/k/a/ The Meridian
Investors Trust.  Mr. Calvert was named Liquidating Trustee.

On Feb. 9, 2012, Mr. Berg was sentenced to 18 years of
imprisonment, three years of supervised release, and restitution.


FRONTIER COMMUNICATIONS: S&P Lowers Ratings on 2 Certs to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of certificates linked to Frontier Communications Corp. to
'BB-' from 'BB'.

S&P base its ratings on the two classes on its rating on the
underlying security, Frontier Communications Co.'s 7.05% senior
debentures due 10/1/2046 ('BB-').

The rating actions reflect the Jan. 25, 2013, lowering of S&P's
rating on the underlying security to 'BB-' from 'BB'.  S&P may
take subsequent rating actions on these transactions due to
changes in its rating assigned to the underlying security.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement  mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Structured Asset Trust Unit Repackages (SATURNS) Citizen
Communication
Debenture-Backed Ser 2001-2
US$26.122 mil callable units series 2001-2

Class             To           From
Units             BB-          BB


PreferredPLUS Trust Series CZN-1
US$34.5 mil preferredplus 8.375% trust certificates

Class             To           From
Certs             BB-          BB


GCA SERVICES: S&P Assigns B CCR, Rates $150MM 2nd Lien Notes CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned
Cleveland, Ohio-based GCA Services Group Inc. its 'B' corporate
credit rating.  The rating outlook is stable.

At the same time, S&P assigned GCA's new $325 million senior
secured first-lien term loan B (including the $15 million
segregated prefunded letter of credit facility) an issue-level
rating of 'B' (at the same level as the corporate credit rating on
the company).  (The size of this facility has increased from the
originally proposed $315 million).  The recovery rating on each of
these facilities is '3', reflecting S&P's expectation of
meaningful (50%-70%) recovery for lenders in case of a payment
default.

S&P also assigned the company's new $150 million senior secured
second-lien term loan its 'CCC+' issue-level rating (two notches
lower than the corporate credit rating).  The recovery rating on
this debt is '6', reflecting S&P's expectation of negligible (0%-
10%) recovery for lenders in the case of a payment default.

The ratings on GCA Services reflect what S&P considers to be a
"highly leveraged" financial profile and a "vulnerable" business
profile.  "Our financial risk assessment incorporates our view
that, following the leveraged buyout (LBO), the debt burden will
remain significant and that the sponsor, Blackstone, will likely
influence financial governance," said Standard & Poor's credit
analyst Nalini Saxena.  S&P views the company's financial policy
as very aggressive and its cash flow metrics and capital structure
as weak.  S&P expects credit measures to improve moderately over
the next 12 to 18 months, but to remain weak.  This expectation is
based on the following key outcomes of S&P's forecast:

   -- A pro forma leverage (adjusted total debt to EBITDA) ratio
      -- based on trailing-12-month data -- in the 8x area and a
      2013 year-end leverage ratio in the 6x area;

   -- Thin EBITDA coverage of interest in the low-2x area at year-
      end; and

   -- Weak funds from operations (FFO) to total debt in the high-
      single-digit percent area at 2013 year-end.

The assumptions informing S&P's forecast for operational
performance include:

   -- Approximately 10% revenue growth in both 2012 and 2013, as
      S&P expects the company to benefit from the ongoing trend
      toward outsourcing and consolidation of facilities
      management services;

   -- EBITDA margins remaining thin, but improving modestly (by
      about 150 basis points), as S&P expects the company to scale
      back its overhead and

   -- administrative costs;

   -- No voluntary debt repayment beyond the 50% excess cash flow
      sweep (per the credit agreement);

   -- Minimal acquisitions; and

   -- Capital expenditures, which include janitorial equipment and
      light trucks, of about $10 million annually.

S&P believes a combination of pricing pressure and excess overhead
resulting from several quarters of rapid growth are constraining
GCA's EBITDA margins.  While S&P anticipates Blackstone's
stewardship of the company to help improve operating performance,
due to the price sensitivity of customers, S&P do not expect them
to improve into the double-digit percentage area over our forecast
period.

"Our characterization of GCA's financial policy as very aggressive
is based on Blackstone's majority ownership (85%), which we
believe could influence financial governance toward shareholder-
friendly decision-making, such as dividend payouts.  While we
believe the competitive landscape does not offer meaningful
opportunity for acquisitions, we believe that the tuck-in
acquisitions remain a possibility, possibly funded through a
combination of internally generated cash flow, additional debt,
and sponsor support," S&P said.

"Our "vulnerable" business risk assessment incorporates our view
that the company is a very small player with a narrow business
focus in a competitive, contract-based industry: outsourced
facilities management services, predominantly focused on delivery
of customized janitorial and custodial services, the market size
of which the company estimates to be about $50 billion.  Local
players as well as international players, such as Sodexo and
ARAMARK, operate in this fragmented market.  In our opinion,
larger participants would threaten GCA's competitive position if
they were to meaningfully expand their foodservice offerings into
facilities management services.  As a small, relatively
specialized facilities services player, GCA's growth trajectory is
more susceptible to changes in outsourcing trends.  GCA also
competes against in-housed service delivery, especially in the
education market," S&P added.

The highly underpenetrated education market--K-12 and higher
education--generates almost half of the company's revenues and is
poised for growth, as school systems that have budgetary pressures
are eager to outsource facilities services at a discount.  The
reputation and trustworthiness of labor in this space is critical.
The commercial segment, which generates the other half of
revenues, has slightly higher barriers to entry, as its niche
market verticals (e.g., nuclear energy and biopharmaceutical
plants) require a certain skill level from service providers.  S&P
expects the company to generate most of its growth from its
education segment.

The rating outlook is stable.  S&P expects GCA's operating
performance to improve primarily through revenue growth and for
credit-protection measures to strengthen modestly but remain
within the criteria and indicative ratios for a "highly leveraged"
financial profile over the next 12 months.  S&P expects the
company to reduce leverage to the 6x area by the end of 2013.

S&P could consider a downgrade if adjusted leverage exceeds the
mid-6x area at the end of 2013.  This could, for example, result
from an inability to win new business or a more aggressive
financial policy that increases the company's debt burden.  S&P
could consider a downgrade if, for example, EBITDA does not
improve by at least 33% from current levels.

While unlikely over the next 12 months, S&P could consider an
upgrade if the company were to strengthen its business profile,
potentially through diversification, while sustaining solid
operating performance.  A higher rating would predicate the
adjusted leverage ratio approaching the mid-4x area, possibly as a
result of approximately 90% EBITDA improvement from current
levels.


GENERAL AUTO: Further Fine-Tunes Plan Disclosures
-------------------------------------------------
General Auto Building, LLC, filed on Dec. 17, 2012, disclosure
statement in support of its Third Amended Reorganization Plan
dated Dec. 17, 2012.

According to the Third Amended Disclosure Statement, generally,
the Plan provides that:

  (a) all membership interests in the Debtor will be canceled on
      the Effective Date;

  (b) North Park Development will purchase a $400,000 membership
      interest in Reorganized Debtor;

  (c) all Insiders and Creditors of Debtor are offered the
      opportunity to purchase membership interests in the
      Reorganized Debtor in $50,000 increments;

  (d) membership interests in the Reorganized Debtor will be
      allocated pro rata among all new investors; and

  (e) the Debtor will operate in the ordinary course and pay all
      Creditors in full or in part over time pursuant to the
      Plan from revenue generated by operations, from cash
      savings, and from the new investment in the Debtor.

The Reorganized Debtor will pay its Secured Creditors, R&H
Construction, Multnomah County, and Homestreet Bank as follows:

     -- R&H Construction Co. filed a proof of claim in the amount
of $146,946.80 secured by a construction lien arising from certain
improvements made to the General Automotive Building.  R&H
Construction believes it is owed the claim amount plus (i)
interest accruing at the rate of 18% per annum until the Effective
Date and (ii) costs and reasonable attorneys' fees.  The Plan
provides that R&H Construction will be paid $178,000 on the
Effective Date.  Any unpaid balance will be payable on the second
anniversary of the Effective Date.  Park & Flanders filed an
objection to the R&H Construction claim and initiated an adversary
proceeding seeking a determination of the validity and priority of
the R&H Construction lien.  In the event that Park & Flanders
prevails, then the R&H Construction claim may not be an Allowed
Secured Claim.

     -- As of the Petition Date, Multnomah County had a lien on
the General Automotive Building for unpaid real property taxes in
the approximate amount of $90,000.  Multnomah County's Secured
Claim will be paid in full prior to the Effective Date.  The
Debtor anticipates that Multnomah County will have no money owing
to it on the Effective Date and, in turn, no Allowed Claim.

     -- Homestreet Bank's Allowed Secured Claim is secured by a
perfected security interest in substantially all of Debtor's
assets, including rents.  Homestreet will retain its interests in
the Tenant Leases notwithstanding the Debtor's assignment of those
leases pursuant to section 9.2.3.8.  Homestreet's Claim will be an
Allowed Secured Claim up to the value of Homestreet's interest in
the property securing the Claim.  In September 2012, the
Bankruptcy Court valued the General Auto Building at $10,800,000.
After subtraction of (i) prior liens determined as of the Petition
Date and (ii) the amount of adequate protection payments, the
Debtor believes that the Allowed Secured Claim of Homestreet will
be less than $10,800,000.  Commencing on the first day of the
first month following the Effective Date and continuing on the
first day of the following 11 months, Homestreet will be paid
monthly payments of interest only.  Commencing on the first day of
the thirteenth month following the Effective Date and continuing
on the first day of each month thereafter, Homestreet will be paid
equal, monthly amortizing payments of principal and interest based
upon a 30-year amortization schedule with a balloon payment of the
unpaid principal plus accrued interest due on the tenth
anniversary of the Effective Date.  After the Petition Date,
Homestreet assigned its claim to Park & Flanders.

General unsecured creditors include Portland Development
Commission's Allowed Claim, which Debtor believes is unsecured.
Commencing on the last business day of April 2013 and continuing
on the last business day of each July, October, January and April
thereafter until paid or satisfied, Reorganized Debtor will pay to
each holder of a Class 4 claim an amount equal to its pro rata
share of the Reorganized Debtor's Excess Cash as of the last day
of the prior calendar quarter.  Payments will continue until the
(a) holders of Class 4 Claims have been paid in full together with
interest at the Federal Judgment Rate; or (b) the last day of
January 2023, whichever will first occur.  However in the event
that holders of Class 4 Claims have received payments totaling at
least 60% of their Class 4 Claim on or before Dec. 31, 2017, then
the Class 4 Claims will be deemed to have been paid and satisfied
in full and Reorganized Debtor will have no further payment
obligations.  If Park & Flanders prevails in its objection to the
R&H Construction secured claim, then the R&H Construction claim
will be a General Unsecured Claim.

Small Unsecured Creditors (creditors with claims of $6,000 or
less) will be paid 60% of their Allowed Claim in cash on the later
of the Effective Date of the Plan or the date on which the Claim
is Allowed.  Small Unsecured Creditors will not receive any
interest payment.

General Auto Lessee, LLC's Allowed Unsecured Claim will be
satisfied by the Reorganized Debtor as follows: On the Effective
Date, the Debtor will assign all Tenant Leases to General Auto
Lessee subject to Homestreet Bank's interests in the Tenant Leases
and Debtor and General Auto Lessee will amend the schedule of base
rent provided in Section 4.1 of the Master Lease as necessary
given the Debtor's historic and projected financial performance.
The Debtor and General Auto Lessee restate and reaffirm their
rights and obligations arising from and after the Effective Date
under the Tax Credit Documents, including but not limited to (i)
General Auto Lessee's obligation to fund all remaining tax credit
investments, (ii) TCC Historic Tax Credit Fund VII L.P.'s option
to sell its membership interest to General Auto Development
Manager, and (iii) General Auto Development Manager, LLC's right
and option to purchase TCC's membership interest in General Auto
Lessee.  The Debtor, TCC, and General Auto Lessee will execute
such mutual releases of pre-Effective Date claims and such
modifications as are necessary or appropriate to effectuate the
intent of the Tax Credit Documents and conform the Tax Credit
Documents to circumstances as of the Effective Date.

The Allowed Unsecured Claims of Insiders will be subordinated to
the payment of all other allowed unsecured claims.

Existing equity interests in the Debtor will be extinguished.

A copy of the Third Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/generalauto.doc242.pdf

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GLOBAL ARENA: To Buy 66.67% Member Interest in MGA From Goldin
--------------------------------------------------------------
Global Arena Holding, Inc., entered into an Agreement of Sale with
Marc Goldin and MGA International Brokerage LLC to purchase 66.67%
of the aggregate outstanding member interests of MGA International
Brokerage LLC.  Goldin is the sole member of MGA.

Pursuant to the Agreement of Sale, the parties agreed as follows:

   (A) Goldin will sell 66.67% of its member interests in MGA to
       Global Arena in exchange for 300,000 options to purchase
       Global Arena common shares.  Each option will be
       exercisable into one common share of Global Arena at the
       exercise price of $.25 per common share.  The exercise
       period will be for one year.

   (B) Global Arena and Goldin will enter into a profit sharing
       agreement relating to the services of Goldin provided to
       MGA.

   (C) MGA will appoint Goldin as Chairman of the Board of
       Directors, Chief Executive Officer and President.  MGA and
       Goldin will enter into an employment agreement as
       appropriate.

   (D) Goldin reserves the right to unwind this transaction at any
       time with 30 days written notice.

A copy of the Agreement of Sale is available at:

                        http://is.gd/yK8Jfz

                         About Global Arena

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

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

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

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


GREEN EARTH: Amends 55 Million Common Shares Prospectus
-------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to the Form S-1 prospectus
relating to the sale, from time to time, by certain stockholders
of up to 55,147,059 shares of the Company's common stock, of which
36,764,706 shares are issuable upon exercise of the conversion
rights contained in the Company's 6.0% Secured Convertible
Debentures due Dec. 31, 2014, in the aggregate principal of
$6,250,000 and 18,382,353 shares are issuable upon exercise of
warrants expiring Dec. 31, 2016.  The conversion price of the
Debentures and the exercise price of the Warrants are $0.17 and
$0.21 per share, respectively.

The prices at which the Selling Stockholders may sell the shares
of the Company's common stock will be determined by the prevailing
market price for the shares or in negotiated transactions.  The
Company will not receive any proceeds from the sale of these
shares by the Selling Stockholders.  However, the Company did
realize gross proceeds of $6,250,000 from the sale of the
Debentures and Warrants and the Company will realize gross
proceeds of $3,860,294 if all of the Warrants are exercised.

The Company's common stock is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended, and is quoted on
the OTC Bulletin Board under the symbol "GETG."

A copy of the amended prospectus is available at:

                        http://is.gd/PXykn5

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $11.26 million for the
year ended June 30, 2012, compared with a net loss of $12.21
million during the prior fiscal year.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended June 30, 2012.  The independent auditors
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$3.78 million in total assets, $12.63 million in total liabilities
and a $8.85 million total stockholders' deficit.


GREEN ENERGY: William D'Angelo Resigns from Board
-------------------------------------------------
William D'Angelo, a director of Green Energy Management Services
Holdings, Inc., informed the Company of his intention to resign
from the Board of Directors of the Company, as a result of the
increased level of commitment that Mr. D'Angelo will need to
devote to his private business interests.  Mr. D'Angelo's
resignation took effect immediately.  Mr. D'Angelo did not make
this decision as the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices.

                        About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $4.83 million in total liabilities, all
current, and a $3.49 million total stockholders' deficit.

                        Bankruptcy Warning

"As of September 30, 2012, we had cash of $13,996 and contract
receivables of $32,193.  With the funds that we currently have on
hand and the potential third party financing to monetize the
revenues projected from our agreement with Co-op City, pursuant to
which we have received approximately $21,000 per month to date, we
believe that we will be able to sustain our current level of
operations for approximately the next 12 months.

"Risk Factors for the matters for which a negative outcome could
result in payments by us of substantial monetary damages, or
changes to our products or our business, which may have a material
and adverse impact on our business, financial condition or results
of operations or force us to file for bankruptcy and/or cease our
operations."


HAWAII OUTDOOR: Amended List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Hawaii Outdoor Tours, Inc., has filed with the U.S. Bankruptcy
Court for the District of Hawaii an amended list of its 20 largest
unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HELCO                              --                     $169,291
P.O. Box 909
Honolulu, HI 96808

EZ Computing                       --                      $32,656
16-572 Ohe Street
Keaau, HI 96749

Ms. Marian RB Thornton, Trustee    --                      $32,251
Eleanor Rose Benda Trust
Carrollton, TX 75006

Wastewater Division                --                      $32,245

Department of Water Supply         --                      $25,691

Hawaiian Telcom                    --                      $20,267

Hirayama Bros. Electric Inc.       --                      $20,000

Ms. Marian RB Thornton, Trustee    --                      $19,146
Eleanor Rose Benda Trust
Carrollton, TX 75006

Thyssenkrupp Elevator Corp.        --                      $12,843

Ashford & Wriston                  --                       $9,805

Hawaii Gas                         ?                        $6,489

Rainbow Isle Refrigeration         --                       $6,239

Oceanic Time Warner Cable          --                       $5,368

Traditional Chinese Medical        --                       $5,000
College of Hawaii

Hawaii Employer's Mutual Insurance --                       $3,677
Co.

Land & Natural Resources           --                       $2,465

Pacific Guardian Life              --                       $1,762

Bankcard Center                    --                       $1,560

3T Poly LLC                        --                         $904

Solid Waste Division - COH         --                         $848

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by CEO Kenneth
Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Tsugawa Biehl Lau & Muzxzi, LLLC, is the proposed counsel for the
Official Committee of Unsecured Creditors of the Debtor.


HAWAII OUTDOOR: Unsecured Creditors Committee Has 3 Members
-----------------------------------------------------------
Tiffany L. Carroll, Acting United States Trustee for Region 15,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Hawaii Outdoor Tours, Inc.

The Creditors Committee members are:

       1. Kawelo Paul Malama
          EZ Computing
          16-572 Ohe Street
          Keaau, HI 96749
          Tel: (808) 966-8890
          E-mail: ezcomputing@hawaiiantel.net

       2. Katherine Hirayama
          Hirayama Bros. Electric, Inc.
          510 Kalanikoa Street
          Hilo, HI 96720
          Tel: (808) 935-0933
          Fax: (808) 961-6388
          E-mail: hbeohana@gmail.com

       3. Pamela Abuna
          Rainbow Isle Refrigeration
          831-H Leilani Street
          Hilo, HI 96720
          Tel: (808) 935-4424
          Fax: (808) 935-4942
          E-mail: rainboisle1@aol.com

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by CEO Kenneth
Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Tsugawa Biehl Lau & Muzxzi, LLLC, is the proposed counsel for the
Official Committee of Unsecured Creditors of the Debtor.


HAWAII OUTDOOR: Hearing on Further Use of Cash on Feb. 25
---------------------------------------------------------
At a hearing on Jan. 22, the Bankruptcy Court continued, by
agreement of Lender First-Citizens Bank & Trust Company and Debtor
Hawaii Outdoor Tours, Inc., the further interim hearing on the
Debtor's use of Lender's cash collateral to Feb. 25, 2013.

First-Citizens Bank holds a first priority security interest in
all property of the Debtor, including cash collateral, as security
for a loan in the principal amount of approximately $9,736,403.67,
together with interest and other fees under the Secured Loan
Agreements.

The State of Hawaii Department of Taxation claims junior lien
interests in the assets of the Debtor as security for a tax claim
in the amount of $473,535.80 as of the Petition Date.

On Dec. 21, 2012, the Bankruptcy Court entered a second stipulated
interim order authorizing the Debtor's use of cash collateral
until Jan. 22, 2013.

As adequate protection, the Debtor will pay to First-Citizens Bank
by Dec. 20, 2012, and thereafter monthly payments of at least
$55,000, paid no later than the 20th day of each month.

First-Citizens Bank is also granted a Senior Replacement Lien in
all of the Borrower Accounts created from and after the Petition
Date and all of the Debtor's Pre-Petition Collateral and related
proceeds.

The State of Hawaii Department of Taxation is granted a second
priority replacement lien in all of the Borrower Accounts created
from after after the Petition Date and all of the Pre-Petition
Collateral and associated proceeds.

The August Lease Payment in the amount of $262,000 to be made by
the Lender to the State of Hawaii Department of Land and Natural
Resources is authorized and entitled to status as an
administrative expense claim, with priority over all other
administrative expense claims, now existing or hereafter arising,
of the kind specified in or ordered pursuant to Sections 105, 326,
330, 331, 503(b), 506(c), 507(a), and 1114 of the Bankruptcy Code.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by CEO Kenneth
Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Tsugawa Biehl Lau & Muzxzi, LLLC, is the proposed counsel for the
Official Committee of Unsecured Creditors of the Debtor.


HAWKER BEECHCRAFT: Court Approves Joint Plan of Reorganization
--------------------------------------------------------------
Hawker Beechcraft, Inc. on Feb. 1 disclosed that the U.S.
Bankruptcy Court for the Southern District of New York has
approved its Joint Plan of Reorganization (Plan), paving the way
for the company to emerge from Chapter 11 in the second half of
February.  In confirming the Plan, Judge Stuart M. Bernstein found
that it satisfied all of the requirements of the U.S. Bankruptcy
Code.

Robert S. ("Steve") Miller, CEO of Hawker Beechcraft, Inc., said,
"[Fri]day's ruling marks the final significant step in the
restructuring process.  Throughout this process, we have been
guided by the goal of emerging in a strong operational and
financial position, with an enhanced ability to compete well into
the future.  Our recapitalization and dramatically reduced debt
load will allow us to do exactly that."

As part of its reorganization, the company intends to rename
itself Beechcraft Corporation and implement a business plan that
focuses on its turboprop, piston, special mission and
trainer/attack aircraft and on its parts, maintenance, repairs and
refurbishment businesses, all of which are profitable and have
high growth potential.

Bill Boisture, Chairman of Hawker Beechcraft Corp., said, "Thanks
to the hard work of our employees and the strong support we have
received from our key creditors, union partners, elected
officials, suppliers and customers, Beechcraft Corporation will
emerge from this process as the world's leading designer and
manufacturer of turboprop, piston and trainer/attack aircraft with
the largest global customer support network in the industry."

          Ownership Structure and Corporate Governance

Hawker Beechcraft expects the Plan to become effective by the end
of February, once all of the conditions for effectiveness have
been met.  Upon emergence, pre-petition secured bank debt,
unsecured bond debt, and certain general unsecured claims will be
canceled and holders of such claims will receive equity in the
reorganized company in the percentages negotiated by the major
creditor groups at the time the company commenced its Chapter 11
proceedings.

Effective upon emergence, the company's new Board of Directors
will include: General Donald G. 'Don' Cook, Gene Davis, Ralph
Heath, David Tolley, Gideon Argov, Robert (Bob) Johnson and Bill
Boisture.  The company expects to name two additional directors
prior to the effective date of the Plan. In addition, Bill
Boisture will become Chief Executive Officer of Beechcraft
Corporation and Steve Miller will become senior advisor to the
board.  The company's existing leadership team will remain in
place, providing continuity and valuable insight into running the
business.

                          Exit Financing

On Jan. 30, the Court approved the company's motion to retain J.P.
Morgan Securities LLC and Credit Suisse Securities (USA) LLC to
act as joint lead arrangers and joint bookrunners to structure,
arrange and syndicate $600 million in exit financing, consisting
of a term loan and a revolving line of credit.  The affiliated
banks of the joint lead arrangers, JPMorgan Chase Bank, N.A. and
Credit Suisse AG, have committed to underwrite the financing.  The
financing will be used to repay all claims under the debtor-in-
possession post-petition credit facility, pay certain settlement
and cure payments and fund ongoing operations.

                          Pension Plans

On Jan. 31, the Court has also approved the company's agreement
with the Pension Benefit Guaranty Corporation (PBGC) and the
International Association of Machinists to address its pension
plans within the context of its restructuring efforts.  According
to the terms of the agreement, accrued retirement benefits for
participants in the company's hourly/union plan will remain the
responsibility of Hawker Beechcraft, while the PBGC will assume
responsibility for the company's base and salaried plans.  Under
the terms of this approach, the company estimates that 100 percent
of union plan participants and more than 99 percent of non-union
plan participants will receive the full amount of normal
retirement pension benefits that have already vested.  The company
has reached a separate agreement to compensate those salaried
employees and retirees whose pension benefits would otherwise have
been reduced.

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

                     About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Assets Fetching Bids of $856.4 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that affiliates of Apollo Global Management LLC and
C. Dean Metropoulos & Co. signed a contract to pay $410 million
cash for a majority of the snack cake business owned by Hostess
Brands Inc.  Along with five plants, the sale includes Hostess and
Dolly Madison brands Twinkies, Mini Muffins, Cup Cakes, Ho Hos,
and Zingers.

The report relates that along with contracts to sell other bread
and cake businesses, Hostess will raise a combined $856.4 million
and possibly more if there is competitive bidding at upcoming
auctions.  The Apollo-Metropoulos contract will face other bids at
a March 13 auction, Hostess said in a statement.

New York-based Apollo said it expects the acquisition to be
completed in April.  Apollo had $110 billion of assets under
management in September.

Greenwich, Connecticut-based Metropoulos owns numerous consumer
food business including Pabst Brewing Co., Stella Foods, and
Ghirardelli Chocolates.  Among premium brands, it has Mumm and
Perrier Jouet champagnes.

The report discloses that the first auction will take place on
Feb. 28 to learn if anyone will top the $390 million offer from
Flowers Foods Inc. for most of the Hostess bread business.  Two
other buyers signed $56.35 million in contracts for other parts of
the bread business and the Drakes cake business.  Those auctions
will occur March 15 if the bankruptcy judge in White Plains, New
York, goes along with the schedule Hostess proposes.

Hostess will use sale proceeds to pay down secured debt.

                       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.


IMS HEALTH: S&P Assigns 'BB-' Rating on $1.7BB & EUR755MM Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Danbury, Conn.-based
IMS Health Inc.'s proposed $1.766 billion U.S. denominated term
loan B-1 and its proposed EUR755 million (US$977 million) term
loan B-1 its 'BB-' issue-level rating with a recovery rating of
'2', indicating S&P's expectation for substantial (70%-90%)
recovery for lenders in the event of payment default.  The
maturity was extended to Sept. 1, 2017 (from Aug. 27, 2017); all
other terms are unchanged.

The rating on IMS Health Inc. reflects its "highly leveraged"
financial risk profile (according to Standard & Poor's Ratings
Services' criteria), highlighted by S&P's expectation for leverage
sustained at more than 5x over the near term.  S&P believes IMS
has a "satisfactory" business risk profile because of its dominant
position as a provider of critical information to the
pharmaceutical market, offset by its narrow focus in providing
information primarily to that market.

RATINGS LIST

IMS Health Inc.
Corporate Credit Rating             B+/Stable/--

New Ratings

IMS Health Inc.
$1.766 term loan B-1 due 2017       BB-
   Recovery Rating                   2
EUR755M term loan B-1 due 2017      BB-
   Recovery Rating                   2


INDALEX LTD: Canadian Supreme Court Rules on Insolvency
-------------------------------------------------------
Osler, Hoskin & Harcourt LLP disclosed that the Supreme Court of
Canada released its highly anticipated decision in Indalex Limited
(Re) on Feb. 1.  The ruling stemmed from an appeal of an Ontario
Court of Appeal decision that had created commercial uncertainty
among many participants in the financial services, pensions and
restructuring industries.

At issue was a priority dispute between a court ordered super-
priority charge granted to a lender under the Companies' Creditors
Arrangement Act (Canada) (CCAA) and deemed trusts, including under
the Ontario Pension Benefits Act (PBA), in respect of the deficit
in a defined benefit pension plan.

The Supreme Court of Canada:

    * Unanimously affirmed the priority of a court ordered charge
in insolvency proceedings over the interests of provincial pension
claims.

    * Affirmed the broad scope of a provincial statutory deemed
trust over the full value of a pension wind up deficiency.

    * Left governance challenges for plan sponsors and
administrators unresolved.

                            Background

Indalex had obtained creditor protection under the CCAA.  In the
CCAA proceedings, beneficiaries of two underfunded defined benefit
pension plans sponsored and administered by Indalex opposed a
motion to distribute the proceeds from the sale of the company's
assets to satisfy a secured claim.  The secured claim was held by
Indalex's U.S. based parent after it satisfied a guarantee
obligation to an arm's length lender that had advanced interim
financing directly to Indalex relying on a court ordered
superpriority charge.

The beneficiaries argued that assets of Indalex with value equal
to the full funding deficiencies (not just unpaid amounts due to
be paid) were deemed to be held in trust pursuant to provisions of
the PBA, and equivalent proceeds of sale should be remitted to the
plans on a priority basis, regardless of the court ordered super-
priority of the secured claim.  The beneficiaries also argued that
there were governance, fiduciary duty and notice issues inherent
in Indalex's CCAA process, and the treatment of pension interests
therein that justified the imposition of the equitable remedy of a
constructive trust.  The CCAA court nevertheless approved the
distribution to satisfy the secured claim.

The Ontario Court of Appeal overturned the CCAA court's decision
and found that the deemed trust provisions of the PBA apply to all
amounts required to liquidate pension plan wind up liabilities,
even if those amounts are not yet due under the plan or
regulations.  The Court of Appeal held that the deemed trust
amount should be paid in priority to the holder of a superpriority
"debtor-in-possession" charge over the assets of Indalex, despite
the CCAA court order creating the charge specifying that it ranked
in priority over trusts "statutory or otherwise".  Though one of
the two pension plans had not been wound up and the PBA deemed
trust provisions did not apply, the Court of Appeal found that
there was an intention to wind up the plan and awarded priority to
that plan on the basis that Indalex had breached its fiduciary
obligations in the course of acting as administrator of the plans
(in part through steps taken within the CCAA proceedings),
resulting in the imposition of a constructive trust by the Court
of Appeal over Indalex's assets.

The Supreme Court of Canada was asked to consider and bring
clarity to several points of law in Indalex that directly affected
the interests of pensioners, pension sponsors and administrators,
and financiers in the aftermath of insolvency.  However, the scope
and importance of many of the issues raised in Indalex apply
equally in non-insolvency circumstances and a number of interested
parties sought to intervene at the Supreme Court of Canada as a
result, including the Canadian Bankers Association, the
Superintendent of Financial Services (Ontario), the Canadian
Labour Congress, the Canadian Federation of Pensioners and the
Insolvency Institute of Canada.

                           About Osler

Osler -- http://www.osler.com-- is a business law firm practising
nationally and internationally from offices across Canada and in
New York.

                          About Indalex

Indalex Limited produces soft alloy and aluminum extrusion
products in North America.  It offers custom extrusions,
fabricated components, rigid aluminum conduits, and aluminum
billets for industrial, commercial, and residential applications
internationally.  The company is based in Mississauga, Canada.
Indalex Limited operates as a subsidiary of Indalex Holding
Corporation.


INDIANAPOLIS DOWNS: Court Confirms Sale-Based Plan
--------------------------------------------------
Indianapolis Downs, LLC and Indiana Capital Corp. won confirmation
of their Modified Second Amended Joint Plan of Reorganization.
Bankruptcy Judge Brendan Linehan Shannon, in a Jan. 31 decision,
overruled objections lodged by (i) the so-called Oliver Parties,
who include senior management and holders of equity and debt
instruments of the Debtors; (ii) the United States Trustee; and
(iii) parties, who agreed to support the Plan, to certain releases
contained in the Plan.

The Court also denied the Oliver Parties' motion to disregard the
votes of any creditors that executed a post-petition (but pre-
disclosure statement) restructuring support agreement with the
Debtors.

The Debtors are selling substantially all of their assets to rival
Centaur LLC for $500,000,001.  The Oliver Parties contend the Plan
is not feasible because the transactions contemplated under the
Plan are conditioned upon receipt of regulatory approvals and
licensing by the Indiana Gaming Commission and the Indiana Horse
Racing Commission.  If the necessary approvals are not obtained,
that transaction will fail and the Plan will likewise fail.  The
uncertainty of receipt of those approvals dooms the Plan,
according to the Oliver Parties.

According to Judge Shannon, 11 U.S.C. Sec. 1129(a)(11) does not
require a guarantee of the plan's success; rather the proper
standard is whether the plan offers a "reasonable assurance" of
success.  Judge Shannon cited rulings in Kane v. Johns-Manville
Corp. (In re Johns-Manville Corp.), 843 F.2d 636, 649 (2d Cir.
1988) (holding that a plan may be feasible although its success is
not guaranteed); In re Rivers End Apartments, Ltd., 167 B.R. 470,
476 (Bankr. S.D. Ohio 1994) (to establish feasibility, "a [plan]
proponent must demonstrate that its plan offers a reasonable
prospect of success and is workable").

"It is not at all unusual for consummation of a Chapter 11 plan to
be conditioned upon the expectation of approval by regulatory
authorities, and courts have not typically held up confirmation of
a plan to wait for issuance of such approvals," Judge Shannon
said, citing In re Tribune, 464 B.R. 126, 185 (Bankr. D. Del.
2011).

Judge Shannon said plan proponent bears the burden of
demonstrating that achieving the necessary approvals is not
subject to "material hurdles" or readily anticipated, significant
obstacles.  According to the judge, the Debtors have carried their
burden regarding feasibility.

"The entity requiring regulatory approvals in this case is
Centaur; the record reflects that Centaur already operates the
only other racino in Indiana and has been duly licensed to do so.
Further, in approving the sale to Centaur, the Court has already
made necessary findings regarding Centaur's ability to close the
transaction, which is similarly predicated upon regulatory
approvals," Judge Shannon explained.

"But beyond the evidence presented in the sale hearing -- which
was adequate for its purpose -- there are also readily apparent
and practical considerations that give the Court confidence that
there is a reasonable assurance of success:  Centaur is already in
this business in the State of Indiana, and has thus already
successfully gone through the licensing process. It has committed
half a billion dollars to this deal. Absent compelling evidence to
the contrary, it is almost inconceivable that Centaur, the Debtors
and the other stakeholders in these cases would have headed down
this path unless they were confident that the necessary licenses
and approvals would be obtained."

The Debtors entered bankruptcy with substantial secured
indebtedness.  The Debtors' filings reflect outstanding first
priority secured indebtedness (as of the Petition Date) in excess
of $98 million.  Second lien debt, secured and junior only to the
first lien debt, was in the amount of $375 million, plus accrued
interest and fees.  An ad hoc group of holders of the second lien
debt was organized and participated actively in this matter, both
before and after the Petition Date.  The Debtors also issued third
lien debt, with approximately $78 million (plus accrued interest)
of such obligations outstanding as of the Petition Date.

Fortress Investment Group, LLC, holds a substantial portion of the
third lien debt (and second lien debt as well), and has actively
participated in these proceedings both pre- and post-petition.
The second and third lien obligations are guaranteed by all of the
Debtors and are secured by substantially all of the Debtors'
assets.

The record reflects that the Debtors struggled to service their
debt obligations, and in late 2010 the Debtors failed to make a
required interest payment due to holders of the second lien debt.
Fortress, the Ad Hoc Second Lien Committee and the Debtors' equity
owners made formal and informal restructuring proposals to resolve
the Debtors' financial distress. None of these pre-bankruptcy
negotiations succeeded in resolving the Debtors' looming crisis.

Faced with the impending expiration of a forbearance period, the
Debtors commenced these cases in hopes of brokering a
comprehensive financial restructuring under the protection of
Chapter 11.

Following months of negotiations and occasional litigation, the
Debtors, Fortress and the Ad Hoc Second Lien Committee ultimately
achieved consensus on a process that provided for a "parallel
path" approach to the Debtors' reorganization. The parties agreed
on a plan that contemplated that the Debtors would test the market
to determine whether bids would be made for their assets at a
sufficiently high level that their major creditor constituents
would support a sale. As an alternative simultaneous approach,
these parties agreed that if the marketing effort failed to
produce adequate offers, then the plan would permit the Debtors to
proceed with a recapitalization. This "parallel path" approach was
embodied in a Restructuring Support Agreement dated April 25,
2012.

The RSA was filed with the Court on April 25, 2012, immediately
after it was executed.  The Debtors also filed a proposed
Disclosure Statement and accompanying Plan on April 25.

After a hearing held on June 21, 2012, the Court approved the
Debtors' Disclosure Statement over the objection of the Oliver
Parties.  The Debtors' marketing effort ultimately proved
successful, culminating in the half billion dollar bid from
Centaur.  No superior competing bids were received, and the
Debtors proceeded forward with a combined hearing to request
approval of the sale to Centaur, and confirmation of the Plan
which is predicated upon that sale.

The Court held that combined hearing on Oct. 19 and 22, 2012. At
the confirmation hearing, the Court heard and considered testimony
from six live witnesses, and collectively admitted into evidence
over 200 exhibits from the Debtors and the Oliver Parties.

By Order dated Oct. 31, 2012, the Court approved the sale of
substantially all of the Debtors' assets to Centaur and overruled
the Oliver Parties' objections relating to the sale.  The sale
transaction is proceeding forward to closing, subject to receipt
of various regulatory approvals needed by Centaur from the State
of Indiana.

A copy of the Court's Jan. 31 Memorandum Opinion is available at
http://is.gd/wWt0qffrom Leagle.com.

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.

David W. Carickhoff, Esq., at Blank Rome LLP; and Scott L.
Alberino, Esq. -- salberino@akingump.com -- at Akin Gump Strauss
Hauer & Feld LLP, in Washington, DC, represent the Ad Hoc Second
Lien Committee.

Thomas M. Horan, Esq. -- thoran@wcsr.com -- at Womble Carlyle
Sandridge & Rice, LLP; and Brian L. Shaw, Esq. --
Bshaw100@shawgussis.com -- at Shaw Gussis Fishman Wolfson & Towbin
LLC, represent the so-called Oliver Parties.  The Oliver Parties
consist of Ross J. Mangano, both individually and as the trustee
of the Jane C. Warriner Trust dated February 26, 1971, the J.
Oliver Cunningham Trust dated February 26, 1971, and the Anne C.
McClure Trust dated February 26, 1971, Troon & Co., John C.
Warriner, Oliver Estate, LLC, and Oliver Racing, LLC.

Matthew Lunn, Esq. -- mlunn@ycst.com -- at Young Conaway Stargatt
& Taylor, LLP; and Kristopher Hansen, Esq. -- khansen@stroock.com
-- Stroock & Stroock & Lavan, represent Fortress Investment.


INTERFACE SECURITY: Moody's Rates $230MM Second Lien Notes 'B3'
---------------------------------------------------------------
Moody's Investor Service converted the Corporate Family Rating and
the second lien notes rating of Interface Security Systems
Holdings, Inc. to definitive from provisional ratings upon closing
of the refinancing transaction. Concurrently, Moody's assigned a
B3-PD Probability of Default Rating. The ratings outlook remains
stable.

The following ratings were converted to definitive:

- Corporate Family Rating, to B3 from (P)B3

- USD230 (upsized from USD225) million second lien notes due
   2018, to B3 (LGD4, 55%) from (P)B3 (LGD4, 56%)

Moody's assigned the below rating:

- Probability of Default Rating, B3-PD

Ratings Rationale

The B3 CFR reflects Interface's modest revenue base, even with
organic growth of 30% in 2011. Pro forma for the acquisition of
Westec, revenues are approximately USD114 million. The ratings are
constrained by a short operating history at the current size and
scale, significant customer concentration, and weak credit metrics
calculated under generally accepted accounting principles (GAAP).
Because of management's strategy to grow the commercial business,
Moody's expects reported free cash flow to remain materially
negative over the next 12-18 months. Interface intends to
partially fund new installations at customer locations from
drawings on a USD45 million revolver (unrated). Nonetheless,
Moody's anticipates at least USD25 million of revolver
availability throughout 2013.

If Interface were to instead maintain a flat or steady state
recurring monthly revenue base, Moody's estimates that levered
free cash flow would be modestly positive in 2013. Pro forma debt
/ RMR of approximately 29 times (excluding preferred stock) is
comparatively lower than debt / RMR at other single B rated alarm
monitoring issuers. The ratings are further supported by
Interface's contracted backlog, the steady and predictable revenue
streams provided by subscriber contracts, and the high mix
(greater than 75% of RMR) of commercial revenues which inherently
generate higher average rates per unit and lower attrition rates
than are typical with residential subscribers.

The stable outlook reflects Moody's expectation that Interface
will maintain an adequate liquidity profile over the next 12-18
months, despite some reliance on the revolver to partly fund
expected double-digit revenue growth. The ratings could be
upgraded if Interface can organically grow RMR, improve GAAP
credit metrics and materially improve its liquidity profile while
maintaining debt / RMR and commercial attrition rates at current
levels. The ratings could be downgraded if liquidity deteriorates,
debt/RMR approaches 35 times, ARPU declines meaningfully, or
commercial attrition rates weaken.

The principal methodology used in rating Interface Security
Systems Holdings, Inc. was the Global Business & 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.

Interface provides alarm monitoring and secured broadband services
to approximately 107 thousand customers in the U.S. The company is
majority-owned by affiliates of SunTx and reported revenues of
USD104 million in the twelve months ended September 30, 2012.


INTERTAPE POLYMER: S&P Raises CCR to 'B+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Intertape Polymer Group Inc. to 'B+' from 'B'.  The
outlook is stable.  At the same time, S&P raised its issue-level
rating on the company's subordinated notes, which are issued by
subsidiary Intertape Polymer U.S. Inc., to 'B-' from 'CCC+'.  The
recovery rating on the notes remains unchanged at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery in the event
of a payment default.

"The upgrade reflects a significant increase in Intertape's 2012
earnings, resulting from an improved pricing environment, a shift
in mix to higher margin products, and ongoing cost reduction
initiatives," said Standard & Poor's credit analyst Danny Krauss.

S&P expects 2012 EBITDA of more than $85 million, substantially
higher than the $63 million generated the prior year.  Higher
earnings and cash flows have allowed for significant debt
reduction and thus a meaningful improvement in credit metrics.
The key ratio of funds from operations (FFO) to total debt was
32% as of Sept. 30, 2012--a significant increase from 17% a year
earlier.  S&P adjusts debt by about $30 million to include the
present value of operating leases and tax-adjusted postretirement
benefit obligations.  S&P believes that the ratio will continue to
reflect volatility in the company's operating performance and,
over the business cycle, S&P expects the ratio to average about
20%, which S&P considers appropriate for the rating.

The ratings on Intertape reflect S&P's assessment of the company's
business risk profile as "weak" and financial risk profile as
"aggressive."  With annual sales of about $780 million as of
Sept. 30, 2012, Intertape manufactures mainly tapes, films, and
woven products for the industrial, packaging, housing and
construction, and food and consumer durables end markets.

"The outlook is stable.  We expect the company's continued focus
on shifting to a higher margin product mix, ongoing cost reduction
initiatives, and new product introductions will allow it to
maintain EBITDA margins at greater than historical levels.  We
believe that Intertape is well positioned to benefit from the
cyclical recovery in the U.S. housing market and continued pickup
in industrial production.  In our base-case scenario, we assume
that the company will repay the remaining subordinated notes in a
timely manner while maintaining sufficient liquidity under the ABL
facility.  Given the current limitations in the company's business
risk profile, highlighted by its limited diversity and meaningful
exposure to cyclical end markets, we view the possibility of an
upgrade over the next year as unlikely," S&P said.

"We could lower the ratings if the company is unable to pass on
raw material cost increases to its customers in a timely manner,
or if more competitive market conditions cause the recent
improvement in EBITDA to reverse and free cash flow to turn
negative.  Based on our downside scenario, we could lower the
ratings if EBITDA margins deteriorate by 400 basis points or more
from current levels, coupled with a moderate drop in revenues.  We
could also lower the ratings if aggressive financial policy
decisions, including large outlays for shareholder rewards or
acquisitions, reduce the company's liquidity position and result
in the FFO-to-debt ratio deteriorating to about 15%," S&P added.


JEFFERSON COUNTY, AL: Bondholders Begin Hearing to Take Over
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a hearing began in the municipal bankruptcy of
Jefferson County, Alabama, where holders of defaulted sewer bonds
are asking the bankruptcy judge for permission to continue a
lawsuit in state court, re-impose a receiver to run the sewage
system, and raise rates paid by customers.

The report notes that once the court receives all the evidence and
hears the lawyers' arguments, U.S. Bankruptcy Judge Thomas B.
Bennett in Birmingham typically issues a lengthy, erudite opinion
a month or two later, laying out the historical underpinnings of
the legal and factual issues.

The report recounts that on a dispute over closing a county
hospital, Judge Bennett wrote an opinion in December explaining
why the county isn't solely responsible for its financial
difficulties.  Judge Bennett said that the county's fiscal
problems resulted from failure of the legislature to give the
county taxing authority to make up for lost revenue when a wage
tax was voided by the state Supreme Court.  He said anyone is
"ill-informed" who believes financial problems are only the result
of the county's conduct.

                      About Jefferson County

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Massachusetts Agency Wants to Pursue Action
------------------------------------------------------------
Massachusetts Housing Finance Agency asked the U.S. Bankruptcy
Court for the Southern District of New York for an order
clarifying that the automatic stay does not preclude Mass Housing
from filing a declaratory judgment action in Massachusetts state
court against Lehman Brothers Special Financing, Inc. and Lehman
Brothers Holdings, Inc.

In the alternative, Mass Housing asks relief from the automatic
stay, pursuant to Section 362(d) of the Bankruptcy Code, so that
it may commence the litigation.

D. Ross Martin, Esq. at Ropes & Gray LLP, in Boston, Massachusetts
-- ross.martin@ropesgray.com -- relates that Mass Housing seeks to
file a complaint against LBSF and LBHI in the Business Litigation
Session of the Superior Court of Massachusetts, seeking a
declaration that Lehman's purported termination of certain
interest rate swap transactions, between Mass Housing and LBSF,
was not valid because Mass Housing had validly terminated the swap
transactions at issue over two years earlier.

Mass Housing is an independent public agency that was created by
an act of the Massachusetts Legislature in 1966 to increase the
availability of affordable rental and for-sale housing in the
Commonwealth of Massachusetts.  Mass Housing provides long-term
fixed rate mortgage loans to low-income residents of the
Commonwealth of Massachusetts and long-term fixed rate mortgage
loans to developers of low-income multi-family housing in the
Commonwealth.  Mass Housing also finances loans to low-income
residents and housing projects through the issuance of bonds,
among other financing sources.

Prior to LBSF's bankruptcy filing, Mr. Martin relates that Mass
Housing entered into various long-term swaps with LBSF to finance
housing projects with forty-year fixed rate loans funded by
variable rate bonds, and to hedge its real exposure to interest
rate fluctuations that could impact its lending activities and
ability to pay bond holders.  Because Mass Housing was hedging
substantial financial risk, he asserts that it was particularly
important to Mass Housing to have a financially stable
counterparty for the life of its swaps, which has become
ineffective after LBSF filed for Chapter 11 with an eye towards
an orderly liquidation and wind-down.

Mass Housing properly terminated the interest rate swaps at issue
in June 2009 solely because of Lehman's bankruptcy and
immediately paid LBSF over $5.69 million as a termination
payment, Mr. Martin discloses.  However, he asserts, LBSF
consistently demanded an additional termination payment from Mass
Housing, and following negotiations, LBSF demanded a
substantially higher termination payment.

Mass Housing specifically negotiated with LBSF for the right to
litigate disputes arising out of the interest rate swap
transactions in the Commonwealth, Mr. Martin says.  He contends
that Mass Housing has filed this request, however, out of an
abundance of caution to confirm that the automatic stay does not
prohibit Mass Housing from filing the Complaint against LBSF in
the Commonwealth.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Inks Settlement With Standard Chartered Bank
-------------------------------------------------------------
Lehman Brothers Holdings Inc. struck a deal with Standard
Chartered Bank and Standard Chartered Bank Korea, which calls for
the dismissal of its lawsuit against the banks.

The lawsuit, which Lehman filed early last year, was halted
pursuant to an earlier order from the bankruptcy court overseeing
its bankruptcy case.  In its lawsuit, the company asserted claims
for fraudulent transfers and asked for the reclassification of
Standard Chartered's claims.

Under the deal, both sides agreed for the dismissal of the
lawsuit and the allowance of the banks' claims under Lehman's
Chapter 11 plan.  SCBK can assert a claim of more than $36.4
million against Lehman while the other bank can assert a claim of
more than $25.6 million.

The deal is formalized in a 12-page agreement which can be
accessed for free at http://is.gd/fAxuBw

Weil Gotshal & Manges LLP, the company's legal counsel, was slated
to present the agreement to Judge James Peck for signature on
January 29.  Objections were due by January 28.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Has Deal to Cut Drawbridge Claim to $25.6-Mil.
---------------------------------------------------------------
Lehman Brothers Holdings Inc. has signed an agreement, which
calls for the amendment of Drawbridge Global Macro Master Fund
Ltd.'s claim against the company.

Drawbridge filed a claim in the sum of $120,365,128, which stems
from a guarantee signed on November 27, 2002 and another
guarantee signed by the executive committee of Lehman's board of
directors.

Under the deal, Drawbridge can only assert a claim of $25,623,204
against the company with respect to the 2002 guarantee.  Lehman
also agreed to withdraw the subpoena it served against the fund.
The agreement, which needs court approval, can be accessed for
free at http://is.gd/IByoZF

The subpoena was served on July 23, 2012, to force Drawbridge to
turn over certain documents to Lehman's attorneys as part of its
investigation of companies involved in various Lehman deals.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFEPOINT HOSPITALS: Fitch Assigns 'BB+' Rating to $225M Term Loan
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to LifePoint Hospitals,
Inc.'s proposed $225 million bank term loan.  The ratings apply to
approximately $1.7 billion of debt at Sept. 30, 2012.

Proceeds of the new term loan are expected to be used to refinance
the $225 million 3.25% convertible senior subordinated debentures
due 2025, which are puttable to the company in February 2013. The
proposed bank term loan is permitted based on the terms of the
company's credit agreement, under which an accordion feature
permits additional secured debt subject to a leverage ratio
condition.

Sensitivity/Rating Drivers

-- At 3.3x EBITDA at Sept. 30, 2012, LifePoint's gross debt
    leverage is amongst the lowest in the for-profit hospital
    industry.

-- Fitch expects debt could trend higher during 2013 as the
    result of funding acquisitions and a higher level of capital
    expenditures, but to remain consistent with the company's
    publicly stated leverage target of 3x-4x EBITDA.

-- Liquidity is solid. While lower profitability and higher
    capital expenditures could pressure the level of free cash
    flow (FCF; cash from operations less dividends and capital
    expenditures), Fitch expects it to remain above $150 million
    annually.

-- Organic operating trends in the for-profit hospital industry
    are presently weak, but Fitch expects the sector to benefit
    from the implementation of the Affordable Care Act (ACA)
    starting in 2014. LifePoint's recent hospital acquisitions are
    supporting growth for the company.

Solid Balance Sheet Helps Acquisition Strategy

LifePoint has consistently demonstrated a strong level of
financial flexibility in recent years and at current levels the
financial and credit metrics provide significant headroom within
the 'BB' rating category. Gross debt leverage is among the lowest
in the for-profit hospital industry. Pro forma for the proposed
bank debt and pay-down of the convertible debentures, debt-to-
EBITDA will equal 1.4x through the senior secured bank debt, 2.1x
through the senior unsecured notes, and 3.3x through the senior
subordinated convertible notes.

Hospital acquisitions have recently been a top use of cash for
LifePoint, consuming 50%, 30%, and 71% of CFO in 2010, 2011 and
the LTM ended Sept. 30, 2012, respectively. Fitch estimates that
the company's recent acquisitions will contribute about $240
million of revenue in 2012, or about 6.7% of the company's 2011
revenue before bad debt expense of $3.5 billion. In recent years,
LifePoint has primarily used cash on hand to fund a series of
small acquisitions, focusing on inpatient acute care hospital
assets. With CFO trending around $350 million and capital
expenditures around $225 million, Fitch estimates that LifePoint
can fund two or three transactions with cash on hand annually.

Fitch believes that LifePoint's relatively stronger balance sheet,
coupled with a track record of successfully managing sole provider
hospitals in rural markets, help make the company an attractive
acquirer of hospitals in its preferred markets. However, Fitch
does not believe that the company has a financial incentive to
manage its balance sheet with debt below 3.0x EBITDA and expects
leverage could trend higher in 2013 due to the funding of hospital
acquisitions and share repurchases.

Good Financial Flexibility

A favorable debt maturity schedule and adequate liquidity also
support LifePoint's credit profile. There are no debt maturities
in the capital structure until 2014 when the $575 million senior
subordinated convertible notes mature. At Sept. 30, 2012,
liquidity was provided by approximately $98 million of cash,
availability on the company's $350 million bank credit facility
revolver ($280 million available), and FCF ($121 million for the
latest 12 months [LTM] period, defined as cash from operations
less dividends and capital expenditures).

Fitch projects that LifePoint's FCF will contract by about $30
million in 2012 versus the 2011 level of $182 million. This is
because of lower profitability and higher capital expenditures. An
expectation for a slight contraction in the EBITDA margin in 2012
is primarily because of the integration of less profitable
acquired hospitals.

Rural Market Recovery Lagging Broader Industry

LifePoint is the only pure-play non-urban hospital operator in the
industry, with a sole-provider position in 52 of its 56 markets,
although it has gained exposure in larger rural and small suburban
markets through some of its recent acquisitions. Having sole-
provider status in the vast majority of its markets confers
certain benefits on LifePoint in capturing organic patient volume
growth as well as in negotiating price increases with commercial
health insurers.

While LifePoint's organic patient volume growth has recently
lagged the broader for-profit hospital industry, the company's
results have not been inconsistent with the experience of other
rural and suburban market hospital operators. While persistently
weak organic volume trends across the industry began to show signs
of improvement in the second half of 2011, providers in urban
markets have exhibited a much stronger rebound in volume growth.

LifePoint's management has attempted to address lagging volumes by
focusing physician recruitment on fast-growing specialty areas and
ramping up its outpatient services. This strategy appears to be
having some effect since the company's organic volume growth
improved slightly in the third quarter of 2012.

Fitch notes that LifePoint's same-hospital net revenue growth of
1.3% in the third quarter of 2012 slowed relative to recent
periods, primarily because of a weak trend in pricing. Same-
hospital net revenue per adjusted admission was up only 2.9% year
over year. This is concerning since strong trends in pricing have
been supporting top-line growth for non-urban hospital providers
in light of weak volume growth for the past several quarters.

Healthcare Reform Positive Driver In 2014

The main provisions of the ACA that will affect the for-profit
hospital industry include the mandate for individuals to purchase
health insurance or face a financial penalty, and the expansion of
Medicaid eligibility. These elements are currently expected to
take effect in early 2014.

Fitch expects an initially positive effect on the acute-care
hospital industry because of the coverage expansion elements of
the ACA, mostly as the result of reduced levels of uncompensated
care, but also through a mildly positive boost to utilization of
healthcare services. Over the several years following the coverage
expansion, Fitch expects to see some erosion of the initial
benefits due to a reduction in Medicare reimbursement required by
the ACA, as well as likely lower rates of commercial health
insurance reimbursement.

What Could Trigger A Rating Action:

LifePoint's current financial and credit metrics provide decent
headroom within the 'BB' rating category. However, a positive
rating action is unlikely in the near term unless Fitch believes
the company will maintain its gross debt level at or below 3.0x
EBITDA.

A downgrade could result from gross debt to EBITDA being
maintained above 4.0x and FCF generation remaining below $150
million annually. Drivers of higher leverage and lower cash
generation could include leveraging acquisitions, difficulties in
integrating recent acquisitions, and a persistently weak organic
operating trend in the for-profit hospital sector.

DEBT ISSUE RATINGS

Fitch currently rates LifePoint as:

-- IDR 'BB';
-- Secured bank facility 'BB+';
-- Senior unsecured notes 'BB';
-- Subordinated convertible notes 'BB-'.


LIFEPOINT HOSPITALS: Moody's Gives 'Ba1' Rating to USD225MM Loan
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 (LGD 3, 31%) to
LifePoint Hospitals, Inc.'s. (LifePoint) new senior secured term
loan B. Moody's existing ratings on the company, including the Ba2
Corporate Family Rating and Ba2-PD Probability of Default Rating,
are unchanged and the outlook for the ratings remains stable.
Moody's understands that the proceeds of the new term loan will be
used to refinance the company's 3.25% convertible senior
subordinated notes, which are puttable back to company in March
2013.

Following is a summary of Moody's ratings actions.

Ratings assigned:

  USD225 million senior secured term loan B due 2017, Ba1 (LGD 3,
  31%)

Ratings unchanged / LGD assessments revised:

  Senior secured revolving credit facility expiring 2017, to Ba1
  (LGD 3, 31%) from Ba1 (LGD 2, 28%)

  Senior secured term loan A due 2017, to Ba1 (LGD 3, 31%) from
  Ba1 (LGD 2, 28%)

  6.625% senior unsecured notes due 2020, to Ba1 (LGD 3, 31%)
  from Ba1 (LGD 2, 28%)

  3.25% convertible senior sub notes due 2025, to Ba3 (LGD5, 84%)
  from Ba3 (LGD 5, 82%)

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

  Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

LifePoint's Ba2 Corporate Family Rating reflects Moody's
expectation that the company's operating performance will result
in strong interest coverage and cash flow coverage of debt.
Leverage is expected to remain moderate and could increase
modestly as the company pursues acquisitions. Therefore, Moody's
does not expect a near term reduction in debt as the company
deploys free cash flow to acquisitions and share repurchase
activity. The rating also incorporates Moody's expectation of a
continuation of the difficult operating environment characterized
by increasing bad debt expense and weak volume trends.

Given the expectation that leverage will not likely decline
meaningfully beyond current levels and could increase modestly,
Moody's does not expect an upgrade in the near term. However,
Moody's could upgrade the rating if the company continues to grow
earnings through acquisitions that do not significantly disrupt
operations or require a material use of incremental debt, such
that debt to EBITDA is sustained at or below 3.0 times.

Moody's could downgrade the rating if it believes LifePoint's
financial policy is changing and aggressively pursues debt
financed acquisitions or share repurchases or if the company
experiences operating challenges such that leverage was expected
to approach 4.0 times.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Brentwood, Tennessee, LifePoint operates general
acute care hospitals with operations predominantly in non-urban
communities. The company generated revenue of approximately USD3.9
billion, before considering the provision for doubtful accounts
(USD3.3 billion net of the provision), for the twelve months ended
September 30, 2012.


LIFEPOINT HOSPITALS: S&P Assigns 'BB-' Rating to $225MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Brentwood, Tenn.-based
LifePoint Hospitals Inc.'s proposed $225 million senior secured
term loan its 'BB-' issue-level rating (the same as the 'BB-'
corporate credit rating on the company).  S&P also assigned the
notes a recovery rating of '3', indicating its expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  Although the transaction replaces unsecured debt
with secured debt, recovery prospects for the company's secured
debt remain consistent with the current recovery rating.  The
company plans to use the proceeds to refinance existing debt.

LifePoint's "weak" business risk profile reflects reimbursement
risk, regional competition despite its large number of sole
community providers, and the limited supply of health care
professionals in its largely nonurban markets.  LifePoint's
leverage remains consistent with its "significant" financial risk
profile, considering its acquisition and share repurchase
activity.  S&P expects EBITDA to grow through 2013, about in line
with revenues.  The EBITDA expansion, and limited borrowing needs
for its ongoing operations, could keep leverage at the low end of
LifePoint's 3x-4x target range.

RATINGS LIST

LifePoint Hospitals Inc.
Corporate Credit Rating      BB-/Stable/--

New Ratings

LifePoint Hospitals Inc.
$225M sr secrd term loan     BB-
   Recovery Rating            3


LODGENET INTERACTIVE: Loan Approved, Confirmation Set for March 7
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LodgeNet Interactive Corp., a provider of television
and Internet access for the hotel industry, began a prepackaged
Chapter 11 on Jan. 27 in New York and may wrap up the
reorganization at a confirmation hearing on March 7.

According to the report, the bankruptcy judge granted the company
interim authority to borrow $5 million from a loan facility,
ultimately providing $15 million in new credit.  The final hearing
to approve financing is scheduled for Feb. 27.  The loan for the
Chapter 11 effort will include the conversion of $15 million in
pre-bankruptcy secured debt into an obligation created during the
Chapter 11 case.  Gleacher & Co. is agent for the lenders.

The plan, the report relates, was accepted by affected creditors
before the bankruptcy filing.  At the March 7 hearing, the judge
will first determine if disclosure materials provided sufficient
information so that creditors could vote intelligently.  Next, she
will consider signing a confirmation order approving the plan.

The Plan provides for an amendment to the terms of the Debtors'
funded debt to, among other things, extend the maturity date,
adjust the interest rate, modify certain financial covenants, and
potentially bifurcate the loan into a first lien and a second lien
piece.  As of Dec. 31, 2012, the Debtors owe $332.6 million under
a term loan and $21.5 million under a revolver under a credit
agreement provided by lenders led by Gleacher Products Corp., as
administrative agent.

The Plan also contemplates the Debtors' entry into a new agreement
pursuant to which DIRECTV will assume the cost of installation of
systems in hotels and healthcare facilities, alleviating the
Debtors of expensive and cash intensive burden.

Prior to the filing of the chapter 11 cases, certain investors
signed an investment agreement, dated as of Dec. 30, 2012, under
which they agree to purchase 100% of the shares of the new common
stock in Reorganized LodgeNet Interactive for at least $60 million
in the aggregate.  The group of investors is led by Col-L
Acquisition, LLC, a subsidiary of Colony Capital, LLC.  Colony was
selected by the Debtors following a thorough search for potential
acquirers or investors by the Debtors and their advisors.

On or before the Effective Date of the Plan, Reorganized LodgeNet
Interactive will enter into an amended credit agreement providing
for an exit term loan with a term of five years, and in the
aggregate principal amount of $346,406,542.  Reorganized LodgeNet
Interactive also expects to enter into a $20 million revolving
loan agreement.

The Plan classifies claims against, and interests in, the Debtors,
and provides for the treatment of each class as follows:

       Class                       Treatment
       -----                       -----------
1: Priority Non-Tax Claims    Payment in full in cash on Effective
                              Date or later date on which such
                              Claim is Allowed

2: Prepetition Lender
    Claims                    Pro rata share of the Exit Term
                              Loan

3: Other Secured Claims       In Debtors' sole discretion, any of
                              (i) payment in full in cash on the
                              Effective Date or later date on
                              which such Claim is Allowed, (ii)
                              reinstatement pursuant to Section
                              1124 of the Bankruptcy Code or (iii)
                              such other distribution in
                              satisfaction of section 1129 of the
                              Bankruptcy Code

4: General Unsec. Claims      On Effective Date or later date on
                              which such Claim is Allowed, payment
                              in full in cash plus postpetition
                              interest calculated in accordance
                              with the Plan

5: Intercompany               Claims Reinstated by the Debtors

6: Interests in Subsidiary
    Debtors                   Interests will continue to be owned
                              by same entity that owned on
                              Petition Date

7: Series B Preferred
    Interests in LodgeNet
    Interactive               No distribution; deemed cancelled


8: Interests in LodgeNet
    Interactive               No distribution; deemed cancelled

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

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

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services.  LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

LodgeNet Interactive filed a Chapter 11 petition (Bank. S.D.N.Y.
Case No. 13-10238) on Jan. 27, 2013.  The prepackaged Chapter 11
filing was commenced in order to effect a recapitalization in
which a syndicate of investors led by Colony Capital will invest
$60 million in LodgeNet.  The petition was signed by James G.
Naro, the Company's Co-Chief Executive Officer.  The Hon. Shelley
C. Chapman presides over the case.  Weil, Gotshal & Manges LLP
serves as the Debtors' counsel.


METRO TOOL: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Metro Tool Centers, LLC
        701 North Colony Road
        Wallingford, CT 06492

Bankruptcy Case No.: 13-30194

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ctb13-30194.pdf

The petition was signed by Eric Cremo, member.


MF GLOBAL: Accord Between SIPA Trustee & UK Unit Approved
---------------------------------------------------------
Bankruptcy Judge Martin Glenn gave his stamp of approval on a
settlement and compromise between:

     -- James W. Giddens, the Trustee for the liquidation of MF
Global Inc. under the Securities Investor Protection Act, 15
U.S.C. Sec. 78aaa, et seq.; and

     -- MF Global UK Limited (in special administration) and the
MFGUK Joint Special Administrators Richard Heis, Richard Fleming
and Michael Pink, on the other.

The Settlement Agreement brings to an end an expensive dispute
between the insolvency administrators that has held up making
substantial distributions to U.S. commodities customers of MFGI.
The insolvency administrators have worked constructively to reach
an agreement that is in the best interests of the insolvency
estates and their creditors.

MFGI and MFGUK were subsidiaries of MF Global Holdings Ltd., which
was the parent of nearly fifty direct or indirect subsidiaries.
Holdings filed for Chapter 11 protection on the morning of Oct.
31, 2011.  Soon after, the directors of MFGUK petitioned the High
Court of England and Wales to place MFGUK in special
administration, and the Securities Investor Protection Corporation
commenced a proceeding to liquidate MFGI under SIPA.  The High
Court appointed Richard Heis, Richard Fleming, and Michael Pink of
KPMG LLP as the JSAs.  The United States District Court for the
Southern District of New York appointed the Trustee for the SIPA
liquidation of MFGI.

MFGI was MF Global's principal U.S. broker-dealer and futures
commission merchant.  MFGI traded through more than seventy
exchanges globally, including through affiliates in the United
Kingdom, Australia, Singapore, India, Canada, Hong Kong and Japan,
both on its own behalf and on behalf of customers. A number of
affiliates of MFGI in turn traded through accounts with MFGI as
their FCM or broker-dealer in the United States.

MFGUK, based in London, was MF Global's principal European broker-
dealer and dealt in commodities, fixed income, equities, foreign
exchange, futures and options.  MFGUK is authorized and regulated
by the Financial Services Authority in the U.K., and traded and
settled securities on European and other foreign exchanges for its
customers, affiliates (including MFGI), and on its own behalf.

Prior to Oct. 31, 2011, there were extensive dealings between MFGI
and MFGUK.  The Parties have expended significant effort in
investigating these dealings.  As a result, the SIPA Trustee and
the JSAs have identified and brought claims against each other's
respective estates.  The Trustee and the JSAs have exchanged tens
of thousands of pages of documents, and the Trustee's
professionals regularly corresponded with the JSAs' professionals
to efficiently and expeditiously resolve of the Parties' claims.
Despite these efforts to work cooperatively, the Parties
identified significant disputes, some of which have led to
litigation.

The necessary process of investigating, conducting litigation, and
preparing for further litigation of these claims has already cost
substantial sums.  If the Parties were to continue to advance the
litigation between them, significantly more expense would be
incurred.  Substantial briefing has already occurred before the
High Court for issues related to the so-called MFGI 30.7 Client
Asset Claim and the RTM collateral, together with substantial
discovery in relation to the MFGI 30.7 Client Asset Claim.

One of the key legal issues originally underlying the SIPA
Trustee's claim in the MFGUK special administration was the
determination of the priority under English law for distribution
of the funds and assets that the Trustee sought to reclaim on
behalf of MFGI's former customers.  Given the potentially
significant differences in the estimated recovery rates for the
categories of property, this determination would have a
significant impact on the amount the Trustee could expect to
recover from the MFGUK special administration.

                   Claims by MFGI against MFGUK

The MFGI Claims against MFGUK amount to a total of approximately
$910 million of Client Money and Client Assets and nearly $500
million of unsecured creditor claims:

     * The MFGI 30.7 Client Asset Claim of approximately $640
million in property that the Trustee believed was or should have
been secured for former MFGI 30.7 Customers.

     * The MFGI Client Money Claim of approximately $270 million,
which was comprised of approximately $95 million in respect of
MFGI's open positions held with MFGUK as of October 31, 2011. The
MFGI Client Money Claim also includes the $175 million wire
transfer from MFGI to MFGUK on October 28, 2011.

     * Unsecured creditor claims of approximately $465 million
relating to collateral posted with respect to RTM transactions,
intercompany repurchase transactions, and other miscellaneous
items.

                     30.7 Client Asset Claim.

MFGI's U.S. futures and options customers who wished to trade on
non-U.S. exchanges -- 30.7 Customers -- deposited cash for margin
requirements for these trades into MFGI's segregated 30.7 accounts
held with Harris Bank. MFGI, which was not authorized to trade on
non-U.S. exchanges, conducted its trading on foreign exchanges
(with the exception of Canadian exchanges), through MFGUK. Where
MFGUK was to act as carrying broker for such trades, MFGI
transferred the margin to MFGUK -- 30.7 Funds.  Although MFGUK was
aware that MFGI was acting on behalf of its underlying 30.7
Customers, the JSAs' position is that MFGUK did not consistently
hold the 30.7 Funds" transferred primarily in the form of U.S.
Treasury Bills on a secured basis.

As of October 31, 2011, MFGI's records show that the value of the
margin posted to the relevant secured 30.7 account was
$639,918,174. The amount of 30.7 Funds represents a sizeable
portion of the total shortfall in the 30.7 estate property
available for distribution to 30.7 Customers.

For the purposes of the Settlement Agreement, the JSAs have agreed
to accept the full value of all claims in respect of the 30.7
Funds, $639,918,174, with a portion (approximately $196 million)
being returned as a client asset, and the balance being returned
as an unsecured creditor claim.

                                RTM

Starting around 2010, MF Global began a policy of accumulating a
portfolio of European sovereign debt securities. Investment in
these securities peaked at nearly $7 billion in October 2011.
Generally, MFGUK purchased the securities on the market and then
MFGI and MFGUK entered into repurchase transactions with each
other, whereby the securities were sold at fixed prices on the
terms that equivalent securities would be repurchased at a later
date. These transactions were known as repos to maturity -- RTM --
since the repurchase date under the repos would match the maturity
date of the securities, which was generally 12 to 18 months from
the beginning of the transaction. There are a number of grounds
for dispute in relation to the valuation of the RTM claim, which
could potentially involve litigation both in England and in the
United States.

                       Hindsight Proceeding

On May 3, 2012, the JSAs filed an application with the High Court
seeking directions on the appropriate valuation methodology for
client money claims in which the clients held open positions as of
the date MFGUK entered special administration. The Trustee was not
a party to the Hindsight Proceeding but, because the relevant part
of the MFGI Client Money Claim was prepared on the basis of values
as of October 31, 2011, the outcome could impact the MFGI Client
Money Claim.

                   Claims by MFGUK against MFGI

The JSAs have also filed claims against MFGI, which, net of
duplicate claims, asserts approximately $410 million in claims:
$258 million in commodities claims (the MFGUK 4(d) Commodities
Claim and the MFGUK 30.7 Commodities Claim) and $147 million in
securities claims (the MFGUK Securities Claim and MFGUK DTC Box
7423 Claim). The JSAs have also filed the MFGUK Unsecured General
Creditor Claims in the amount of approximately $5 million.

                        Duplicative Claims

Certain of the 30.7 Customers of MFGI have submitted or may submit
claims against MFGUK in respect of the MFGUK/MFGI Futures and
Options Business.

Duplicative Claims compete with the claims submitted by the SIPA
Trustee against MFGUK. At present, there are approximately 116
known Duplicative Claims. The Parties take the position that the
Trustee is the proper and exclusive claimant against MFGUK for the
30.7 Funds, and that the right to recover the 30.7 Funds rests
properly and exclusively in the Trustee. The Settlement Agreement
therefore provides that existing Duplicative Claims will not be
continued against MFGUK, and that further Duplicative Claims will
be barred by order of this Court. This is a condition of the JSAs
giving effect to the Settlement Agreement.

                 Terms of the Settlement Agreement

The Settlement Agreement is comprised of a number of different
agreed claim amounts, which include various provisions for setoffs
and shortfalls.  Although subject to subsequent adjustments in
certain cases, the agreed amounts under the Settlement Agreement
are as follows:

     * MFGI Client Asset Claim: $192 million (net of expenses);

     * MFGI Client Money Claim: $54 million (a conservative
estimate pending resolution of Hindsight Proceeding), to be paid
at an estimated initial dividend rate of 60 cents;

     * MFGI Unsecured Creditor Claim: approximately $323 million
(subject to further adjustment due to a variety of factors
following the Settlement Agreement becoming effective), to be paid
at an estimated initial dividend rate of 20 cents; and

     * The total approximate initial distribution from MFGUK (in
special administration) to the MFGI estate following the Effective
Date: $291 million.

Therefore, the total combined recovery will be approximately $500
million to $600 million, net of offsets of MFGUK's claims into the
MFGI estate.

There are several conditions to the effectiveness of the
Settlement Agreement, specifically:

     * Entry by the Court, in a form and substance reasonably
acceptable to the Parties, of an order:

     * authorizing the Trustee to implement the Settlement
Agreement, perform fully his obligations in respect to the
Settlement Agreement, and take all actions reasonably necessary to
consummate the Settlement Agreement;

     * prohibiting the customers and creditors of MFGI from making
or continuing any claim directly against MFGUK which is a
Duplicative Claim; and

     * providing that prior to making any further distribution
from the MFGI 30.7 commodities estate to a customer (with an
allowed claim with a value greater than $12,000 (US)) in MFGI's
SIPA proceeding, the Trustee will obtain an appropriate release of
all Duplicative Claims in favor of MFGUK and the JSAs.

     * JPMorgan Chase withdraws certain claims filed against
MFGUK, signs appropriate release documents and returns certain
account balances and amounts to MFGUK.

     * Claims in any proceedings by MFGH and MF Global Finance USA
Inc. have been withdrawn and MFGH and FinCo. have signed releases
in favor of MFGUK, save with respect to certain agreed claims.

A copy of the Court's Jan. 31, 2013 Memorandum Opinion is
available at http://is.gd/e1Sh69from Leagle.com.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was 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 also was 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.

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.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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.


MODERN RADIATION: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Modern Radiation and Oncology of Ocean County, LLC
        512 Lakehurst Road
        Toms River, NJ 08755

Bankruptcy Case No.: 13-11745

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Gary N. Marks, Esq.
                  NORRIS, MCLAUGHLIN & MARCUS
                  A Professional Corporation
                  721 Route 202-206, PO Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  E-mail: gnmarks@nmmlaw.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 eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-11745.pdf

The petition was signed by Morris S. Bauer, Trustee for Oncology
Associates of Ocean County, LLC.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Oncology Associates of Ocean
  County, LLC                          12-11790   01/25/12


MOIRBIA PEORIARE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Moirbia Peoriare LLC
        16100 N. Arrowhead Fountain Center Dr.
        Peoria, AZ 85382

Bankruptcy Case No.: 13-01317

Chapter 11 Petition Date: January 30, 2013

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  245 W. Roosevelt St., Suite A
                  Phoenix, AZ 85003
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: markgiunta@giuntalaw.com

Scheduled Assets: $2,360,801

Scheduled Liabilities: $1,795,792

A list of the Company's 10 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/azb13-01317.pdf

The petition was signed by Dominic Jones, managing and controlling
member.


NCL CORPORATION: S&P Assigns 'BB-' Rating to Proposed $300MM Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned NCL Corporation Ltd.'s
planned $300 million senior notes due 2018 its issue-level rating
of 'BB-' with a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.  The company plans to use the
proceeds, combined with borrowings under its revolving credit
facility, to refinance its $450 million 11.75% senior secured
notes due 2016.  S&P will withdraw its ratings on the secured
notes when the issue is repaid.

S&P's recovery expectation for NCL's senior notes issues is in the
90% to 100% range.  However, S&P has capped its recovery rating on
the senior notes at '3' (50% to 70% recovery expectation).  The
cap is in accordance with S&P's recovery rating criteria for
unsecured debt issued by corporate entities with corporate credit
ratings in the 'BB' category.  The cap accounts for the risk that
the senior notes' recovery prospects are at greater risk of being
impaired by the issuance of additional priority or pari passu debt
prior to default.

All other ratings are unchanged.  Upon the close of the company's
IPO on Jan. 24, 2013, NCL announced that net proceeds from the
offering (including the underwriters' overallotment and after
deducting discounts and expenses) were $478 million.  S&P expects
that the IPO proceeds and the anticipated reduction in interest
costs from the proposed refinancing will result in lease and port
commitment-adjusted debt to EBITDA in the high-4x area, funds from
operation (FFO) to total adjusted debt around 16%, and EBITDA
coverage of interest expense in the low-4x area in 2013.  These
credit measures are good for the current 'BB-' corporate credit
rating, in S&P's view.

RATINGS LIST

NCL Corporation Ltd.
Corporate Credit Rating     BB-/Stable/--

New Ratings

NCL Corporation Ltd.
$300M sr notes due 2018     BB-
   Recovery Rating           3


NEW CENTAUR: S&P Assigns Prelim. 'B' CCR; Rates $480MM Debt 'B'
---------------------------------------------------------------
Standard & Poor's Rating Services assigned Indiana-based gaming
operator New Centaur LLC its preliminary 'B' corporate credit
rating.  The outlook is positive.

At the same time, S&P assigned the company's proposed $480 million
first-lien credit facility (consisting of a $20 million revolver
due 2018 and a $460 million term loan due 2019) its preliminary
'B+' issue-level rating (one notch higher than the preliminary 'B'
corporate credit rating) with a preliminary recovery rating of
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default.

S&P also assigned the company's proposed $185 million second-lien
term loan its preliminary 'CCC+' issue-level rating (two notches
below the preliminary 'B' corporate credit rating) with a
preliminary recovery rating of '6', indicating its expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default.

The first- and second-lien credit facilities will be borrowed at
Centaur Acquisition LLC, a subsidiary of New Centaur LLC, and
guaranteed by New Centaur LLC and its subsidiary Hoosier Park LLC.

Centaur plans to use the proceeds from the proposed debt offerings
to refinance its existing first- and second-lien term loans, which
remain in place following the company's exit from Chapter 11
bankruptcy protection on Oct. 1, 2011, and to purchase Indiana
Grand Casino & Indiana Downs racetrack.

S&P's preliminary 'B' corporate credit rating reflects its
assessment of Centaur's financial risk profile as "highly
leveraged" and S&P's assessment of Centaur's business risk profile
as "weak," according to its criteria.

"Our assessment of Centaur's financial risk profile as "highly
leveraged" reflects our expectation that adjusted debt leverage
will remain in the mid-6x area through 2013, and improve to just
below 6x in 2014 (our leverage measure includes about $137 million
in pay-in-kind notes); interest coverage will remain in the mid-2x
area; and that Centaur will generate solid discretionary cash
flow, a portion of which we expect will be used for debt
reduction," S&P said.

"Our assessment of Centaur's business risk profile as weak
reflects its narrow business focus as an operator of a two racinos
in essentially the same market, which we believe exposes the
company to event risk including potential regional economic
volatility that could disproportionately affect its operations.
The relatively stable operating performance of both Hoosier Park
and Indiana Grand Casino throughout the economic cycle, as well as
favorable demographics in the Indianapolis metropolitan area
somewhat temper these factors.  In addition, we believe the
company's market position is protected from meaningful additional
competition, because we believe there is minimal risk of any new
or relocated gaming licenses being granted in Indiana.  Similarly,
we expect additional competition opening in Ohio will have a
minimal effect on performance as the majority of Centaur's
customers are within 50 miles," S&P added.

"Our ratings currently incorporate our expectation for flat net
revenue in 2013 and 2014 as we expect some organic growth to be
offset by competitive pressures from a new casino in Cincinnati
scheduled to open in 2013 as well as a racino in Dayton likely to
open in 2014," said Standard & Poor's credit analyst Jennifer
Pepper.


NII HOLDINGS: S&P Cuts CCR to B-, Cuts Unsec. Debt Rating to CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Latin American wireless carrier NII Holdings Inc. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered the senior unsecured debt rating to
'CCC+' from 'B-'.  The recovery rating on this debt remains at
'5', indicating its expectation for modest (10% to 30%) recovery
in the event of payment default.

"The downgrade of Reston, Va.-based NII is based on our belief
that leverage could temporarily approach 9x in 2013 from about
4.7x as of Sept. 30, 2012 on a rolling-12-month basis," said
Standard & Poor's credit analyst Allyn Arden.  Our previous rating
incorporated the expectation that leverage would peak in the mid-
5x area in 2013 before improving thereafter.  The expected sharp
deterioration in credit measures is due to a confluence of
factors, including:

   -- Delays in deploying a 3G network in NII's markets, primarily
      in Brazil, which has placed the company at a competitive
      disadvantage relative to its peers.

   -- Lower average revenue per user (ARPU) due to pricing
      pressure across NII's markets.  Additionally, depreciating
      local currencies could hurt the company's consolidated ARPU,
      on a U.S.-translated basis, which is problematic, since the
      company's debt is largely U.S dollars, as are about 20% of
      its operating expenses.

   -- Subscriber losses will continue in Brazil until the company
      is able to deploy 3G services, which will most likely not
      occur until the second half of 2013.

   -- S&P's expectation that EBITDA declines at least 20% in 2013
      from about $900 million in 2012.

   -- The company may issue new debt to partially fund free
      operating cash flow losses in 2013.

   -- While NII's proposed tower sale and leaseback transaction
      bolsters the company's liquidity, it could also result in
      higher overall debt balances.

The ratings on NII continue to reflect a "weak" business risk
profile and a "highly leveraged" financial risk profile.  Key
business risk factors include a competitive wireless industry
conditions, and exposure to country risk in its key markets,
including regulatory, economic, and foreign exchange risks. These
factors have contributed to declining ARPU in NII's markets.
Moreover, the company faces some technology risk because of its
partial dependence on Motorola Inc.'s integrated digital enhanced
network (iDEN) technology, which is being phased out over time.
Tempering business risk factors include NII's niche business
focused on high ARPU and low churn corporate customers, some
geographic diversity, and S&P's expectation for continued--albeit
slowing--subscriber growth in 2013.  Key factors in S&P's
financial risk assessment include its expectation for a sharp
deterioration in credit measures and ongoing free operating cash
flow deficits over the next few years.

The outlook is stable and reflects S&P's expectation that
operating and financial performance will remain weak in 2013, due
primarily to delays in launching a 3G network in Brazil, as well
as increased priced-based competition in NII's markets.  Although
unlikely in the near term, S&P could lower the ratings if
competitive pressures accelerate and adverse currency movements
result in sharper declines in ARPU and EBITDA, which ultimately
pressure liquidity, especially if it results in an overall "weak"
liquidity assessment.

Conversely, S&P could raise the ratings if the deployment of 3G
services NII's markets results in dramatic churn improvement, ARPU
stabilization, and improved profitability such that leverage
declines to the 5x area, after peaking in 2013.


NORTH TEXAS HOUSING: S&P Puts 1984 Mortgage Bonds on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
negative implications its 'BB+' rating on North Texas Housing
Finance Corporation's single-family mortgage bonds, series 1984.

This rating action reflects a lack of sufficient information to
complete a review of these bonds despite multiple attempts to
obtain such information from transaction parties.

"If we do not receive the requested information  by Feb. 15, 2013,
we will likely suspend the rating on the bonds," said Standard &
Poor's credit analyst Adam Cray.


NORTHAMPTON GENERATING: Confirms Plan, EIF Retains Ownership
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northampton Generating Co., a 112-megawatt electric
generating plant in Northampton, Pennsylvania, secured the
signature of the bankruptcy judge on a Jan. 29 confirmation order
approving the reorganization plan.

Under the Plan, holders of $73.4 million in senior secured bonds
are receiving $50 million in new bonds, for a predicted 68%
recovery.  The new $50 million in bonds accrue 5% interest and
come due in December 2023.  Interest will be paid in cash to the
extent of available cash flow.  There will be no payments of
principal except for a portion of excess cash flow, if any.

According to the report, the plan is funded with a new $10 million
investment by a fund managed by EIF Management Inc. which is the
current 77.5% equity owner.  The new investment will give EIF
Calypso LLC 91.2 ownership after emergence from Chapter 11
reorganization.

Holders of $21.8 million in junior secured bonds were told to
expect a 2% recovery, according to the disclosure statement.

As reported in the Jan. 23, 2013 edition of the TCR, the estimated
recoveries by creditors and interest holders under the Plan are:

                               Amount of       Estimated
         Claims                 Claim          Recovery
         ------                ---------       ---------
Senior Bond Claims           $73,441,496           68%

Junior Bond Claims           $21,788,749            2%

Claim of Horwith              $1,500,000          100%
Leasing Co., Inc.
and Frank and Geraldine
Horwith

Convenience Class                $58,000          100%
Claims

General Unsecured Claims              $0           N/A

Debtor Subsidiary Claims        $680,000          100%

Intercompany Claims           $2,937,000          100%

Affiliate Service Claims
and Affiliate
Administrative Claims        $29,840,000            8%

Partnership Interests                               0%

Interests in Debtor
Subsidiaries                                      100%

Under the Plan, on the Effective Date, the reinvesting beneficial
owner will fund to the Debtor to fund investments in the
Reorganized Debtor of $10,000,000 which amount will be sufficient
to fund the costs and expenses of the Plan and will provide the
Reorganized Companies cash on hand, after accounting for payments
made or reserved on the Effective Date, in an amount of not less
than the sum of (i) $3,500,000 plus, (ii) a "Horwith Deferral
Amount".

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

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


ONESTOPPLUS GROUP: Debt Increase No Impact on Moody's 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service reports that OneStopPlus Group's
proposed USD25 million first lien term loan increase is a credit
negative. The company's ratings, including the B2 corporate family
rating and B1 rating assigned to the upsized first lien term loan,
are unaffected.

OneStopPlus' ratings and LGD assessment changes are as follows:

- Corporate Family Rating at B2;

- Probability-of-Default Rating at B2-PD;

- Senior Secured 1st Lien Term Loan due 2020 at B1 (LGD3, 41%)
   from (LGD3, 40%).

Headquartered in New York, NY, OneStopPlus Group sells plus size
apparel nationally through its direct-to-consumer catalogs and e-
commerce websites. The company operates eight unique lifestyle
brands through its branded website and catalogs, including Woman
Within, Roaman's, Jessica London, fullbeauty, King Size,
BrylaneHome, BCO, and OneStopPlus.com. Oilers Borrower Corp. is a
subsidiary of Oilers Acquisition Holdings Corp., a special purpose
holding company formed by Charlesbank Capital Partners, LLC and
Webster Capital to acquire OneStopPlus from PPR S.A.


OTELCO INC: Intends to File for "Pre-Packaged" Chapter 11
---------------------------------------------------------
Otelco Inc. on Feb. 1 announced a restructuring transaction, which
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.
Otelco has reached an agreement with its senior lenders to amend
and extend the terms of its current senior financing through April
2016.  In addition, the Company's IDS units will be cancelled and
the existing senior subordinated debt will be converted into
equity.  The vast bulk of the Company's subordinated debt is held
in the IDS units, and, as such, its IDS unit holders will continue
to be significant shareholders of the Company as they are today.
These efforts will better position the Company to compete in the
21st century telecommunications marketplace, solve the near-term
maturity of the Company's senior secured financing, and
significantly reduce the Company's debt burden.  The Company
currently has over $32 million in cash and sufficient liquidity to
consummate this transaction.

In April 2012, Otelco announced the loss of a material contract to
provide services to Time Warner Cable (TWC).  The Time Warner
contract expired on December 31, 2012 and TWC elected to begin
performing services in-house rather than renewing the contract
with Otelco.  In addition to the loss of the TWC contract, recent
rulings by the FCC will also continue to negatively impact the
Company's revenues.  After consulting with advisors, the Board of
Directors and senior management have concluded that reducing the
Company's debt and improving its capital structure will be best
implemented through a "pre-packaged" chapter 11 filing, which has
the support of the Company's senior lenders.

Before making its chapter 11 filing, Otelco will seek the support
of holders of record on February 8, 2013, of its senior
subordinated notes (including notes held in the form of IDSs) for
the proposed plan through a solicitation process that will occur
in February, 2013.  The voting process will take approximately 35
days.  After that period, Otelco intends to voluntarily file its
reorganization plan with the U.S. Bankruptcy Court in Delaware.

The chapter 11 process is designed to allow a company to continue
its operations both during and after the filing.  Thus, neither
the solicitation nor the actual filing is expected to impact
Otelco's day-to-day operations.  Otelco will continue to provide
its customers with the quality services they have come to expect.
"This filing will have no impact on our operations," stated
Michael Weaver, CEO of Otelco.  "Our offices are open, all our
employees are working and we're still providing excellent service
to all our customers.  We hope to be in chapter 11 for a brief
period of time.  We have significant liquidity and it's business
as usual for us."  In addition, Otelco is, and intends to remain,
current with all of its vendors.

"Our proposed plan, with the extension of the existing senior
credit facility, will reduce total debt, simplify our capital
structure and strengthen our balance sheet.  I am confident that
this restructuring represents the best possible outcome for the
Company and our IDS unit holders, and I highly encourage the IDS
holders to support it with a 'yes' vote during the solicitation,"
continued Weaver.

Otelco Inc. is a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia.


P&M SPOKANE: Wins Confirmation of First Amended Plan
----------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed E P&M Spokane
Properties, LLC's First Amended Plan of Reorganization, as amended
per the "Second Amendment to Debtor's First Amended Plan of
Reorganization Filed Herein on July 20, 2011", filed Dec. 6, 2012.
The judge also approved a Settlement Agreement that, among other
things, provided for modifications to the Debtor's loan agreement.
The Plan has been accepted in writing by the creditors and equity
security holders whose acceptance is required by law.

A copy of the Court's Jan. 28, 2013 Findings of Fact is available
at http://is.gd/MmG9Eyfrom Leagle.com.

Tacoma, Wash.-based P&M Spokane Properties, LLC, filed for Chapter
11 bankruptcy (Bankr. E.D. Wash. Case No. 11-00243) on Jan. 20,
2011.  Dan Orourke, Esq. -- dorourke@southwellorourke.com -- at
Southwell & Orourke, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and debts.  The petition was signed by William Stegeman.


PACIFIC CARGO: Files in Oregon After Acquisition Goes Sour
----------------------------------------------------------
Pacific Cargo Services LLC, an overnight freight service based in
Troutdale, Oregon, filed a petition for Chapter 11 reorganization
(Bankr. D. Ore. Case No. 13-30439) on Jan. 28 in Portland, Oregon.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company blamed bankruptcy on the 2010 acquisition
of an unprofitable company that turned out to have more problems
than expected.

Pacific Cargo disclosed assets of $7.7 million and liabilities
totaling $12 million.  Debts include $6 million in secured claims.
Assets include 140 trucks and cargo vans.


PAR PHARMACEUTICAL: S&P Assigns 'B+' Rating on $1.055-Bil. Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Woodcliff Lake, N.J.-
based Par Pharmaceutical Companies Inc.'s proposed $1.055 billion
term loan B-1 its 'B+' issue-level rating, with a recovery rating
of '3', indicating S&P's expectation for meaningful (50%-70%)
recovery for lenders in the event of payment default.  All of the
terms, including the maturity on Sept. 28, 2019, are unchanged.

The rating on Par reflects S&P's assessment that the company has a
"weak" business profile because of its position as the fifth
largest generic pharmaceutical company and its lack of scale
compared with other larger generic companies.  S&P also believes
that Par has an "aggressive" financial risk profile.  Despite pro
forma leverage of about 5x as of Sept. 30, 2012, S&P believes
EBITDA growth and the use of some free cash flow for debt
reduction will bring leverage to less than 5x over the next year.
Par is a manufacturer and marketer of a broad portfolio of generic
drugs.

RATINGS LIST

Par Pharmaceutical Companies Inc.
Corporate Credit Rating              B+/Stable/--

New Ratings

Par Pharmaceutical Companies Inc.
$1.055B term loan B-1                B+
   Recovery Rating                    3


PATRIOT COAL: Promotes Michael D. Day to EVP Operations
-------------------------------------------------------
Patriot Coal Corporation on Feb. 1 disclosed that Michael D. Day
has been promoted to the new position of Executive Vice President
- Operations.  Previously, Mr. Day served as Senior Vice President
overseeing Patriot's West Virginia Central and Kentucky
operations, along with its centralized engineering group.  In his
expanded role, Mr. Day will assume responsibility for all of
Patriot's operations, as well as the safety, engineering,
purchasing, and maintenance functions.  He will continue to report
to Bennett K. Hatfield, President and Chief Executive Officer.

"Mike is a proven and experienced leader with operations and
engineering expertise.  In his new position, he will oversee a
number of operational cost reduction initiatives that are critical
to achieving the results in our business plan," stated Patriot
President and Chief Executive Officer Bennett K. Hatfield.  "Mike
will further strengthen our executive management team and support
Patriot's ongoing reorganization efforts."

Regional operations executives reporting to Mr. Day will be James
N. Magro - Senior Vice President - West Virginia Northern Region;
John R. Jones - Senior Vice President - West Virginia Southern
Region; Matthew G. Cook - Vice President - West Virginia Central
Region; and Robert W. Bosch - General Manager - Kentucky
Operations.

Also reporting to Mr. Day will be Terry G. Hudson - Vice President
- Safety; Kent R. DesRocher - Vice President - Engineering; C.
Wayne Elkins - Vice President - Materials Management; and James R.
Clendenen - Director of Maintenance.

Mr. Day has more than 20 years of mining experience and holds a
Bachelor of Science degree in Mining Engineering from the
University of Kentucky.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Settles Shareholders' Suit, Files Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Penson Worldwide Inc., formerly a clearing broker and
future commission merchant, settled a securities class-action suit
for $6.5 million.

According to the report, shareholders sued in federal district
court in Texas in August 2011, alleging Penson overstated assets
and cash flow.  XL Specialty Insurance Co., the provider of
directors' and officers' liability insurance, agreed to settle the
suit by payment of $6 million.  The auditor BDO Seidman LLP agreed
to kick in $500,000.

The bankruptcy court in Delaware will hold a hearing on Feb. 8 for
approval of the settlement. The district court must also approve.

Penson filed a Chapter 11 petition to liquidate the assets in
agreement with senior and convertible noteholders.  The proposed
liquidating Chapter 11 plan provides for distributing proceeds of
collateral to secured creditors.  Otherwise, unsecured creditors
will receive distributions in the order of priority laid out in
bankruptcy law.  Second-lien creditors are treated as unsecured
creditors.

The report notes that there will be no substantive consolidation,
so creditors will receive distributions only from assets of the
Penson company liable on the claim.

Penson, the report discloses, so far didn't file an explanatory
disclosure statement, so there is no projection about percentage
recoveries.  Creditors can't vote on the plan until the bankruptcy
court approves a disclosure statement.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PEREGRINE FINANCIAL: Ex-CEO Wasendorf Gets 50 Years Jail Term
-------------------------------------------------------------
Jacob Bunge, writing for Dow Jones Newswires, reports that former
Peregrine Financial Group Inc. CEO, Russell Wasendorf Sr., 64, was
sentenced to the maximum 50 years in jail after admitting to
orchestrating a fraud at his futures brokerage and misleading
regulators for almost 20 years.  Federal prosecutors said the
fraud had cost clients $215.5 million.  Mr. Wasendorf also was
ordered to pay the full amount of missing funds in restitution.

According to the report, Peregrine counted about $377 million in
customer funds on deposit in early July, and the trustee appointed
to liquidate the firm has estimated that investors and creditors
face a $190 million shortfall in funds.

The report also relates Mr. Wasendorf's pastor, Linda Livingston,
said in court Thursday that Mr. Wasendorf has lost more than 30
pounds during his seven months in jail, and has been diagnosed
with a tumor on his pancreas.  She noted that his mother had died
of pancreatic cancer.

Dow Jones notes that, in a brief statement to the court, Mr.
Wasendorf said, "My guilt is such that I accept my sentence, no
matter what it is."  He said the personal fallout from the
uncovering of his fraud was worse than any punishment the court
could hand down.

"I have lost the love of my son, and I will never see my
grandchildren again," Mr. Wasendorf said, his voice breaking. He
added that he was "very sorry" for damage to investors, staff and
the futures industry.

Dow Jones also relates that Judge Linda Reade said Mr. Wasendorf's
cooperation with investigators didn't make him deserving of a
lesser sentence, as he only cooperated after the fraud came to
light.  His age and charitable giving also had no bearing on the
sentence, according to the judge. "It is easy to be generous with
other people's money," she said.


PERMIAN HOLDINGS: S&P Assigns 'B-' CCR; Rates $175MM Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Dallas-based Permian Holdings Inc.  The
outlook is stable.

At the same time, S&P assigned its 'B-' issue rating (same as the
corporate credit rating) to Permian's proposed $175 million senior
secured notes due 2018.  The recovery rating is '3', indicating
expectations of meaningful (50% to 70%) recovery in the event of a
payment default.

S&P expects Permian will use proceeds from the proposed notes to
pay up to a $105.9 million dividend to its owners, subject to
certain conditions and to repay borrowings under its existing
credit facility, which has $86 million outstanding as of Jan. 15,
2013.  The amount of the dividend will initially be $80.9 million,
with the remaining $25 million contingent on the establishment of
a $25 million secured credit facility following this offering.

"The ratings on Permian Holdings LLC reflect our view of the
company's 'vulnerable' business risk and 'highly leveraged'
financial risk profiles and our assessment of liquidity as
'adequate'," said Standard & Poor's credit analyst Paul B. Harvey.
These assessments reflect Permian's very limited scale of
operations, participation in a highly fragmented industry with low
technological complexity, and exposure to the often volatile
drilling levels and resulting well count of the exploration and
production industry.  On the other hand, near-term financial
measures should be well within S&P's expectations for the rating,
and like other equipment manufacturers, Permian has low
maintenance capital spending.  S&P expects Permian to generate
free cash flow that it can use for either debt repayment or near-
term growth.

Permian is a privately held company, with about 96% owned by funds
affiliated with Carlyle Strategic Partners II L.P. and
Carlyle/Riverstone Energy Partners III L.P., and the remainder
owned by Permian's management.  The company's main business
segment is the construction and sale of above-ground steel and
fiberglass well-site storage tanks, which constitute about 70% of
revenue.  Permian also manufactures well site processing
equipment, walkways, and stairways, although the storage tank
business will continue to be its main focus.  Although Permian
benefits from modest geographic diversity, with core markets in
liquid rich plays such as the Permian Basin, Eagle Ford Shale, and
Anadarko/Woodford Basin, S&P believes its small scale limits this
positive rating factor.  S&P expects Permian to grow organically
or through acquisitions, in other liquids-driven markets such as
the Bakken and Marcellus Shales.

The stable outlook reflects S&P's expectation that Permian will
generate free cash flow such that it can support capital spending
and fund its annual offers to repurchase debt without impairing
liquidity.  S&P expects debt leverage to remain about 3.5x or
less.

S&P would consider an upgrade if Permian can increase its scale of
operations and improve liquidity to levels more consistent with a
'B' level rating, such that annual EBITDA is at least $125 million
and liquidity is greater than $50 million.  Absent significant
acquisitions, S&P do not expect Permian to meet these benchmarks
over the next 12 to 18 months.

S&P would consider a downgrade if Permian failed to maintain
minimum liquidity of $15 million.  S&P could lower ratings if it
expected debt leverage to exceed 8x without a near-term remedy.
This would most likely occur over the next 12 to 18 months if
Permian deviates from S&P's expectations and pursues aggressively
funded acquisitions or other leveraging transactions.


PILGRIM'S PRIDE: Moody's Affirms 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service revised the rating outlook for Pilgrim's
Pride to stable from negative and affirmed the company's B2
Corporate Family Rating, and B2-PD Probability of Default Rating.
Moody's also raised the company's Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.

The outlook revision to stable reflects Pilgrim's significant debt
reduction over the past year funded by positive quarterly free
cash flow and a USD200 million rights offering a year ago.
Pilgrim's reduced its debt balances by over 20%, or approximately
USD300 million, during 2012. The stable outlook also reflects
Pilgrim's stronger liquidity profile evidenced by approximately
USD700 million of combined cash and borrowing capacity compared to
USD286 million at the end of fiscal 2011.

To be sure, the chicken industry faces challenges ahead as high
corn prices and volatile weather conditions will likely pressure
gross margins in 2013. However, Pilgrim's has been more successful
this year than in the past at managing through challenging
operating conditions and at maintaining positive cash flow, owing
in part to the influence of 75% owner JBS S.A. that acquired a
controlling stake in December 2010.

Ratings Rationale

The B2 Corporate Family Rating reflects Pilgrim's concentration in
the highly competitive, U.S. chicken industry that is currently
facing high feed costs and high domestic supplies. Pilgrim's
credit profile also reflects currently moderately high financial
leverage, narrow profit margins, positive but volatile cash flow,
and good liquidity cushion. The ratings are supported by the
company's position as one the world's largest producers of poultry
and by its majority ownership by Sao Paulo, Brazil-based JBS, S.A.
(B1 stable), one of the largest protein processors in the world.

The B2 CFR incorporates the wide range of operating performance
that is typical within the cyclical commodity chicken industry. At
the top of the cycle, Moody's expects leverage to be very modest
relative to the rating category. Conversely, at the bottom of the
cycle the rating can often tolerate leverage that is outside
normal bounds for a limited period of time. Importantly, periods
of high leverage should be balanced against ample access to
external sources of liquidity.

Pilgrim's Pride Corporation:

Ratings affirmed (LGD assessments updated):

  Corporate Family Rating at B2;

  Probability of Default Rating at B2-PD;

  USD500 million senior unsecured notes due 2018 at Caa1 LGD-5
  (87%) from Caa1 LGD-5 (88%).

Ratings upgraded:

  Speculative Grade Liquidity Rating to SGL-2 from SGL-3;

The outlook is revised to stable from negative.

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

Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NYSE: PPC), is the second largest chicken producer in the world,
with operations in the United States, Mexico and Puerto Rico. The
company produces, processes, markets and distributes fresh, frozen
and value-added chicken products to foodservice customers,
distributors and retail operators worldwide. For the twelve months
ended September 23, 2012, revenues for the company approximated
USD7.8 billion. Pilgrim's Pride is controlled with a 75% equity
stake by JBS, S.A.


POWERWAVE TECHNOLOGIES: Lenders' Cash Sweep Prompts Bankruptcy
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Powerwave Technologies Inc. explained in a court
filing that bankruptcy became necessary because secured lenders
"swept" bank accounts on Jan. 25 by taking $8.5 million cash.
Powerwave says the cash sweep was in violation of credit
agreements because there was no advance notice.

According to the report, the Debtor disclosed $213.5 million in
assets and debt totaling $396.1 million.  Debt includes
$35 million owing on a secured term loan having most of the assets
as collateral, with P-Wave Holdings LLC is agent.  There is
$150 million owing on 3.875% convertible subordinated notes and
$106 million in 2.75% convertible senior subordinated notes.

In addition, Powerwave says there is from $15 million to
$25 million owing to trade suppliers.

The 3.875% subordinated notes last traded on Jan. 29 for 5 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.  Purchasers were
offering to buy the 2.75% senior convertible notes for 12.875
cents on Jan. 30.

The company generated $127.8 million in sales over the first nine
months of 2012, resulting in a net loss of $153.1 million. The
cost of goods exceeded sales by $27.1 million.  For 2011, there
was a $77.3 million net loss on sales of $444.4 million.

Over the past three years, the high for the stock was $23.45 on
May 2, 2011.  The stock traded Jan. 30 around 5 cents.

                   About Powerwave Technologies

Powerwave Technologies Inc, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.


PREMIER PAVING: Receives 1-Month Extension on Right to Use Cash
---------------------------------------------------------------
Bankruptcy Judge Michael E. Romero in Denver, Colorado, approved
an agreement that allows Premium Paving Inc. continued use of cash
collateral.

Wells Fargo Bank N.A. has consented to the Debtor's use of cash
collateral through Feb. 1, 2013.  Pursuant to a stipulation
entered Jan. 23, 2013, Wells Fargo permits the Debtor to access
the cash collateral to meet its operational needs and generate new
revenues through March 1.

In exchange, the Debtor is required to pay Wells Fargo $25,000 per
month during the term if the Cash Collateral order.  The first
payment was due June 30, 2012.  The Debtor also is required to,
among others, satisfy reporting requirements, maintain insurance,
pay postpetition taxes.

One week after filing for bankruptcy in April 2012, at the
Debtor's behest, the Bankruptcy Court gave the Debtor interim
authority to use cash collateral.  The Interim Order set May 1,
2012, as the final hearing date on the Cash Collateral Motion, and
provided Wells Fargo with the right to conduct an audit of the
Debtor, with the first audit to commence April 18, 2012.

The Debtor and Wells Fargo entered into a Second Interim Cash
Collateral Agreement which reset the final hearing for July 2,
2012.  The Second Interim Cash Collateral Agreement was approved
May 29, 2012.

Wells Fargo and the official committee of unsecured creditors
appointed in the Debtor's case objected to the Cash Collateral
Motion.  Thereafter the Debtor and the bank entered into a
stipulation for the use of cash collateral on a final basis
through Sept. 30, 2012.  The Committee consented, and the Court
approved, the deal.

Since Sept. 30, the Debtor and the bank have consented to the use
of cash collateral on a monthly basis.  The Debtor's right to use
cash collateral was previously extended by one-month periods
through Feb. 1, Jan. 1, and Dec. 1.

Premium Paving operates a full service highway construction
company, which services include pavying, grading and milling,
geotextiles, traffic control, and quality control.  Premium Paving
also owns and operates an asphalt plant.

                         Accord With Supplier

Meanwhile, Premium Paving settled a claims dispute with a supplier
of asphalt cement and the Debtor's unsecured creditors.  Suncor
Energy (USA) Inc. asserts a prepetition claim for $1,816,767.  On
Oct. 8, 2012, the Debtor and Suncor entered into a stipulation
pursuant to which the Debtor and Suncor assert that Suncor is a
critical vendor and, to prevent Suncor from shutting off its
supply of asphalt cement to the Debtor, the Debtor agreed to pay
$7,000 per month to Suncor and release Suncor of all potential
preference claims.

The Official Committee of Unsecured Committee asserted an informal
objection to the deal based on, among other things, the release of
the preference claims and Suncor's defenses to those claims.
After discussions among the parties, the Committee asserts that
the total amount of payments received by Suncor during the 90-day
period prior to the Petition Date was $503,172.  After reductions
for joint checks and subsequent new value, the Committee asserts
that Suncor's potential preference exposure is approximately
$189,000.  This amount does not take into account other defenses
that may be available to Suncor, including defenses under 11
U.S.C. Sec. 547(c)(2).

To resolve the informal objection, Suncor, the Debtor and the
Committee agreed that:

     A. Suncor would reduce and amend its Prepetition Claim by
$189,000 and the resulting Suncor claim would be $1,627,726; and

     B. The Debtor will pay Suncor $7,000 per month, retroactively
from July 1, 2012, for an estimated amount of $35,000 by paying
$7,000 a month until paid in full, beginning in December 2012.

The Court approved the parties' agreement in December.

In November, Edward G. Woodland, Esq., at Woodland & Associates
LLC was permitted to withdraw as counsel to American West
Construction LLC.

                       About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq. -- dbrown@bbdfirm.com -- at Brown,
Berardini & Dunning P.C.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.  There's a hearing Feb. 25 at 3:00 p.m. on the
Disclosure Statement.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.


PREMIER PAVING: Committee Hiring OnPointe as Financial Advisors
---------------------------------------------------------------
The Official Unsecured Creditors Committee in the Chapter 11 case
of Premier Paving Inc. won Court authority to retain OnPointe
Financial Group, LLC, as the panel's financial advisors to review,
analyze and advise the Committee on (i) the assets, liabilities
and operations of the Debtor, (ii) the Debtor's financial
statements, budgets and its business projections, (iii) valuation
of the Debtor's assets; and (iv) the Debtor's Disclosure Statement
and Plan of Reorganization.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.  There's a hearing Feb. 25 at 3:00 p.m. on the
Disclosure Statement.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.  The Court also approved an Exclusive-Right-To-Sell
Listing Contract.

Robert Kleeman, a principal of OnPointe who will lead the OnPointe
team, is a licensed Certified Public Accountant in Colorado and
has over 35-years' experience as a CPA.  Mr. Kleeman has extensive
experience regarding business valuation matters, and has been
qualified as an expert witness on valuation issues in numerous
cases, including bankruptcy cases, nationwide.

OnPointe will charge for its services according to the firm's
hourly rates.  Mr. Kleeman's hourly rate is $300 per hour and
other OnPointe employee's hourly rates vary from $140 to $300 per
hour.  OnPointe will also charge for its out of pocket expenses,
including travel, computer processing charges, copying and
postage.

As set forth in the Engagement Letter, OnPointe agrees that its
fees and costs will not exceed $15,000.

OnPointe requested a retainer in the amount of $5,000.

The Debtor asserted an informal objection to the requested
retainer.  To resolve the objection, the Debtor and the Committee
stipulated to reduce OnPointe's retainer to $2,500.  Moreover, the
payment of the $2,500 is conditioned on the payment of not
violating the cash collateral agreement with Wells Fargo Bank,
N.A.

OnPointe attests it does not represent or hold any interest
adverse to the Debtor, the estate or the Committee in the matter
upon which it is to be retained or in any other matters; and that
its members, managers and other professionals on staff are
"disinterested persons" as defined in Section 101(14) of
Bankruptcy Code.

                       About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq., at Brown, Berardini & Dunning P.C.


PRESTIGE INVESTMENTS: Can Use Cash Collateral Thru July 31
----------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a Second Interim
Stipulation and Consent Order between Industrial Bank and Prestige
Investments, LLC, extending the Debtor's authority to use the
Lender's cash collateral and the granting of adequate protection
payments and liens through and including July 31, 2013.

The Debtor said it has a continuing need to use Cash Collateral to
fund the operation of its business.  A prior cash collateral order
covered the period through Jan. 31, 2013.

The Debtor owes the Lender $680,517 under an October 2004 loan
secured by a first priority lien on the Debtor's real property
located at 9601 Ardwick Ardmore Road, Landover, Maryland, and all
improvements and fixtures; and a first priority security interest
in all of the Debtor's present and future leases together with all
rents, revenue and profits from the Collateral.  The Loan matured
on Oct. 28, 2009.

The Collateral is an approximately 4,400 square foot multi-use
building, located on approximately 2.9 acres of land.  Currently,
the Collateral is leased to a religious organization and is used
for commercial purposes.

The Debtor and the Lender entered into a Forbearance Agreement
dated Dec. 22, 2011, pursuant to which the Lender agreed, so long
as the forbearance period was not terminated sooner as the result
of the occurrence of an "Event of Default" as defined therein, to
forbear from foreclosing on the Collateral through July 1, 2012.

Prior to the Petition Date, the Lender directed the tenant, World
Impact Christian Center, to send to the Lender all rental income
owed to the Debtor under the Tenant's lease.

As adequate protection for the Lender, among other things:

     -- the Lender will receive from the Tenant $7,500 in rent
each month commencing Feb. 1, 2013 and ending on July 31, 2013.
The Rent Payments constitute Cash Collateral.  The Lender will
then return up to $1,300 to the Debtor so that the Debtor can pay
the necessary quarterly fees to the Office of the United States
Trustee.

     -- the Lender is authorized to apply and/or hold in escrow
the balance of the Rent Payments for (a) payment of real property
taxes assessed in relation to the Collateral that will become due
and owing to the Prince George's County Director of Finance; (b)
payment of insurance premiums that will become due and owing after
the Petition Date on an insurance policy with respect to the
Collateral; and (c) adequate protection payments to Lender of
principal and interest under the Loan.

     -- No claim for professional fees during the term of the
Second Interim Order will have priority over the claims of the
Lender, or may be charged against the Lender, the Collateral, the
Leases, the Rental Income or the Cash Collateral, whether pursuant
to Section 506(c) of the Bankruptcy Code or otherwise.

A copy of the Second Interim Stipulation and Consent Order is
available at http://is.gd/unOmEgfrom Leagle.com.

Prestige Investments LLC, based in Brookeville, Maryland, filed
for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 12-27030) on
Sept. 17, 2012.  Jonathan P. Morgan, Esq., at Morgan Rose, LLC,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $500,001 to
$1 million in debts.  The petition was signed by Aniema A. Udofa,
sole member.

Industrial Bank, the lender based in Silver Spring, Maryland, is
represented by:

          Mary Fran Ebersole, Esq.
          Catherine K. Hopkin, Esq.
          TYDINGS & ROSENBERG LLP
          100 East Pratt Street
          Baltimore, Maryland 21202
          Tel: (410) 752-9700
          Fax: (410) 727-5460
          E-mail: mebersole@tydingslaw.com
                  chopkin@tydingslaw.com


RESIDENTIAL CAPITAL: Has Agreement With Ally Bank on Loan Deals
---------------------------------------------------------------
Residential Capital LLC and Ally Bank won a bankruptcy judge's
approval of a stipulation authorizing the Debtors to continue to
perform under the terms of the Amended and Restated Master
Mortgage Loan Purchase and Sale Agreement, dated May 1, 2012, and
the Client Contract and Addendum dated as of November 29, 2011.

Debtor GMAC Mortgage, LLC, will provide Ally Bank with
documentation reasonably acceptable to Ally Bank evidencing full
remediation of the Specified Compliance Issues in accordance with
the Program Documents by January 31, 2013, provided that GMACM
will provide Ally Bank with documentation reasonably acceptable to
Ally Bank evidencing full remediation of Issue Number SI-2012-
RCSA-MO-3330 as detailed in the Specific Compliance Issues by
March 31, 2013.

If GMACM does not remediate all Specified Compliance Issues in
accordance with the Stipulation, Ally Bank is granted limited
relief from the automatic stay to terminate the Client Contract
and the MMLPSA with cause upon three business days' notice to
GMACM, which notice will be filed with the Court.  The MMLPSA and
the Client Contract will automatically terminate, without further
notice or order of the Court, upon the date on which the sale of
the Debtors' assets closes.

The parties also agreed the Client Contract will automatically
terminate, without further order of the Court, on the termination
of the MMLPSA,  provided that Ally Bank agrees not to deliver any
termination notice without cause until after January 31, 2013.

                     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: Carlson Represents MDL Class Plaintiffs
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, R. Bruce Carlson, Esq., at Carlson Lynch, Ltd., in
Pittsburgh, Pennsylvania, disclosed that his firm is co-lead
interim class counsel representing the putative class, including
the class representative, in the matter In re: Community Bank of
Northern Virginia Second Mortgage Lending Practices Litigation,
MDL No. 1674, United States District Court for the Western
District of Pennsylvania (the "MDL Class Action").

The MDL Class Action asserts claims based on violations of the
Real Estate Settlement Practices Act, the Truth in Lending Act,
the Home Ownership Equity Protection Act and the Racketeer
Influenced and Corrupt Organizations Act.

In the MDL Class Action, the MDL Class Reps seek to represent
themselves and the Putative Class, which class consists of
borrowers in more than 44,000 residential second mortgages loan
transactions who were charged illegal and excessive settlement and
other fees, and who were not provided accurate and/or timely
disclosures concerning the loan costs, in connection with second
mortgage loans.

Mr. Carlson may be reached at:

         R. Bruce Carlson, Esq.
         CARLSON LYNCH, LTD.
         115 Federal Street, Suite 210
         Pittsburgh, PA 15212
         Tel: (412) 322-9243
         Fax: (412) 231-0246
         Email: bcarlson@carlsonlynch.com

                     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: SBO Servicers' Stipulation Approved
--------------------------------------------------------
Residential Capital LLC and its affiliates obtained approval from
the Bankruptcy Court of a stipulation they entered into with
Branch Banking and Trust Company, OceanFirst Bank and Columbia
Home Loans, LLC, and PNC Mortgage, a Division of PNC Bank, NA --
SBO Servicers -- resolving the SBO Servicers' objection to the
sales of the Debtors' mortgage loan servicing and origination
platform and whole loan portfolio.

Pursuant to the stipulation, following the effective date of each
of the sale of the Debtors' assets to Ocwen Loan Servicing, LLC,
and Berkshire Hathaway, Inc., the applicable Purchaser will
reimburse the SBO Servicers for claims for outstanding servicing
advances made prior to the effective date of the sale, but not yet
due and payable to the SBO Servicer as of the effective date of
the sale.  The SBO Servicers are also permitted to continue to
reimburse themselves for servicing advances made out of available
collections received from borrowers as permitted pursuant to the
terms of the applicable SBO Servicing Agreements.

The SBO Servicers are owners or master servicers of certain
mortgage servicing rights with respect to certain mortgage or home
equity lines of credit which they subservice on behalf of the
Debtors.

                     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).


REVOLUTION DAIRY: Files Bankruptcy to Deal With Secured Lender
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revolution Dairy LLC, one of the largest dairy farms
in Utah, filed for bankruptcy reorganization to deal with secured
debt owing to lender Rabo AgriFinance Inc.

The farm has some 7,000 cows, not including calves and cows not
currently milking.

According to the report, the farm blamed the bankruptcy on rapid
expansion just before milk prices declined.  The dairy says the
lender demanded large payments which could only be made by selling
significant portions of the herd, thus losing economies of scale
and making the remaining operation unprofitable.

By fending off demands from the lender, the dairy said it intends
to propose a plan paying all creditors in full over time,
according to the report.

Delta, Utah-based Revolution Dairy, LLC and Highline Dairy, LLC,
filed bare-bones Chapter 11 petitions (Bankr. D. Utah Case No. 13-
20770 and 13-20771) in Salt Lake City on Jan. 27, 2013.  The two
companies have hired the law firm of Prince, Yeates and Geldzahler
as counsel.  Each of the Debtors estimated $10 million to $50
million in assets and liabilities.


RIO GRANDE STUDIOS: Dismissal of Member's Bankruptcy Upheld
-----------------------------------------------------------
Bankruptcy Judge David T. Thuma denied the request of Michael
Jacques Jacobs to vacate a prior court order dismissing his
Chapter 13 case.  The Court dismissed the Debtor's Chapter 13 case
on Jan. 7, 2013 because he had not filed most of his bankruptcy
schedules, or his statement of financial affairs, within the 45
day deadline set by 11 U.S.C. Sec. 521(i)(1).

According to Judge Thuma, "The Court tries to work with pro se
debtors when it appears they are doing their best to comply with
the Bankruptcy Code and Bankruptcy Rules.  Here, there is little
indication that Debtor is making the necessary effort, or that
such effort, if made, would have resulted in a successful Chapter
13 case."

A copy of the Court's Jan. 30, 2013 Memorandum Opinion is
available at http://is.gd/warUyffrom Leagle.com.

Michael Jacques Jacobs and his wife Ruby Jacobs have been involved
in four bankruptcy cases in the District of New Mexico.  The first
case was In re Rio Grande Studios, LLC, case no. 11-13639 TA,
filed Aug. 11, 2011.  The case was filed as a Chapter 11.  Judge
James S. Starzynski oversaw the case.  Albert W. Schimmel, III,
Esq., of the Schimmel Law Office, served as counsel.  The petition
estimated under $50,000 in assets and between $1 million to $10
million in debts.  The petition was signed by Michael Jacobs,
managing member.

The Rio Grande Studios case was converted to Chapter 7 on June 14,
2012, by stipulation of the Debtor and the U.S. Trustee's office.
The case was closed in September 2012 after the case trustee
concluded there were no assets available for creditors.

Ms. Jacobs next filed an individual chapter 7 case on Oct. 28,
2011, no. 7-11-14707-JA.  Ms. Ruby received a Chapter 7 discharge
Feb. 21, 2012.  She disclosed the Debtor as a non-filing spouse.

Ms. Jacobs filed the third case (a chapter 13) on Feb. 28, 2012,
no. 13-12-10748-JA.  She disclosed the Debtor as a non-filing
spouse in this case as well.  The case was dismissed June 7, 2012,
because Ms. Jacobs did not file an amended plan or amended
schedules, did not comply with 11 U.S.C. Sections 521(a)(1)(B)(iv)
and 521(e)(2)(A), and did not comply with the Court's order.

Michael Jacobs  filed the Chapter 13 case on Nov. 13, 2012.  The
Chapter 13 Trustee moved to dismiss the case on Dec. 4, 2012,
based on the Debtor's failure to file a Chapter 13 plan,
schedules, and/or statements, and because the Debtor allegedly
failed to cooperate with the trustee or provide the documents and
information pursuant to Sec. 521(a)(3) and (4).  The next day the
Clerk's Office sent the Debtor a Notice of Failure to File
Information Which May Result in Automatic Dismissal, notifying the
Debtor that the Court would dismiss the case after Dec. 28, 2012
if the Debtor did not file all documents required by Sec.
521(a)(1).

On Dec. 27, 2012, the Debtor filed a Motion for Order Extending
Time, seeking an unspecified extension of time to file his
schedules and statement of financial affairs, and to file a
Chapter 13 plan.  The Debtor also asked the Court to reschedule
the Sec. 341 meeting.

The Court entered an Order Confirming Automatic Dismissal of
Bankruptcy Case on Jan. 7, 2013.  The dismissal was effective as
of Dec. 29, 2012.


RLB FRIENDSHIP: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: RLB Friendship, LLC
             240 The Bluffs
             Austell, GA 30168-7835

Bankruptcy Case No.: 13-51742

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  Suite 200
                  6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  E-mail: reason@easonlawfirm.com

Scheduled Assets: $3,978,514

Scheduled Liabilities: $5,851,301

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Horizon Development, LLC               13-51744
  Scheduled Assets: $4,000,259
  Scheduled Debts: $5,425,622

The petition was signed by Joe H. Bajjani, general manager of
Bajjani Services, Inc.

Affiliate previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Georgia Hydraulic Cylinder, Inc.       12-75987   10/17/12

A. A copy of RLB Friendship, LLC's list of its eight largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-51742.pdf

B. A copy of Horizon Development, LLC's list of its seven largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-51744.pdf


SABRE HOLDINGS: S&P Rates New $2.55BB Senior Secured Credit 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all
existing ratings, including the 'B' corporate credit rating, on
U.S. travel technology company Sabre Holdings Corp.  The outlook
is stable.

At the same time, S&P assigned the company's proposed
$2.55 billion senior secured credit facility (consisting of a
$352 million revolving credit facility due 2018, $1.95 billion
term loan B due 2019, and $250 million term loan C due 2018) a 'B'
issue-level rating (the same as the corporate credit rating) with
a recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for debtholders in the event of a
default.

"The proposed transaction will help Sabre reduce its total
interest expense and push out the nearest meaningful maturity to
March 2016 when its senior unsecured notes mature," said Standard
& Poor's credit analyst Andy Liu.  "The proposed transaction is
also expected to incorporate financial covenants that will ensure
the company greater access to its $352 million revolving credit
facility."

The 'B' corporate credit rating incorporates S&P's assumption of
fairly stable operating performance, despite an ongoing dispute
with one of its largest airline customers, and competitive
pressure at Travelocity, its online travel agency (OTA).  S&P
believes that Travelocity could continue to lose market share to
Expedia Inc. and Priceline.com Inc. over the intermediate term.

The rating outlook is stable.  Standard & Poor's expects Sabre's
credit measures to gradually improve in 2013, notwithstanding
costs related to the pending AMR settlement.  If Sabre can
continue to perform and recover from the use of cash flow for the
settlement as well as resolve its dispute with US Airways, S&P
could raise the rating.  An upgrade also would likely entail S&P's
becoming convinced that pressures from airlines on GDSs are
abating.  On the other hand, if airlines gain the ability to
disintermediate GDS , resulting in lower profitability and
shrinking discretionary cash flow, S&P could lower the rating.


SACO DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SACO Distributing, Inc.
        dba Saco, Inc.
        5435 Trebor Lane
        Knoxville, TN 37914

Bankruptcy Case No.: 13-30282

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Keith L. Edmiston, Esq.
                  GRIBBLE CARPENTER & ASSOCIATES, PLLC
                  118 Parliament Drive
                  Maryville, TN 37804
                  Tel: (865) 980-7700
                  Fax: (865) 980-7717
                  E-mail: kle@gribblecarpenter.com

Scheduled Assets: $611,000

Scheduled Liabilities: $1,060,673

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/tneb13-30282.pdf

The petition was signed by Jeff Ketron, president.


SANMINA CORP: S&P Affirms 'B+' CCR; Revises Outlook to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Jose, Calif.-based Sanmina Corp., and revised
the outlook to positive from stable.

"The outlook revision reflects our expectation that Sanmina will
stabilize its operating trends over the next 12 months, which
combined with additional debt reduction will enable the company to
maintain leverage at or below the low-3x level," said Standad &
Poor's credit analyst Martha Toll-Reed.

The rating on Sanmina reflects S&P's view of the company's "weak"
business risk profile and an "aggressive" financial risk profile
(as defined by S&P's criteria).  S&P believes Sanmina will
experience modest revenue declines in the first half of fiscal
2013 due to soft end-market demand and an uncertain macroeconomic
environment.  However, S&P expects the company will maintain
annual EBITDA margins in the 4.5% to 5% range.  S&P's
profitability assumptions include the benefits of anticipated,
second-half revenue growth and recent restructuring actions, which
should largely offset variability in margins due to product mix
shifts, new contracts (which can have lower initial margins) as
well as some seasonal volatility.

Sanmina offers vertically integrated manufacturing services to its
original equipment manufacturers (OEMs), in which it assembles key
system components and subcomponents.  Sanmina's weak business risk
profile reflects highly competitive industry conditions, limited
earnings visibility, moderate concentration of customer sales, and
low market share in some of its businesses.  The company's good
business position in low-volume, complex electronics manufacturing
services partly offsets these negative factors.  Sanmina reported
revenues of $1.495 billion in the December 2012 quarter, down
slightly from the year-ago period, primarily reflecting soft end-
market demand.  Given market uncertainty, S&P believes modest
revenue declines will continue into calendar 2013.  The quarterly
EBITDA margin (adjusted for nonrecurring restructuring charges,
stock-based compensation expense, and operating lease and pension
obligations) was about 4.2% of sales in the December 2012 quarter,
versus 5.1% in the year-earlier quarter.  The margin decline was
due to revenue weakness, including slower-than-expected growth in
new contract revenues, and unfavorable product mix shifts.  In
S&P's view, margin pressures should diminish with the expected
reversal of those trends.  Although Sanmina has made significant
debt reductions over the past 18 months, S&P views the company's
financial risk profile as aggressive, reflecting its lack of
operating performance predictability and the sensitivity of
leverage metrics to EBITDA declines.  These factors are partially
mitigated by the announced debt redemption, and S&P's expectation
of positive cash flow generation.  Adjusted debt to EBITDA was
3.5x as of December 2012, down from 3.8x in the prior-year period,
largely reflecting debt reductions.  In S&P's assessment, the
company's management and governance is "fair".

The positive outlook reflects S&P's expectation that new business
opportunities should result in modest revenue and EBITDA growth in
the second half of 2013.  If Sanmina can sustain adjusted debt to
EBITDA at or below the low-3x level in fiscal 2013, while
maintaining adequate liquidity, S&P could raise the rating in the
next 12 months.  However, if ongoing revenue declines cause
adjusted EBITDA to fall 20% below the LTM December 2012 level (of
approximately $283 million), S&P could revise the outlook to
stable.


SCHOOL SPECIALTY: Section 341(a) Meeting Scheduled for March 4
--------------------------------------------------------------
The U.S. Trustee has scheduled a meeting of creditors in the
bankruptcy case of School Specialty, Inc., on March 4, 2013, at
2:00 p.m. at J. Caleb Boggs Federal Building, 5th Floor, Room
5209, Wilmington, DE.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About 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% 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.  The petition was signed by David N. Vander Ploeg, the
company's chief financial officer.  Judge Kevin J. Carey presides
over the case.

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 disclosed assets of $494.5 million and debt of $394.6
million.


SCIENTIFIC GAMES: S&P Puts 'BB' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on U.S. gaming services provider
Scientific Games Corp. on CreditWatch with negative implications.

The CreditWatch listing follows Scientific Games' announcement
that it plans to acquire WMS Industries.  Based on the announced
terms, the transaction values WMS at $1.5 billion and will add
roughly that same amount in additional debt.  This would translate
into an additional 0.6x of operating lease-adjusted debt to
EBITDA, based on Scientific Games and WMS' combined EBITDA for the
12 months ended Sept. 30, 2012, and excluding synergies that
Scientific Games expects to be able to achieve.

On a trailing 12-month basis, leverage, as S&P measures it, was
5.1x for Scientific Games, compared with S&P's maximum threshold
of 5.0x at the current rating.  While leverage was slightly above
S&P's maximum threshold, it had previously expected the company
would begin to build in some cushion relative to this threshold,
and S&P also indicated that it would likely consider lower ratings
if the company embarked on larger-than-expected investments for
acquisitions, such that S&P no longer believe the company has the
ability or commitment to maintain leverage below 5x.  On a
trailing-12-month basis, this transaction results in leverage in
the high-5x area, which is weak for the current rating on
Scientific Games, in S&P's view.

"We believe the acquisition demonstrates a financial policy that
is more aggressive than we had previously anticipated, and are
less certain of management's commitment, or ability, to maintain
leverage, as we measure it, below 5x," said Standard & Poor's
credit analyst Melissa Long.

In addition to the increase in leverage, S&P believes this
acquisition creates some degree of integration risk, particularly
since the addition of WMS will expand the content and product
offerings that Scientific Games offers.

In resolving the CreditWatch listing, S&P will monitor the
company's ability to address various closing conditions and
receive the required regulatory approvals; update S&P's
performance expectations for the combined company; and meet with
management to discuss integration plans and potential synergies,
near- and longer-term growth objectives, and financial policy.  If
a downgrade for Scientific Games is the outcome of S&P's analysis,
it would likely be limited to one notch.


SERVICEMASTER CO: Moody's Affirms 'B2' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of The
ServiceMaster Company, Inc. debt to negative from stable. All debt
ratings were affirmed, including the B2 Corporate Family, B2-PD
Probability of Default, Ba3 senior secured debt instrument and B3
senior unsecured debt instrument ratings.

Ratings Rationale

"Current operating performance, especially at TruGreen, suggests
revenue and profitability growth may be under pressure over the
near term," noted Edmond DeForest, Moody's Senior Analyst.

The negative outlook reflects Moody's expectation for a flat to
low single digit revenue growth rate and flat profitability,
making it unlikely for ServiceMaster to generate free cash flow to
reduce debt meaningfully. As a result, Moody's expects debt to
EBITDA to remain above 6.5 times through much of 2013, a level of
financial leverage which is high for the B2 rating category.
However, the proposed new bank loans will reduce the annual
interest burden by about USD20 million per year and leave
ServiceMaster without material debt maturities until 2017.

The ratings could be downgraded if ServiceMaster's growth,
efficiency and turn-around initiatives fail to produce EBITDA and
free cash flow growth, if TruGreen does not demonstrate a
turnaround during the coming season, or if Moody's expects debt to
EBITDA to remain above 6 times or free cash flow to debt to be
below 3%. The ratings outlook could be stabilized if profitable
revenue growth can be achieved at TruGreen and maintained in other
businesses, driving mid-single digit EBITDA growth and evidence of
progress towards moving debt to EBITDA below 6 times. Expectations
for free cash flow of at least USD200 million and a good liquidity
from excess cash and revolving credit availability would also be
important considerations to stabilize the ratings. The ratings
could be upgraded if the company demonstrates steady revenue and
profitability growth and improves credit metrics such that Debt to
EBITDA and free cash flow to debt are sustained at less than 5
times and above 5%, respectively.

Issuers: ServiceMaster Company (The); ServiceMaster Company (The)
(Old); ServiceMaster Company LimitedPartnership(The)

Outlook, Changed To Negative from Stable

Issuer: ServiceMaster Company (The)

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facility, Affirmed Ba3

Senior Unsecured Bond, Affirmed B3

Issuer: ServiceMaster Company (The) (Old)

Senior Unsecured Bond, Affirmed Caa1

Issuer: ServiceMaster Company LimitedPartnership(The)

Senior Unsecured Bond, Affirmed Caa1

The principal methodology used in rating The ServiceMaster Company
was the Global Business & 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.

The ServiceMaster Company, based in Memphis, TN, provides lawn
care, termite and pest control, home service contracts, cleaning
and disaster restoration, house cleaning, furniture repair and
home inspection products and services through company-owned
operations and franchise licenses. Brands include: TruGreen,
Terminix, American Home Shield (AHS), ServiceMaster Clean, Merry
Maids, Furniture Medic and AmeriSpec.


SERVICEMASTER CO: S&P Assigns 'B+' Rating to $2.253BB Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
senior secured debt rating to Memphis, Tenn.-based The
ServiceMaster Co.'s proposed $2.253 billion secured term loan due
2017.  The recovery rating on the secured term loan is '2',
indicating S&P's expectation of substantial recovery (70%-90%) in
a default scenario.

"We expect proceeds from the proposed transaction to be used to
refinance the outstanding roughly $1.2 billion secured term loan
due 2014 and $1.0 billion secured term loan due 2017.  While we
expect total reported debt to remain relatively unchanged at
approximately $4 billion, we estimate debt-to-EBITDA leverage has
increased to the mid 7x area for full year 2012 and could rise to
the high 7x area during the first half of 2013, as a result of
lower EBITDA amid weak performance at its TruGreen lawn care
segment.  However, we estimate leverage will decline to the low 7x
area by year-end 2013 as the company benefits from modest growth
in its Terminix business, partly as a result of full year
operation of 2012 acquisitions, and modest improvement in
profitability at TruGreen for the 2013 lawn care season due to
greater product offerings and operating efficiency," S&P said.

"Our ratings on ServiceMaster reflect our view that the company's
financial risk profile continues to be "highly leveraged,"
particularly since the company's balance sheet remains highly
leveraged and we expect cash flow protection measures to continue
to be weak.  In addition, we continue to consider ServiceMaster's
business risk profile to be "fair," reflecting our view that the
company's business will remain sensitive to still weak economic
conditions and consumer spending, as well as seasonal weather
conditions.  Our business risk assessment also incorporates the
benefits ServiceMaster achieves from its business positions in its
fragmented and competitive end markets, which have historically
translated into good cash flow generation from a fairly diverse
portfolio of services," S&P noted.

RATINGS LIST

The ServiceMaster Co.
Corporate credit rating                       B/Stable/--

Ratings Assigned
The ServiceMaster Co.
Senior secured
  $2.253 billion term loan due 2017            B+
    Recovery rating                            2


SF & S PETROLEUM: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SF & S Petroleum Inc.
        114 East Broadway
        Waukesha, WI 53186

Bankruptcy Case No.: 13-21045

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Leonard G. Leverson, Esq.
                  LEVERSON & METZ S.C.
                  225 East Mason Street
                  Suite 100
                  Milwaukee, WI 53202
                  Tel: (414) 271-8503
                  E-mail: lgl@levmetz.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 eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wieb13-21045.pdf

The petition was signed by Shahbaz A. Qureshi, director.


SILVERLINE ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Silverline Energy Services, LLC
        10820 Gulfdale
        San Antonio, TX 78216

Bankruptcy Case No.: 13-50173

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  100 W Houston St, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

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/txwb13-50173.pdf

The petition was signed by Linda J. Ramirez Mendez, president.


SK FOODS: Settlement In Principle Reached in Allied World Dispute
-----------------------------------------------------------------
Allied World National Assurance Company and Allied World Assurance
Company (U.S.) Inc. have reached a settlement in principle with
all remaining defendants (except those defendants against whom the
Clerk has already entered default) in the lawsuit against S.K.
Foods PM Corp., SK Foods, L.P., and various parties.

The Allied entities have reached separate agreements with two
groups of defendants: the Chapter 11 Trustee for SK Foods, L.P.
and RHM Industrial/Specialty; and the so-called Salyer Parties.

The Salyer Parties are:

1) Frederick Scott Salyer, individually and as trustee for the
Scott Salyer Revocable Trust,

2) Robert Pruett, Trustee for the Caroline Gazelle Salyer 1999
Irrevocable Trust and the Caroline Gazelle Salyer 2007 Irrevocable
Trust (sued as The Caroline Gazelle Salyer Irrevocable Trust), the
Stefanie Ann Salyer 1999 Irrevocable Trust and the Stefanie Ann
Salyer 2007 Irrevocable Trust (sued as The Stefanie Ann Salyer
Irrevocable Trust),

3) SK PM Corp., aka "S.K. Foods PM Corp.,"

4) Blackstone Ranch, aka "Blackstone Ranch Calif `S' Corp,"

5) SS Farms, LLC,

6) SARS, LLC,

7) CSSS LP, d/b/a Central Valley Shippers,

8) SK Foods LLC,

9) S.K. Foods PM Corp.,

10) SKF Aviation, LLC,

11) SSC Farming LLC,

12) SSC Farms I, LLC,

13) SSC Farms II, LLC,

14) SSC Farms III, LLC,

15) SK Farm Services, LLC,

16) SK Frozen Foods, LLC,

17) Carmel Wine Merchants LLC, and

18) Salyer American Cooling.

On Dec. 21, counsel for the Salyer Parties first informed counsel
for Allied that several of the Salyer Parties have had entered
receivership.  As a result, there is some uncertainty regarding
who has the authority to execute the settlement agreement on
behalf of these parties.  Counsel for the Salyer Parties has been
in contact with the receiver for these parties, and expects to
have confirmation regarding who has the authority to execute the
settlement agreement within the next several days.  Once the
confusion over who has authority to enter into the settlement
agreement is resolved, the parties expect to finalize the
settlement agreements and proceed with seeking bankruptcy court
approval of the Chapter 11 Trustee settlement agreement and the
dismissal of the Allied lawsuit.

At the present time, the parties do not believe that the current
confusion over who has authority to enter into the settlement
agreement will jeopardize the settlement in any way.

In a Jan. 30 Joint Report available at http://is.gd/NIHSkGfrom
Leagle.com, at the settling parties' behest, District Judge
Lawrence J. Neill extended the Salyer Parties' deadline to respond
to the First Amended Complaint until March 15, 2013; and the
deadline for the Allied entities and the Salyer Parties to
exchange initial disclosures pursuant to Fed. R. Civ. P. 26(a)(1)
to March 15, 2013.

On May 5, 2011, the Clerk entered default against defendants
Circle Pacific Ltd., SK Foods, LP 401K Plan, and Sunrise Coast
Japan.  On May 6, 2011, the Clerk entered default against Salyer
American Fresh Foods, and Salyer American Insurance Services.

The lawsuit is styled, ALLIED WORLD NATIONAL ASSURANCE COMPANY, a
New Hampshire corporation, and ALLIED WORLD ASSURANCE COMPANY
(U.S. INC., a Delaware corporation, Plaintiffs, v. SK PM CORP., a
California corporation aka "S.K. Foods PM Corp.," SK FOODS, L.P.,
a California limited partnership, FREDERICK SCOTT SALYER, an
individual, BLACKSTONE RANCH, a California corporation aka
"Blackstone Ranch Calif `S' Corp," LISA CRIST, an individual, MARK
MCCORMICK, an individual, SCOTT SALYER REVOCABLE TRUST, a trust,
THE CAROLINE GAZELLE SALYER IRREVOCABLE TRUST, a trust, THE
STEFANIE ANN SALYER IRREVOCABLE TRUST, a trust, SS FARMS, LLC, a
California limited liability company, SK FOODS, LP 401K PLAN, an
ERISA plan aka "SK Foods L.P. Blackstone Ranch & SK Foods L.P.
401K Plan," SARS, LLC, a California limited liability company,
CSSS LP, a California limited partnership d/b/a Central Valley
Shippers, SK FOODS LLC, a Nevada limited liability company, S.K.
FOODS PM CORP., an entity or a d/b/a of unknown legal capacity,
SKF AVIATION, LLC, a California limited liability company, SSC
FARMING, LLC, a California limited liability company, RHM
INDUSTRIAL/SPECIALTY FOODS, INC., a California corporation d/b/a
Colusa County Canning Company and d/b/a SK Foods ? Colusa Canning,
CARMEL WINE MERCHANTS LLC, a California limited liability company,
CIRCLE PACIFIC LTD., a New Zealand company, SUNRISE COAST JAPAN,
an entity or a d/b/a of unknown legal capacity, SSC FARMS I, LLC,
a California limited liability company, SSC FARMS II, LLC, a
California limited liability company, SK FARM SERVICES, LLC, a
California limited liability company, SK FROZEN FOODS, LLC, a
California limited liability company, SALYER AMERICAN INSURANCE
SERVICES, a California limited liability company, SSC FARMS III,
LLC, a California limited liability company, SALYER AMERICAN
COOLING, a general partnership, SALYER WESTERN COOLING COMPANY, a
general partnership, YUMA AMERICAN COOLING CORPORATION, an entity
or a d/b/a of unknown legal capacity, SAWTOOTH COOLING, LLC, a
California limited liability company, and SALYER AMERICAN FRESH
FOODS, a California corporation, Defendants, Case No. 1:10-CV-
01262-LJO-JLT (E.D. Calif.).

Allied World National Assurance Company and Allied World Assurance
Company (U.S.) Inc. are represented by:

          Terrence R. McInnis, Esq.
          Kevin F. Kieffer, Esq.
          Peter R. Luicer, Esq.
          TROUTMAN SANDER LLP
          E-mail: terrnece.mcinnis@troutmansanders.com
                  kevin.kieffer@troutmandsers.com
                  peter.lucier@troutmansanders.com

Attorneys for Bradley D. Sharp, the Chapter 11 Trustee, are:

          Gregory C. Nuti, Esq.
          Kevin W. Coleman, Esq.
          Kathryn N. Richter, Esq.
          SCHNADER HARRISON SEGAL & LEWIS LLP
          E-mail: gnuti@schnader.com
                  kcoleman@schnader.com
                  krichter@schnader.com

The Law Offices of David C. Winton -- david@dcwintonlaw.com --
argues for Frederick Scott Salyer individually and as trustee for
the Scott Salyer Revocable Trust, Robert Pruett, Trustee for the
Caroline Gazelle Salyer 1999 Irrevocable Trust, the Caroline
Gazelle Salyer 2007 Irrevocable Trust, the Stefanie Ann Salyer
1999 Irrevocable Trust and the Stefanie Ann Salyer 2007
Irrevocable Trust, SK PM Corp., aka "S.K. Foods PM Corp.,"
Blackstone Ranch, aka "Blackstone Ranch Calif `S' Corp," SS Farms,
LLC, SARS, LLC, CSSS LP, d/b/a Central Valley Shippers, SK Foods
LLC, S.K. Foods PM Corp., SKF Aviation, LLC, SSC Farming LLC, SSC
Farms I, LLC, SSC Farms II, LLC, SSC Farms III, LLC, SK Farm
Services, LLC, SK Frozen Foods, LLC.

                          About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.

Salyer supporters launched a Web site which can be accessed from
two addresses: http://www.operationrottentomato.comand
http://www.scott-salyer.com


SOUTHERN AIR: Sets March 14 Confirmation for New Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Southern Air Holdings Inc. had approval from
the bankruptcy court in December for sending a reorganization plan
to creditors for a vote, the cargo airline decided instead to
negotiate with the creditors' committee which was opposing the
plan.

As a result, the airline reached agreement with the committee and
filed a new version of the plan. The bankruptcy court in Delaware
this week approved revised explanatory disclosure materials and
scheduled a March 14 confirmation hearing for approval of the
modified plan.  Southern Air also said it lost a customer,
necessitating recalculation of projections underpinning the
creditor settlement and the disclosure statement.

The report recounts that, Southern Air, acquired in 2007 by Oak
Hill Capital Partners LP, filed for bankruptcy reorganization in
September after working out a plan giving a $17.5 million term
loan and 82.5% of the stock to secured lenders in return for $295
million in debt.  The recovery by the lenders was originally
projected as being 11.9% to 20.6%.  The original court-approved
disclosure materials told unsecured creditors with $101 million in
claims they could expect a recovery between 2.6% and 3.1% by
splitting up $2 million cash.

According to the report, the revised plan will fund a trust for
unsecured creditors with $2.5 million.  Unsecured creditors are
now told to expect a recovery between 2.4% and 2.6%.  Under the
revised plan, the recovery is pegged at 10.4% to 17.5%. Secured
lenders will participate in the litigation trust only after
unsecured creditors recover 10%.  Oak Hill is to retain the other
17.5% in return for making payments to cover lease obligations and
provide capital.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


STAMP FARMS: Auction Scheduled for Feb. 5
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stamp Farms LLC, the owner of about 20,000 acres
spread across six Michigan counties, will hold an auction Feb. 5
to learn if there is a better offer than the $22.8 million bid
from Boersen Farms Inc.  Under sale procedures approved Jan. 29,
competing bidders must qualify by Feb. 1.  A hearing to approve
the sale will take place Feb. 7.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.


STEBNER REAL ESTATE: Feb. 19 Established as Claims Bar Date
-----------------------------------------------------------
Bankruptcy Judge Timothy W. Dore in Seattle, Washington, has
established Feb. 19, 2013, as the deadline for creditors of
Stebner Real Estate Inc., to file proofs of claim.

In December, the Debtor's lawyer filed papers in Court seeking to
employ Bill Henshaw as the Debtor's realtor.  In addition, Marc S.
Stern, the receiver/custodian for the Debtor's assets, obtained
Court authority to hire Saratoga Management to manage the Cornwall
property in accordance with a management agreement.  The ruling
said Derek Stebner's contact with Saratoga Management or any real
estate agent employed by the Custodian will be made through
counsel unless other arrangements are made.  Mr. Stern is
exclusively authorized to negotiate, approve, or decide the sale
of all of the properties.

AmericanWest Bank, a creditor, in November sought to terminate the
Debtor's exclusive rights to propose and solicit acceptances of a
reorganization plan.  The Debtor opposed the request.  A hearing
was set for Nov. 30 and no ruling has been posted on the court
docket.

Stebner Real Estate Inc., which is based in Scottsdale, Arizona,
filed a bare-bones Chapter 11 petition (Bankr. W.D. Wash. Case No.
12-19825) in Seattle on Sept. 26, 2012.  The Debtor estimated
assets and debts of $10 million to $50 million.  Jeffrey B. Wells,
Esq., in Seattle, serves as counsel to the Debtor.  Derek Stebner,
the president, signed the Chapter 11 petition.

Seattle-based Marc S. Stern -- marc@hutzbah.com -- of Marc S.
Stern Attorney at Law, acts as pro se receiver/custodian for the
Debtor.


SUPERVALU INC.: Moody's Rates $850MM Senior Secured Loan 'B1'
-------------------------------------------------------------
Moody's revised two items in its previously released report on
SUPERVALU Inc.'s new term loan:

The following rating is affirmed and will be withdrawn upon
closing:

  SUPERVALU Inc. USD850 million senior secured loan maturing 2018
  at B1 (LGD2, 26%)

The following ratings are withdrawn:

  New Albertson's Inc. Senior Unsecured Shelf and MTN programs at
  (P) Caa1 (LGD5, 71%)

SUPERVALU Inc. is headquartered in Eden Prairie, Minnesota and
proforma for the proposed sale of majority of its retail grocery
stores it will have about 1,520 stores, including 1,329 Save-A-Lot
stores of which 946 are licensed to third party-operators.
SUPERVALU also has a food distribution business serving over 1,950
independent grocery stores in addition to its own stores. The
company's proforma annual sales will be approximately USD17
billion.


SYNIVERSE HOLDINGS: Loan Increase No Impact on Moody's 'B2' CFR
---------------------------------------------------------------
Moody's Investors Services said Syniverse Holdings Inc.'s B2
Corporate Family Rating and stable outlook remain unchanged
following the company's announcement to upsize its senior secured
delayed draw term loan due April 2019 to USD700m from the initial
proposal of USD625m.

The principal methodology used in rating Syniverse was the Global
Business & 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.

Headquartered in Tampa, Florida, Syniverse Holdings, Inc. provides
interoperability and network services for wireless
telecommunication carriers. In recent years, the company has
expanded its product offering to encompass GSM capability and
geographic presence through both acquisitions and new product
development adapting both to a changing technology and customer
landscape. The company had revenues of USD752 million for the last
twelve month ended September 30, 2012.


VITRO SAB: Nears Settlement With Bondholders
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB and U.S. bondholders may be near a
settlement of disputes that resulted in bankruptcies in the U.S.
and Mexico following the Mexican glassmaker's default on $1.2
billion in bonds in May 2009.

Vitro, the report relates, agreed to an injunction issued Jan. 29
by the U.S. Bankruptcy Court in Dallas.  The injunction
prohibiting Vitro and subsidiaries from transferring assets
outside of the ordinary course of business was made "to allow
parties to continue settlement negotiations," according to court
records.

The injunction was slated to expire Feb. 1 unless the parties
agree to an extension.

Bloomberg News notes that the bondholders racked up a number of
victories, the most notable in November when the U.S. Court of
Appeals in New Orleans upheld the bankruptcy court by ruling that
Vitro's Mexican bankruptcy reorganization plan wasn't worthy of
enforcement in the U.S. because it absolved Vitro subsidiaries of
their guarantees on bonds without the units being in bankruptcy
anywhere.

According to the report, since then the bondholders turned up the
heat, contending that Vitro orchestrated numerous fraudulent
transfers before and during bankruptcy. The bankruptcy judge was
scheduled to rule on a bondholder initiative where subsidiary
Vitro Packaging de Mexico SAB in substance would be deprived of
bankruptcy relief in the U.S.

The report relates that U.S. Bankruptcy Judge Harlin "Cooter" Hale
in Dallas agreed in the Jan. 29 injunction that he won't rule.
His injunction orders the Vitro parent and 55 subsidiaries to
operate only in the ordinary course of business and prohibits them
from "moving assets or diverting business opportunities to other
entities" so long as the injunction is in effect.

"Throughout its restructuring process, Vitro has always complied
with both Mexican and U.S. law," Vitro General Counsel Alejandro
Sanchez Mujica said in an e-mailed statement.

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


WAUPACA FOUNDRY: Moody's Affirms 'B2' Rating on $374MM Sr. Loan
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Waupaca Foundry,
Inc., including the B1 Corporate Family Rating, the B1-PD
Probability of Default Rating, and the B2 rating on the upsized
USD374 million senior secured term loan. The rating outlook is
stable.

The following ratings were affirmed:

  Corporate Family Rating, B1;

  Probability of Default Rating, B1-PD;

  B2 (LGD4, 67%), for the upsized USD374 million senior secured
  term loan

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction below, and review
of the company's September 30, 2012 fiscal year-end audited
financials.

Ratings Rationale

The affirmation of Waupaca's B1 Corporate Family Rating
incorporates approximately USD150 million of incremental debt
being incurred to support a special dividend to the company's
sponsors, balanced by the company's diverse revenue profile within
the iron castings industry. The company's focus on shareholder
returns is a detractor to the ratings. However, improving North
American automotive demand has driven higher profitability. As a
result, Waupaca's reduction in Debt/EBITDA leverage, following the
proposed special dividend, will lag Moody's previous expectations
when the initial rating was assigned in June 2012. Yet, the
company's pro forma Debt/EBITDA leverage (including Moody's
standard adjustments) is estimated at about 3.1x and continues to
support the assigned rating. Softening demand in the North
American commercial vehicle and off-highway markets (about 20% and
19% of the company's revenues, respectively) may further pressure
Waupaca's leverage over the coming quarters. This risk is expected
to be partially mitigated by Waupaca's exposure to the North
American automotive light vehicle market (at about 50% of
revenues), where Moody's expects U.S retail sales to grow about
3.6% in 2013.

The stable outlook incorporates Waupaca's relatively strong credit
metrics following the special dividend, exposure to the growing
North American automotive light vehicle market, and good liquidity
profile.

Waupaca is expected to have a good liquidity profile over the near
term supported by positive free cash flow and modest availability
under the asset based revolving credit facility. Following the
special dividend transaction, Waupaca is anticipated to have
nominal cash balances on hand. Yet, positive free cash flow is
expected over the near-term, supported by revenue growth in North
America as well as modest working capital and capital reinvestment
needs. Borrowing base availability under the USD225 million asset
based revolving credit facility is expected to support operating
flexibility over the near-term. Financial covenants under the term
loan include a maximum leverage test and a minimum fixed charge
coverage test which will be reset with the proposed transaction.
The asset based revolver's financial covenant is a springing
minimum fixed charge coverage test. Alternate liquidity is limited
as essentially all of the company's assets secure the credit
facilities.

An improvement in Waupaca's rating could occur if the company is
able to sustain EBIT/Interest above 3.5x and Debt/EBITDA below
3.0x while demonstrating a financial policy that is focused on
debt reduction rather than shareholder returns.

The rating could be lowered if automotive production levels weaken
or if the company's profit margins deteriorate to drive
EBIT/Interest below 2.0x or Debt/EBITDA to approach 4.0x. A
deteriorating liquidity profile or shareholder distributions that
signal a shift to more aggressive financial policies also could
lead to a lower rating.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.

Waupaca Foundry, Inc., headquartered in Waupaca, Wisconsin, is an
iron foundry and manufacturer of gray, ductile and compacted
graphite iron castings. The company's products are sold into the
commercial vehicle, off-highway, agriculture, construction,
hydraulic, and materials handling markets. Revenues for fiscal
year 2012 were approximately USD1.7 billion. The company is a
wholly-owned subsidiary of affiliates of KPS Capital Partners, LP.


WEBCO VENDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Webco Vending Corporation, LLC
        223 Elizabeth Street
        Proctorville, OH 45669

Bankruptcy Case No.: 13-30041

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  KLEIN LAW OFFICE
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  E-mail: swhittington@kleinandsheridan.com

Estimated Assets: $0 to $50,000

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

A copy of the company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wvsb13-30041.pdf

The petition was signed by Timothy Robert Webb II.


WINDSOR QUALITY: S&P Revises Outlook to Stable; Affirms All Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook to
stable from negative and affirmed its ratings, including the 'B+'
corporate credit rating, on U.S.-based Windsor Quality Food Co.
Ltd.

In addition, S&P affirmed the 'BB-' issue-level ratings on
Windsor's revolving credit and term loan facilities.  The recovery
rating remains '2', indicating S&P's expectation for substantial
(70% to 90%) recovery for lenders in the event of a payment
default.

"The outlook revision reflects our belief that Windsor will
maintain adequate liquidity during the next 12 months," said
Standard & Poor's credit analyst Bea Chiem.

In September 2012, the company received a covenant amendment that
reset its leverage tests for the September 2012 quarter through
June 2014.  As of Sept. 30, 2012, the company was in compliance
with its financial covenants with more than 15% cushion, and S&P
expects the company will maintain at least 15% covenant cushion
during the next 12 months.


* China's Practices Harm American Solar Manufacturers, Says Group
-----------------------------------------------------------------
The Coalition for American Solar Manufacturers on Feb. 1 announced
appeals in recent trade cases to counter illegal Chinese trade
practices.  A key appeal, according to CASM, challenges a loophole
in the scope of the U.S. trade remedies that allows Chinese
producers to evade duties and continue to benefit from illegal,
export-intensive subsidies and dump product into the U.S. market.

Appeals filed on Feb. 1 with the U.S. Court of International Trade
in New York challenge the Department of Commerce's formulation of
the cases' scope to cover all solar cells and panels manufactured
in China but not cells manufactured elsewhere and assembled into
panels in China, CASM announced.  The SolarWorld-led coalition
argues that Chinese producers of solar panels made from
photovoltaic cells produced elsewhere receive the same illegal
Chinese subsidies and illegally dump at the same artificially low
prices as other Chinese manufacturers.  From the 2011 outset of
its cases, CASM says, SolarWorld's scope covered both cells and
panels; however, the Department of Commerce curtailed it, the
coalition says.

"With our cases, the U.S. government went a long way in
investigating and attempting to halt the anti-competitive and
destructive impacts of China's illegal trade practices on
America's domestic solar industry," said Gordon Brinser, president
of SolarWorld Industries America Inc., based in Oregon.  "Now we
are looking to finish the job. American jobs depend on it."

CASM represents a still-growing coalition representing more than
230 U.S. solar installers, integrators and producers employing
more than 18,000 American workers.  The National Renewable Energy
Laboratories, according to CASM, has concluded that it costs more
to produce and ship solar technology for the U.S. market from
China than from the United States.  In the cases, CASM says,
Commerce also found that due to the many illegal categories of
illegal subsidies, Chinese producers were selling exports in the
U.S. market at prices below their costs of production.  The
bipartisan U.S. International Trade Commission (ITC) voted 6-0
that China's trade practices were harming U.S. manufacturing.
More than 25 solar manufacturers of all kinds have dramatically
downsized, filed for bankruptcy or quit the business since 2010,
CASM says.

In late 2012, after Commerce's year-long investigation found
illegal Chinese subsidization and pricing, the department imposed
import duties ranging from 24 percent up to more than 250 percent
on solar imports of crystalline silicon solar technology made in
China.  But because Commerce's final orders excluded panels
assembled in China from cells produced elsewhere, CASM says,
Chinese producers can grow silicon crystal, slice that crystal
into solar wafers, outsource conversion of those wafers into cells
to Taiwan or elsewhere, then bring them back for assembly into
panels for export to the U.S. market without facing any measure to
offset the anti-competitive effects of China's illegal subsidies
and U.S. pricing.

In addition to the scope issue, SolarWorld's appeals challenge
U.S. government determinations:

-- Not to investigate Chinese subsidies on aluminum extrusions and
rolled glass, which the Department of Commerce has found in other,
similar cases to be illegally subsidized and dumped in the U.S.
market.

-- Granting separate, lower duty rates for several large Chinese
companies such as Trina Solar, Hanwha SolarOne, Chint Solar and JA
Solar that should not have qualified for such rates because the
companies failed to provide sufficient evidence that they were not
ultimately owned or controlled by the Chinese government.

SolarWorld co-founded a coalition in Europe that is similar to
CASM but called EU ProSun.  The European coalition expects the
European Commission this spring to announce preliminary findings
on its trade allegations about Chinese solar imports, CASM says.

The Coalition for American Solar Manufacturing, founded by seven
companies that manufacture solar cells and panels in the United
States, has more than 230 employers with over 18,000 workers who
have registered their support for CASM's case.  The founding
manufacturers have plants in nearly every region in the United
States, including the Northwest and California, the Southwest,
Midwest, Northeast and South and support several thousand U.S.
manufacturing jobs.


* U.S. Tomato Producers Want Old Antidumping Petition Withdrawn
---------------------------------------------------------------
In June 2012, U.S. tomato producers from throughout the United
States filed a request to withdraw the 16-year old antidumping
petition and have the existing suspension agreement covering fresh
tomato exports from Mexico terminated.  Their effort was designed
to ensure a fair and transparent market as U.S. law provides.
After extensive consultations with the U.S. Department of
Commerce, domestic tomato growers indicated tentative support for
the revisions negotiated by the U.S. Government and Mexican
growers.  After being briefed on the tentative agreement, the
Florida Tomato Exchange and Certified Greenhouse Farmers released
the following statement:

Reggie Brown, Executive Vice President of the Florida Tomato
Exchange, said, "[Sun]day, the U.S. Government initialed an
agreement with Mexican growers that they believe will address
unfair trade in fresh tomatoes.  The existing suspension agreement
had serious flaws and injury was being felt by U.S. producers and
their workers.  We have been honored and humbled by the support we
have received from Agricultural Commissioners and Secretaries in a
number of states, Members of Congress and representatives of the
workers, most importantly the Coalition of Immokalee Workers, in
the fight for fair trade."

Mr. Brown continued, "Mexican growers and their government have
tried to protect their interests with tremendous pressure on our
government, threats to U.S. producers and a well-funded lobbying
and media campaign.  The facts, however, were clear and could not
be disputed. Mexican tomatoes were being sold in the U.S. market
in rapidly increasing volumes at prices that did not reflect the
cost of production.  In technical trade jargon, that's known as
"dumping" and is illegal under U.S. and Mexican trade laws and the
suspension agreement that Mexican producers had signed with the
U.S. Department of Commerce.  The public understands its real
impact which has been declining production and employment, the
bankruptcy of growers and community devastation."

"Undersecretary Sanchez and his entire team have worked hard to
update the suspension agreement to deal with the concerns of
domestic producers and to achieve an agreement that more closely
follows the statutory mandates.  Growers in Florida and across the
country appreciate his efforts and those of the Department and
others in the Obama Administration.  Hard work remains, but
they've consulted closely with us in the days leading up to this
tentative agreement.  Domestic growers have been focused on the
proper implementation of U.S. law and the need for any agreement
to reflect accurate cost data.  In the future, the government will
have to affirm the accuracy of Mexican growers' cost of
production," said Mr. Brown.

Edward Beckman, President of Certified Greenhouse Farmers, said,
"The law entitles our industry to fair conditions of trade in
fresh tomatoes.  That's been the simple goal of this effort.  In
the sixteen years since the first suspension agreement was imposed
upon domestic producers, the industry has changed dramatically but
the suspension agreement has failed to change with the times as
technology and growing methods have changed.  The agreement has
not even kept up with inflation.  During the negotiations between
the Department of Commerce and Mexico and their growers, we
identified three essential components to any new agreement to
bring about fair trade: pricing, coverage, and enforcement.  Each
component had to reflect the reality of today's market: inflation
of almost 250% since the base year in Mexico; the changes within
the industry in both the U.S. and Mexico that have taken place
over the last sixteen years, including the growing importance of
greenhouse tomatoes which have dramatically different growing
environments and cost structures; and, the gaming of the system by
Mexican exporters that has occurred."

Mr. Beckman, commented, "We believe that the Department of
Commerce and Mexico have struck a deal that meets those three
tests, and we're hopeful and optimistic that we'll be able to
compete under fair trade conditions.  Much work remains to have
the agreement fully and faithfully implemented and continuous
monitoring and enforcement will be critical.  We're confident that
our government understands the challenges facing the U.S. industry
and will work with us in the coming days to achieve its
objectives.  The domestic industry will be evaluating
administrative opportunities to ensure that, in fact, the
statutory requirements are met and continue to be met over time."

"It's important to recognize that since tomato growers first
raised concerns about unfair trade with Mexico 16 years ago, the
market has changed considerably.  This new suspension agreement
recognizes the changes and includes definitions to cover the
evolution and diversification of the market.  These provisions
will protect consumer interests and promote the further
development and diversification of the market while ensuring that
growers receive a fair price for those products", said
Mr. Beckman.


* CoreLogic Reports 767,000 Completed Foreclosures in 2012
----------------------------------------------------------
CoreLogic(R) on Feb. 1 released its National Foreclosure Report,
which provides data on completed U.S. foreclosures and the overall
foreclosure inventory.  According to CoreLogic, there were 56,000
completed foreclosures in the U.S. in December 2012, down from
71,000 in December 2011, a year-over-year decrease of 21 percent.
On a month-over-month basis, completed foreclosures fell from
58,000* in November 2012 to the current 56,000, a decrease of 3
percent.  As a basis of comparison, prior to the decline in the
housing market in 2007, completed foreclosures averaged 21,000 per
month between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.1 million completed foreclosures
across the country.

Approximately 1.2 million homes were in the national foreclosure
inventory as of December 2012 compared to 1.5 million in December
2011, a 19.5 percent year-over-year decrease.  Month over month,
the national foreclosure inventory was down 4.2 percent from
November 2012 to December 2012.  The foreclosure inventory is the
share of all mortgaged homes in any stage of the foreclosure
process.  The national foreclosure inventory as of December 2012
represented 3 percent of all homes with a mortgage.

"The most encouraging foreclosure trend reported here is that the
inventory of foreclosed properties is almost 20 percent smaller
than a year ago," said Mark Fleming, chief economist for
CoreLogic.  "This big improvement indicates we are working toward
resolving the backlog of the most distressed assets in the shadow
inventory."

"The rate of foreclosures continues to trend down, albeit at a
slower rate as we exit 2012," said Anand Nallathambi, president
and CEO of CoreLogic.  "This trend should continue into 2013 and
is another positive signal that the gradual healing process in the
housing market is gaining traction."

Highlights as of December 2012:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in December 2012 were:
California (100,000), Florida (98,000), Michigan (74,000), Texas
(57,000) and Georgia (49,000).  These five states account for
almost half of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in December 2012 were:
District of Columbia (89), Hawaii (421), North Dakota (521), Maine
(537) and West Virginia (645).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (10.1 percent),
New Jersey (7.0 percent), New York (5.1 percent), Nevada (4.7
percent) and Illinois (4.5 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.4 percent),
Alaska (0.6 percent), North Dakota (0.7 percent), Nebraska (0.8
percent) and Colorado (1.0 percent).

*November data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Table 1: Judicial Foreclosure States Foreclosure Ranking (Sorted
by Completed Foreclosures)

Table 2: Non-Judicial Foreclosure States Foreclosure Ranking
(Sorted by Completed Foreclosures)

Table 3: Foreclosure Data for Select Large Core Based Statistical
Areas (CBSAs) (Sorted by Completed Foreclosures)

Figure 1: Number of Mortgaged Homes per Completed Foreclosure
Judicial Foreclosure States vs. Non-Judicial Foreclosure States
(3-month moving average)

Figure 2: Foreclosure Inventory as of December 2012 Judicial
Foreclosure States vs. Non-Judicial Foreclosure States

Figure 3: Foreclosure Inventory by State Map

                           Methodology

The data in this report represent foreclosure activity reported
through December 2012.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan. Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are therefore excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

                        About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory, and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* U.S. Banks' Heavy 1Q Debt Issuance Bolsters Liquidity
-------------------------------------------------------
The largest U.S. banks have generally moved quickly to address
their 2013 funding objectives in January, issuing at least $25
billion in senior long-term debt this month, bolstering already
strong liquidity positions. Fitch Ratings views this as an
opportunistic response to the persistence of very low long-term
borrowing costs, even though scheduled debt maturities for the
five largest institutions are lower in aggregate by $130 billion
compared with 2012.

"Major U.S. banks generally have ramped up issuance in January to
take advantage of narrower bond spreads and still low all-in
borrowing costs for long-term debt. With Treasury yields backing
up in January (10-year yields now near 2%), we believe more banks
may be encouraged to tap the capital markets early in the year to
address 2013 maturities. In aggregate, the top five U.S. banks
face $152 billion in maturing long-term debt this year (down from
$282 billion in 2012)," Fitch says.

"We expect large U.S. banks to continue working down long-term
debt balances in 2013, though likely not at the pace seen in
previous years. In part this reflects the lower volume of
scheduled maturities this year after the last Temporary Liquidity
Guarantee Program (TLGP) maturities were addressed in 2012. In
addition, we believe major bank management teams regard their
liquidity positions as generally solid, with good coverage of
upcoming funding needs from cash and liquid assets on the balance
sheet. As of year-end 2012, we estimate that the five largest U.S.
banks' aggregate ratio of liquidity reserves to short-term debt
and 2013 maturities stood at an ample 466%.

"Another factor supporting issuance volumes is the desire by banks
to maintain large amounts of "bail-in" debt at the holding company
level in anticipation of the eventual implementation of Title 2 of
the Dodd-Frank Act, which will set guidelines for the Orderly
Liquidation Authority (OLA) in the event of a bank failure. The
question of how much bail-in debt should be held is still being
discussed by global regulators, and potential metrics have not
been determined. The aggregate ratio of total long-term debt to
total assets for the top five banks stood at about 13% as of
Dec. 31. The bulk of this debt is issued at the holding company
level.

"We estimate that year-to-date long-term debt issuance by the five
largest banks already accounts for approximately 16% of 2013 debt
maturities. The largest amount of January issuance has been
completed by JPM and Goldman Sachs, both of which have priced $8
billion of long-term debt so far this month. Among the top five
institutions, Bank of America faces the highest long-term debt
maturities, with $49 billion in current maturities (down from $97
billion in 2012). However, with $6 billion issued so far in 2013
and more than $370 billion in cash and highly liquid securities on
the balance sheet, Bank of America is well positioned from a
liquidity and funding perspective.

"As large bank bond spreads have tightened relative to comparably
rated corporates, all-in borrowing costs have dropped to levels
not seen since the financial crisis. New five-year issues this
month are generally pricing near 2.0%, lowering debt service costs
by replacing comparable maturing five-year obligations with
coupons averaging 5.25%, according to our estimates.

"Over the longer term, assuming some material increases in
interest rates, refinancing requirements for low-cost debt now
being issued could be a negative factor if borrowing rate
differentials flip meaningfully. However, large banks appear to
recognize this risk and have taken a cautious approach to the
laddering of future maturities. In addition, annual debt
maturities will likely remain at far lower levels than in prior
years as banks have generally worked down their balances of long-
term debt considerably since the crisis and have greatly reduced
reliance on short-term unsecured debt."


* Bailment Defeats Preference Claim by Trustee
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bailment saved a livestock broker from an $863,000
judgment for what otherwise looked like a common garden variety
preference.

According to the report, the case involved two livestock dealers.
The creditor delivered cattle to the company that was to become
bankrupt.  The debtor sold the cattle and was to pay over the
proceeds to the creditor.  Within 90 days of bankruptcy, the
payments amounted to $863,000.

The bankruptcy judge found no preference, and the trustee appealed
unsuccessfully to U.S. Magistrate Judge Frederick J. Kapala in
Chicago.  The creditor was saved because the principal for the
bankrupt testified that his company had no ownership rights in the
cattle.  Judge Kapala said that the arrangement therefore created
a bailment.

According to the report, the trustee argued that placing the funds
in the bankrupt's general account defeated the bailment and made
the proceeds property of the estate, thus eligible for serving as
basis for a preference claim.  Judge Kapala again disagreed.  The
judge cited cases for the proposition "commingling funds is
insufficient to defeat the existence of a bailment."  Because the
bankrupt had no equitable interest in the proceeds, there was no
basis for a preference, Judge Kapala ruled.

The case is Mississippi Valley Livestock, Inc. v. J & R Farms,
12-50341, U.S. District Court, Northern District of Illinois
(Chicago).


* BOND PRICING -- For The Week From Jan. 28 to Feb. 1, 2013
-----------------------------------------------------------

   Company             Coupon     Maturity   Bid Price
   -------             ------     --------   ---------
1ST BAP CHUR MEL        7.500   12/12/2014       5.000
AES EASTERN ENER        9.000     1/2/2017       1.750
AES EASTERN ENER        9.670     1/2/2029       4.125
AGY HOLDING COR        11.000   11/15/2014      51.046
AHERN RENTALS           9.250    8/15/2013      58.835
ALION SCIENCE          10.250     2/1/2015      49.875
AMBAC INC               6.150     2/7/2087      13.750
ATP OIL & GAS          11.875     5/1/2015       4.750
ATP OIL & GAS          11.875     5/1/2015       5.025
ATP OIL & GAS          11.875     5/1/2015       4.750
BUFFALO THUNDER         9.375   12/15/2014      33.500
BZH-CALL02/13           6.875    7/15/2015     101.000
CHAMPION ENTERPR        2.750    11/1/2037       1.000
DELTA AIR 1992B2       10.125    3/11/2015      30.000
DOWNEY FINANCIAL        6.500     7/1/2014      64.250
DYN-RSTN/DNKM PT        7.670    11/8/2016       4.500
EASTMAN KODAK CO        7.000     4/1/2017      12.900
EASTMAN KODAK CO        7.250   11/15/2013      13.750
EASTMAN KODAK CO        9.200     6/1/2021      15.000
EASTMAN KODAK CO        9.950     7/1/2018      13.000
EDISON MISSION          7.500    6/15/2013      48.035
ELEC DATA SYSTEM        3.875    7/15/2023      95.000
FAIRPOINT COMMUN       13.125     4/1/2018       1.000
FAIRPOINT COMMUN       13.125     4/1/2018       1.000
FAIRPOINT COMMUN       13.125     4/2/2018       1.000
FIBERTOWER CORP         9.000   11/15/2012       3.000
FIBERTOWER CORP         9.000     1/1/2016      28.000
GEOKINETICS HLDG        9.750   12/15/2014      55.250
GEOKINETICS HLDG        9.750   12/15/2014      55.125
GLB AVTN HLDG IN       14.000    8/15/2013      18.900
GLOBALSTAR INC          5.750     4/1/2028      61.938
GMX RESOURCES           4.500     5/1/2015      51.650
HAWKER BEECHCRAF        8.500     4/1/2015       6.000
HAWKER BEECHCRAF        8.875     4/1/2015      16.000
HORIZON LINES           6.000    4/15/2017      30.000
JAMES RIVER COAL        4.500    12/1/2015      41.125
JEHOVAH-JIREH           7.800    9/10/2015      10.000
LAS VEGAS MONO          5.500    7/15/2019      21.000
LBI MEDIA INC           8.500     8/1/2017      27.375
LEHMAN BROS HLDG        0.250   12/12/2013      21.375
LEHMAN BROS HLDG        0.250    1/26/2014      21.375
LEHMAN BROS HLDG        1.000   10/17/2013      21.375
LEHMAN BROS HLDG        1.000    3/29/2014      21.375
LEHMAN BROS HLDG        1.000    8/17/2014      21.375
LEHMAN BROS HLDG        1.000    8/17/2014      21.375
LEHMAN BROS HLDG        1.250     2/6/2014      21.375
MERRILL LYNCH           5.450     2/5/2013      99.900
MF GLOBAL LTD           9.000    6/20/2038      73.000
MOHEGAN GAMING          6.125    2/15/2013     100.100
ONCURE HOLDINGS        11.750    5/15/2017      47.500
OVERSEAS SHIPHLD        8.750    12/1/2013      36.770
PENSON WORLDWIDE       12.500    5/15/2017      41.500
PLATINUM ENERGY        14.250     3/1/2015      51.500
PLATINUM ENERGY        14.250     3/1/2015      66.200
PMI CAPITAL I           8.309     2/1/2027       0.125
PMI GROUP INC           6.000    9/15/2016      32.000
POWERWAVE TECH          1.875   11/15/2024       4.875
POWERWAVE TECH          1.875   11/15/2024       4.875
POWERWAVE TECH          3.875    10/1/2027       4.875
POWERWAVE TECH          3.875    10/1/2027       5.000
RADISYS CORP            2.750    2/15/2013     100.000
RESIDENTIAL CAP         6.875    6/30/2015      29.500
SCHOOL SPECIALTY        3.750   11/30/2026      37.500
TERRESTAR NETWOR        6.500    6/15/2014      10.000
TEXAS COMP/TCEH        10.250    11/1/2015      27.875
TEXAS COMP/TCEH        10.250    11/1/2015      28.000
TEXAS COMP/TCEH        10.250    11/1/2015      29.500
TEXAS COMP/TCEH        15.000     4/1/2021      38.600
TEXAS COMP/TCEH        15.000     4/1/2021      38.542
THQ INC                 5.000    8/15/2014      35.000
TL ACQUISITIONS        10.500    1/15/2015      35.000
TL ACQUISITIONS        10.500    1/15/2015      30.375
TOUSA INC               7.500    1/15/2015       0.001
TOUSA INC              10.375     7/1/2012       0.001
TRICO MARINE SER        8.125     2/1/2013       1.000
TRICO MARINE SER        8.125     2/1/2013       1.000
UAL 1991 TRUST         10.020    3/22/2014      11.250
USEC INC                3.000    10/1/2014      38.900
VERSO PAPER            11.375     8/1/2016      40.250
WCI COMMUNITIES         4.000     8/5/2023       0.375
WCI COMMUNITIES         4.000     8/5/2023       0.375
WESTERN EXPRESS        12.500    4/15/2015      63.000
WESTERN EXPRESS        12.500    4/15/2015      63.000



                            *********

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
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herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***