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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, February 5, 2013, Vol. 17, No. 35

                            Headlines

250 AZ: Section 341(a) Meeting Scheduled for Feb. 28
AFFINITY GAMING: Moody's Ups CFR to B1, Term Loan Rating to Ba2
ALLY FINANCIAL: U.S. Treasury Weighs Investment Exit
ALLY FINANCIAL: TARP Watchdog Wants Treasury to Develop Exit Plan
ALPHA PARTNERS: Section 341(a) Meeting Scheduled for Feb. 22

AMERICA WEST RESOURCES: Files for Chapter 11 in Reno
AMERICA WEST RESOURCES: Sec. 341(a) Creditors' Meeting on March 4
AMERICA WEST RESOURCES: Voluntary Chapter 11 Case Summary
AMERICAN AIRLINES: Duff & Phelps Get $1.16-Mil. for 6 Months Work
AMERICAN AIRLINES: Opposes McDaniel Bid for Subpoena

AMERICAN AIRLINES: Togut Segal Discloses New Rates
AMERICAN AIRLINES: Jobs Shrink 7.4% One Year After Bankruptcy
AMERICAN SUZUKI: RLM Finsbury OK'd as Communications Consultant
AMERICAN WEST: Debtor and Bank Say UST Derailing Case
AMPAL-AMERICAN: Bondholders to Lead Recovery Efforts on $20MM Loan

APPLE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
ARCAPITA BANK: Hopper Parties Oppose Tide's Lift Stay Motion
AXION INTERNATIONAL: Allen Kronstadt Hikes Equity Stake to 36.3%
B&H CARE: Voluntary Chapter 11 Case Summary
B&T OLSON: Cogdill Nichols to Lead Suit vs. Principals

B+H OCEAN: Court Confirms Second Amended Joint Plan
BASE HOLDINGS: Bankr. Court to Hear Dispute With Landlord
BELLWEST HOLDINGS: Wants Plan Filing Period Extended to Feb. 7
BIOLITEC INC: Section 341(a) Meeting Scheduled for Feb. 27
C & H LAND: Voluntary Chapter 11 Case Summary

CAESARS ENTERTAINMENT: Moody's Sees More Cash Flow Worries Ahead
CAPITOL INVESTMENTS: Shook Hardy Accused of Aiding $930M Scheme
CARL'S PATIO: Has Approval for Epiq as Claims Agent
CHEM RX: Trustee Urges 2nd Circ. To Consider Exec Fraud Suit
CHEROKEE SIMEON: Opposes Dismissal or Move to California

CHEYENNE HOTEL: Plan Confirmation Hearing Continued to March 25
CHRISTINE PERSAUD: Hiring of Troutman Sanders Affirmed
CHRYSLER LLC: 2nd Circ. Lets Daimler Off Hook in $4-Bil Feud
CHRYSLER GROUP: Moody's Hikes Corp. Family Rating to 'B1'
COGECO CABLE: Fitch Lowers Issuer Default Rating to 'BB+'

COLLEGE BOOK: Trustee Hikes Financing to $1.1 Million
COMMUNITY MEMORIAL: Bank Takes Over Lincoln Bridge Plaza
COMMUNITY TOWERS: Issue of Adequate Protection Stalls Cash Use
COUDERT BROTHERS: Claims Slashed in $9-Mil. Peabody Contract Row
CYPRESS OF TAMPA: Court Approves Jennis & Bowen as Counsel

CYPRESS OF TAMPA: Files Schedules of Assets and Liabilities
CYPRESS OF TAMPA: Hires Habif Arogeti as Accountant
DETROIT, MI: Decision on Takeover to Be Made in Weeks
DIRECT MARKETS: Discloses $1MM in Assets, $10.6MM in Debt
EASTMAN KODAK: Seeks Approval of Wind-Down Agreement

EASTMAN KODAK: Strikes Deal to Use Lens System Trademarks
EDISON MISSION: McDonald Hopkins Represents Camino Energy
EDISON MISSION: Employs McKinsey RTS as Restructuring Advisor
EDUCATION HOLDINGS: Court Approves GCG as Claims Agent
ELEETS LOGISTICS: Case Summary & 20 Largest Unsecured Creditors

ELPIDA MEMORY: Bondholders Fight Back vs. Patent Deal Approvals
EVERGREEN INTERNATIONAL: Moody's Lowers Corp. Family Rating to Ca
FLAT OUT CRAZY: HillStreet Opposition to Carve-Out Overruled
FLAT OUT CRAZY: Rejection of Closed Stores Not Retroactive
FLAT OUT CRAZY: Schedules Filing Deadline Extended to March 11

FLETCHER INTERNATIONAL: Abrams & Bayliss Tapped for ION Dispute
FOREST CITY: Moody's Affirms 'B3' Senior Unsecured Debt Rating
FTLL ROBOVAULT: Contemptuous Company Executive Held in Custody
GLOBAL ARENA: To Buy 66.67% Member Interest in MGA From Goldin
GMX RESOURCES: Plans to Pay March Notes Interest in Shares

GORDIAN MEDICAL: Seeks Plan Filing Exclusivity Until May 14
GRAND RIVER: Plan Trustee Says Closing Chapter 11 Case Premature
GREEN ENDEAVORS: Had $309,000 Net Loss in 1st Qtr. of 2012
GSC GROUP: R. Manzo, Capstone Blast U.S. Trustee
H&M OIL: Prospect Bids for Lift Stay Despite Trustee Takeover

HAMPTON CAPITAL: North Carolina Creditors Select NJ Lawyers
HAMPTON CAPITAL: Creditors Say Ronile Received Blatant Preference
HAMPTON ROADS: Incurs $5.6 Million Net Loss in Fourth Quarter
HAWAII OUTDOOR: Committee Retaining Tsugawa Biehl as Counsel
HAWAII OUTDOOR: Has Final Nod to Employ Wagner Choi as Counsel

HAWAII OUTDOOR: Files Schedules of Assets and Liabilities
HAWKER BEECHCRAFT: Hires ICF SH&E to Appraise Market Value
HAWKER BEECHCRAFT: KPMG LLP Approved as Due Diligence Advisor
HAWKER BEECHCRAFT: Formal Approval of Plan after Minor Changes
HD SUPPLY: Issues 1.3 Billion of 7.50% Senior Notes

HERCULES OFFSHORE: BlackRock Discloses 5.5% Equity Stake
HERITAGE EQUITY: Files Schedules of Assets and Liabilities
HERITAGE EQUITY: Files List of 5 Largest Unsecured Claims
HOSTESS BRANDS: CEO Says Stalking-Horse Bids Total $858 Million
HOSTESS BRANDS: Grupo Bimbo Urges Halt to Sara Lee Sale

HOVNANIAN ENTERPRISES: BlackRock Discloses 9.7% Equity Stake
INDIANAPOLIS DOWNS: Set to Confirm Plan and Sell to Centaur
INTELLIPHARMACEUTICS: Incurs $6.1-Mil. Net Loss in Fiscal 2012
INTERFAITH MEDICAL: Donlin Recano OK'd as Administrative Agent
INTERFAITH MEDICAL: Willkie Farr Approved as Bankruptcy Counsel

JEFFERSON COUNTY, AL: Creditors Push to Hike Sewer Rates
JESUS PADILLA: Arizona Judge Wants New Exit Plan for Cafe Owner
KEN & ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors
KOBRA PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
LA JOLLA: Provides Corporate Update at 2013 Word MoneyShow

LAND SECURITIES: Section 341(a) Meeting Scheduled for March 11
LDK SOLAR: China Development Bank Approves $69.8 Million Loan
LDK SOLAR: Fulai Investments Owns 11.3% Ordinary Shares
LEHMAN BROTHERS: Bankruptcy Advisers' Fees Top $2 Billion
LEHMAN BROTHERS: Calif. Court Nixes Schools' Bid to Recoup Losses

LEHMAN BROTHERS: LBI Resolves Avoidance Claims vs. ICAP
LEHMAN BROTHERS: Anderson Kill Represents Elliott, Essex
LEHMAN BROTHERS: Given Purported Exemption From Transfer Taxes
LEXARIA CORP: Incurs $251,500 Net Loss in Fiscal 2012
LIBERACE FOUNDATION: To Pay Up to $1,000 Per Critical Vendor

LIGHTHOUSE IMPORTS: Has Final Nod to Obtain $750,000 DIP Financing
LIGHTHOUSE IMPORTS: Approved to Pay Claims of Critical Vendors
LIGHTSQUARED INC: Feb. 6 Hearing on More Plan Exclusivity
LITTLE VALLEY: Case Summary & 5 Unsecured Creditors
LOCATION BASED TECHNOLOGIES: Further Amends Current Report

LODGENET INTERACTIVE: Keeps Leonard Street as Outside Counsel
LODGENET INTERACTIVE: Seeks to Pay $6.75MM to Critical Vendors
LODGENET INTERACTIVE: Citigroup Had 7.7% Stake as of Dec. 31
LODGENET INTERACTIVE: Seeks to Limit Trading to Preserve NOLs
LSP ENERGY: Seeks to Keep Control Over Chapter 11 Case

MALUHIA DEV'T: Hearing on Plan Disclosures Continued to Feb. 7
MARICOPA MANOR: Voluntary Chapter 11 Case Summary
MARKETING WORLDWIDE: CDM Capital Discloses 13% Equity Stake
MARKETING WORLDWIDE: Zenetek Discloses 13% Equity Stake
MCCLATCHY CO: Morgan Stanley Holds 9% of Class A Shares

MDU COMMUNICATIONS: Amends 2012 Annual Report to Add Part III
MEDICURE INC: Had C$493,000 Net Loss in Fiscal Q2 2013
MEDIA GENERAL: Reports $17.6 Million Net Income in Fourth Quarter
METRO FUEL: Ch. 11 Case Running on Fumes, Bank Says
METEX MFG: Caplin & Drysdale Approved as Committee's Counsel

METEX MFG: Lawrence Fitzpatrick OK'd as FCR's Legal Representative
METEX MFG: Young Conaway Approved as FCR Counsel
MF GLOBAL: U.K. Settlement Brings 82% for Foreign Customers
MICHAELS STORES: Amends Credit Agreement with Deutsche, et al.
MICROSEMI CORP: Moody's Affirms 'Ba2' Corp. Family Rating

MOMENTIVE SPECIALTY: Reports Preliminary Results of Tender Offer
MOUNTAIN NATIONAL: Incurs $39.2 Million Net Loss in 2011
NATIONAL HOLDINGS: Amends Current Report with SEC
NATIONAL HOLDINGS: Completes $8.8 Million Common Stock Offering
NATIONAL HOLDINGS: Amends Jan. 25 Disclosures Due to Typos

NATURAL PORK: Wants Plan Exclusivity Extended Until May 9
NAVISTAR INTERNATIONAL: BlackRock Owns 5.5% Equity Stake
NAZARETH LIVING: Fitch Affirms 'BB' Rating on $7.8MM Revenue Bonds
NCL CORP: Moody's Rates $300-Mil. Senior Notes Offering 'B3'
NEDAK ETHANOL: Sells All Assets, Commences Wind-Down Process

NESBITT PORTLAND: April 11 Hearing on Adequacy of Plan Outline
NESBITT PORTLAND: Agrees to Termination of Plan Exclusivity
NEW ENGLAND COMPOUNGDING: JPML to Mull Novel Bankruptcy Shift
NEW ENGLAND BUILDING: Committee Drops Bid for Chapter 11 Trustee
NEW ENGLAND BUILDING: Court Confirms Plan of Reorganization

NNN LENOX: U.S. Bank Says Receiver Should Retain Control
NORTHAMPTON GENERATING: Plan Exclusivity Expires May 14
OPTIMUMBANK HOLDINGS: Incurs $2.3-Mil. Net Loss in 4th Quarter
PARAMJEET MALHOTRA: Judge Won't Rethink FCA Ruling Over Kickbacks
PEREGRINE DEV'T: Court Confirms Consensual Plan of Reorganization

PILGRIM'S PRIDE: 5th Cir. Affirms Rejection of Growers' Claims
PMI GROUP: Deferred Compensation Termination Sought
PORTER BANCORP: Incurs $7 Million Net Loss in Fourth Quarter
POSITRON CORP: Files Executive Summary with SEC
POWERWAVE TECHNOLOGIES: Has Deal for Use of Cash Collateral

POWERWAVE TECHNOLOGIES: Wins Approval for KCC as Claims Agent
QUANTUM CORP: Incurs $8.1 Million Net Loss in Third Quarter
QUANTUM CORP: BlackRock Discloses 5.4% Equity Stake
RADIOSHACK CORP: Janus Capital No Longer Owns Shares
RADIOSHACK CORP: Completes Joint Venture with Cybermart

RAYMOND KELLEY: 'Abandon to' Means Convey Title, 8th Cir BAP Says
RESIDENTIAL CAPITAL: Walter Closes Part of Acquisition
RESIDENTIAL CAPITAL: Bankruptcy Court OKs $298M Fannie Mae Deal
RESIDENTIAL CAPITAL: Wins OK for Locke Lord as Litigation Counsel
RESIDENTIAL CAPITAL: Morrison & Forester Discloses New Rates

RESIDENTIAL CAPITAL: Assuming HP and DeVry Contracts
REEVES DEVELOPMENT: Has Final OK to Use IberiaBank Cash Collateral
REVSTONE INDUSTRIES: Chairman Takes Issue with Creditors' Counsel
RG STEEL: Creditors Scrap Plan to Tackle Renco Chief
RICHFIELD EQUITIES: Court Extends Plan Filing Period to May 16

RITE AID: Commences Debt Refinancing Transactions
ROSELAND VILLAGE: Feb. 20 Hearing on Adequacy of Plan Outline
ROTECH HEALTHCARE: Jefferies Lowers Equity Stake 4.3%
SABRE INC: Moody's Rates New $2.5 Billion First Lien Loan 'B1'
SCHOOL SPECIALTY: Continues to Press for Fast Auction

SCHOOL SPECIALTY: Judge OKs $50M DIP Despite Objections
SCHOOL SPECIALTY: Common Stock to be Delisted from Nasdaq
SCIENTIFIC GAMES: Moody's Reviews Ba3 CFR for Possible Downgrade
SEMCRUDE LP: Court Throws Out SPCP Suit Over Claim Purchase
SEVEN SEAS: Credit Facility Repricing No Impact on Moody's B2 CFR

SHUANEY IRREVOCABLE: Taps Litvak Beasley for Regions Bank Rift
SINCLAIR BROADCAST: BlackRock Reports 5.2% Equity Stake
SKINNY NUTRITIONAL: Two Additional Directors Resign from Board
SOUTHLAKES DAIRY: Court Denies Plea to Extend Plan Filing Period
SOUTHERN AIR: Byron's W. Murphy Okayed as Restructuring Chief

SOUTHERN AIR: Mesirow Okayed as Committee's Financial Advisor
SPANISH BROADCASTING: BlackRock Holds 5.2% Equity Stake
SPANISH BROADCASTING: EVP and General Counsel Resigns
SPRINT NEXTEL: BlackRock Discloses 5.2% Equity Stake
STOCKTON, CA: Can Pay Claim Opposed by Bond Insurers

SUPERMEDIA INC: Adopts 2013 Short Term and Long Term Plans
SYCAMORE NETWORKS: Dot-Com Darling Goes Private
T-L CONYERS LLC: Mall Operator Files Chapter 11 in Indiana
T-L CONYERS: Case Summary & 19 Largest Unsecured Creditors
TEXAS HILL: Ch. 11 Trustee Has Bankruptcy Case Dismissed

THQ INC: Hirings of Debtor, Committee Advisors Approved
THQ INC: Taps FTI Consulting as Financial Advisors
THQ INC: Five Members of Official Creditors Committee
THQ INC: Looks to Settle with Laid-Off Workers
TRAFALGAR POWER: 2nd Circ. Backs Algonquin's Stake in $11M Award

TRAINOR GLASS: Has Consent to Extend Cash Use Until April 12
TRAINOR GLASS: Asks for Plan Filing Extension Until March 11
TRANS ENERGY: Sells Shallow Well Assets for $2.75 Million
TRANS ENERGY: Turns Doman#1H and Doman#2H Into Sales Pipeline
TRIMEDYNE INC: Recurring Operating Losses Cue Going Concern Doubt

TRONOX INC: Hundreds of Pages of Post-Trial Papers Filed
UNIGENE LABORATORIES: Incurs $4.5-Mil. Net Loss in 3rd Quarter
USG CORP: BlackRock Discloses 5.9% Equity Stake
VALENCE TECHNOLOGY: MJ White Hiring Withdrawn
VERTIS HOLDINGS: Retention Plan Approval Sought

VISTEON UK: Court Consolidates Suits Over $550-Mil. Pensions
VISUALANT INC: Signs Add'l Agreements with Gemini & Ascendiant
VIVARO CORP: Sale to Telecom Joint Venture Confirmed by Court
VIVARO CORP: Distributor Returns Fire as Battle Heats Up
VS FOX: Wants Exclusive Solicitation Period Extended to May 16

WEST CORP: Reports $32.7 Million Net Income in Fourth Quarter
WESTINGHOUSE SOLAR: To Sell 75 Add'l Series C Preferred Shares
WEYERHAEUSER CO: Fitch Affirms 'BB+' IDR; Revised Outlook to Pos.
XO HOLDINGS: Icahn Fails to Dismiss Zheng Class Suit
YBA NINETEEN: Case Summary & 10 Unsecured Creditors

ZALE CORP: Portolan Management Discloses 2.6% Equity Stake

* Prepayment of Fees Doesn't Preclude Disgorgement
* Debt Ceiling & Energy Drops Pose Little Threat, Fitch Says
* Moody's $300MM Credit Estimate Threshold Takes Effect Feb. 1
* Moody's Says $311 Billion of Public Debt Downgraded in 2012
* Moody's Outlook on US TV Industry Remains Stable

* Chemical Producers to Stay Cautious in 2013, Says Moody's
* Bankruptcy Filings Decline in Calendar Year 2012
* Student Loan Defaults Are Multiples of Other Consumer Loans

* A Third of All Student Loan Debt Belongs to Subprime Borrowers
* Mortgage Delinquency Rates Show Improvement, LPS Report Shows
* Justice Department Said to Sue S&P Over 2008 Financial Crisis

* RBS Drops as U.S. Authorities Said to Ask for Libor Plea
* Government Scrutinizing Consultants Hired to Help Banks
* Lender Processing Reaches $120M Deal in "Robosigning" Probe

* Delaware Democrat Takes over Senate Bankruptcy Panel

* Large Companies With Insolvent Balance Sheets

                            *********

250 AZ: Section 341(a) Meeting Scheduled for Feb. 28
----------------------------------------------------
The U.S. Trustee will hold a meeting of creditors in the
bankruptcy case of 250 AZ on Feb. 28, 2013, 10:30 a.m. at U.S.
Trustee Meeting Room, James A. Walsh Court, 38 S Scott Ave, St
140, Tucson, AZ.

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 250 AZ

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

250 AZ filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) on Jan. 22, 2013.  The petition was signed by George
Hoxie as manager.  Judge Eileen W. Hollowell presides over the
case.  Breen Olson & Trenton, LLP, serves as the Debtor's counsel.
The Debtor has scheduled assets of 25.07 million and scheduled
liabilities of $70.75 million.


AFFINITY GAMING: Moody's Ups CFR to B1, Term Loan Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service raised Affinity Gaming's Corporate
Family Rating to B1 from B2. Moody's also raised the rating on the
company's super-priority revolver expiring 2017 to Ba1 from Ba2,
its term loan due 2017 to Ba2 from Ba3, and its 9% senior
unsecured notes due 2018 to B3 from Caa1. The rating outlook is
stable.

The upgrade of Affinity's Corporate Family Rating to B1 is based
on a combination of recent transactions and events that Moody's
believes will have a near-term and long-term positive impact on
Affinity's asset profile in terms of diversification, free cash
flow generation, and ability to maintain EBIT/interest expense
above 2.0 times and lower debt/EBITDA to near 4.0 times, the
levels Moody's previously cited as a requirement for an upgrade.

These transactions and events include the receipt of a Colorado
gaming license in November 2012, which gave the company full
operational control of its three casino properties in Black Hawk,
Colorado, and a debt refinancing that lowered the company's cost
of debt capital and provided for an excess cash flow sweep
mechanism that requires the company to use 50% of free cash flow
towards debt repayments. Also considered is the recent sale of
three of its Nevada casinos for about $17 million.

Ratings upgraded:

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1-PD from B3-PD

$35 million super-priority revolver expiring 2017 to Ba1 (LGD 1,
2%) from Ba2 (LGD 1, 2%)

$200 million term loan B due 2017 to Ba2 (LGD 2, 28%) from Ba3
(LGD 2, 28%)

$200 million 9% senior unsecured due 2018 to B3 (LGD 5, 80%) from
Caa1 (LGD 5, 80%)

Ratings Rationale:

Affinity's B1 Corporate Family Rating is constrained by the
company's relatively small size in terms of revenue compared to
larger, more diversified U.S. gaming operators. This exposes
Affinity to local, regional, and nationwide economic swings, and
make it more vulnerable to promotional activity and earnings
compression. Also considered is Moody's view that consumer
spending on gaming will continue to be pressured by weak overall
economic trends. Positive rating consideration is given to
Affinity's positive free cash flow profile, good liquidity, along
with the favorable impact on the company's earnings from expense
reduction activities.

Moody's expects that Affinity will generate EBITDA of between $80
million and $85 million in fiscal 2013 and free cash flow of about
$25 million. That will afford the company the opportunity to
reduce debt/EBITDA to about 4.5 times by the end of fiscal 2013,
from about 5.0 times for the latest 12-month period ended
September 30, 2012. Pro forma for the recent sale of three Nevada
casinos, reducing debt by approximately $95 million of excess cash
-- $150 million of unrestricted cash less $45 million of estimated
cage cash -- debt/EBITDA is about 3.8 times. Moody's expects
further debt reduction in fiscal 2014 bringing debt/EBITDA closer
to 4.0 times and net debt/EBITDA under 3.5 times.

The stable rating outlook considers Affinity's good liquidity
profile that, in addition to positive free cash flow, is
characterized by no near-term debt maturities and ability to
comfortably maintain compliance with its bank loan covenants. The
stable rating outlook anticipates that Affinity may use a portion
of its liquidity to pursue small strategic acquisitions to further
improve its overall diversification, asset profile, and increase
the size of the company in terms of EBITDA.

Ratings upside is limited at this time given the company'
relatively small size and Moody's expectation that liquidity may
be used for future acquisitions. A higher rating would require a
larger and more diversified asset base along with debt/EBITDA at
or below 4 times. A large debt financed acquisition could have
negative rating implications, particularly if Moody's believes the
acquisition increases the company's overall business risk profile,
delays the company's ability to reduce debt/EBITDA to closer to
4.0 times, and /or the company does not maintain its good
liquidity profile for any reason.

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

Affinity Gaming owns and operates casinos in Nevada, Missouri,
Iowa and Colorado. The company also provides consulting services
to Hotspur Casinos, Nevada, Inc., the operator of the Rampart
Casino at the J.W. Marriott Resort in Las Vegas for a fixed
monthly fee.


ALLY FINANCIAL: U.S. Treasury Weighs Investment Exit
----------------------------------------------------
Jeffrey Sparshott and Andrew R. Johnson, writing for The Wall
Street Journal, reported that the U.S. Treasury plans to start
winding down its investment in Ally Financial Inc. as the bailed-
out auto lender sells off international holdings and its mortgage
subsidiary moves forward in bankruptcy proceedings, moves that
could happen as soon as this year.

"As these two key initiatives are completed, Treasury will be able
to monetize its remaining investment through a sale of stock
[either through a public or private sale] or through further sale
of assets," Assistant Secretary for Financial Stability Timothy
Massad said in response to a critical report by the Special
Inspector General for the government bailout program known as the
Troubled Asset Relief Program, the WSJ report said.

WSJ added that the Treasury has been moving quickly to wrap up
financial-crisis era programs, selling off the last of its
American International Group Inc. stock last year, announcing
plans to exit General Motors Co. in the next 12 to 15 months and
steadily selling holdings in scores of smaller banks.

WSJ recalled that the U.S. government injected $17.2 billion into
Ally, the one-time lending arm of GM, as part of the government's
auto-industry rescue. Treasury, which has gotten $5.8 billion of
that back via interest, dividends and a stock repurchase, now owns
about 74% of Ally. Chrysler Group LLC, the third company in the
auto bailout, exited TARP in 2011, WSJ noted.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $182.48
billion in total assets, $163.71 billion in total liabilities and
$18.76 billion in total equity.


ALLY FINANCIAL: TARP Watchdog Wants Treasury to Develop Exit Plan
-----------------------------------------------------------------
Rick Rothacker, writing for Reuters, reported that the U.S.
Treasury needs to develop a concrete plan for exiting its 74
percent stake in auto lender Ally Financial Inc, the second-
largest remaining recipient of federal bailout dollars, an
internal watchdog said in a report released Wednesday.

The agency, however, must exercise "great care and coordination"
with the U.S. Federal Reserve in planning its exit to make sure
Ally maintains a viable presence as a lender to the U.S. auto
industry, said the watchdog, the special inspector general for the
U.S. government's bailout program, Reuters reported.

Reuters related that starting in 2008, the government pumped $17.2
billion into the Detroit-based lender, then known as GMAC, to keep
financing available to the auto industry, which was receiving its
own bailout.  Unlike General Motors (GM.N) and Chrysler FIA.M,
however, the Treasury didn't require GMAC to produce a plan for
dealing with its liabilities, particularly toxic subprime mortgage
loans that were piling up losses, the report said.

"Treasury missed an opportunity to address GMAC's mortgage issues,
thereby better protecting the taxpayers' investment and promoting
GMAC's financial stability," the report said, according to the
report.

In March 2011, Ally filed for an initial public stock offering
that would have allowed the Treasury to sell some of its stock,
but the plan was later shelved, Reuters related.  In May, Ally's
Residential Capital mortgage unit filed for bankruptcy, and the
lender launched a plan to sell international operations to speed
up taxpayer repayment.

Reuters said Ally still owes taxpayers $14.6 billion, according to
the inspector general.

Ally's exit, according to the report, is complicated by the fact
that it has failed Federal Reserve stress tests that determine if
large banks would maintain sufficient capital under severe
economic scenarios.  The next round of stress tests will be made
public in March, Reuters noted.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $182.48
billion in total assets, $163.71 billion in total liabilities and
$18.76 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


ALPHA PARTNERS: Section 341(a) Meeting Scheduled for Feb. 22
------------------------------------------------------------
The U.S. Trustee will hold a meeting of creditors in the
bankruptcy case of Alpha Partners, Ltd., on Feb. 22, 2013, at 9:15
a.m. at Dallas, Room 976.  Creditors have until May, 23 to submit
their proofs of claims.

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.

Alpha Partners, Ltd., filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-30266) on Jan. 21, 2013.  Judge Barbara J. Houser
presides over the case.  Curtis Castillo, P.C., serves as the
Debtor's counsel.  The Debtor estimated assets and debts between
$10 million and $50 million.


AMERICA WEST RESOURCES: Files for Chapter 11 in Reno
----------------------------------------------------
America West Resources, Inc., and three affiliates sought Chapter
11 protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. are
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm of CFCC Partners, LLC, as
financial advisor.

Denly Utah Coal LLC holds 39% of the shares of the Company.  John
Thomas Bridge owns 13%.  Alexander Walker owns 5%.

Based in Salt Lake City, Utah, America West is a domestic coal
producer engaged in the mining of clean and compliant (low-sulfur)
coal.  The majority of the Company's coal is sold to utility
companies for use in the generation of electricity.

The Company reported a net loss of $23.46 million in 2011,
compared with a net loss of $16.14 million in 2010.

America West last submitted filings with the Securities and
Exchange Commission in August 2012.  It reported a net loss of
$16.85 million on $8.10 million of total revenue for the six
months ended June 30, 2012, compared with a net loss of $10.35
million on $7.49 million of total revenue for the same period a
year ago.


AMERICA WEST RESOURCES: Sec. 341(a) Creditors' Meeting on March 4
-----------------------------------------------------------------
There's a meeting of creditors of America West Resources Inc. and
three affiliates on March 4, 2013 at 2:00 p.m.  The meeting will
be held at Young Bldg., Room 3087 in Reno Nevada.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

The last day to file proofs of claim is June 3, 2013.

                        About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.


America West Resources and three affiliates sought Chapter 11
protection (Banrk. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICA WEST RESOURCES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: America West Resources, Inc.
        50 W. Liberty Street, Suite 800
        Reno, NV 89501

Bankruptcy Case No.: 13-50201

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Hidden Splendor Resources, Inc.         13-50202
America West Marketing, Inc.            13-50203
America West Services, Inc.             13-50204
    aka Wildcat Loadout

Chapter 11 Petition Date: February 1, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtors' Counsel: Illyssa I. Fogel, Esq.
                  ILLYSSA I. FOGEL & ASSOCIATES
                  P.O. Box 437
                  25 N. US Highway 95 S.
                  McDermitt, NV 89421
                  Tel: (775) 532 8088
                  Fax: (775) 532 8099
                  E-mail: ifogel@iiflaw.com

Debtors'
Reorganization
Counsel:          FLASTER/GREENBERG P.C.

Debtors'
Financial
Advisor:          CFCC PARTNERS, LLC

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

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

The petitions were signed by John Chapman, chief restructuring
officer.


AMERICAN AIRLINES: Duff & Phelps Get $1.16-Mil. for 6 Months Work
-----------------------------------------------------------------
Duff & Phelps LLC, property tax consultant to AMR Corp., filed an
interim report disclosing the payment of $1,160,331 for the
services provided to the company and for the client charges the
firm incurred during the period August 1, 2012, to January 24,
2013.

As reported in the March 20, 2012 edition of the TCR, the Debtors
tapped Duff & Phelps as their property tax consultants, nunc pro
tunc to the Petition Date, pursuant to Sections 327(a) and 328(a)
of the Bankruptcy Code.

AMR has agreed to pay Duff & Phelps for the 2009-2011 tax years:

* A "fixed fee of $120,000 for property tax compliance and
  administrative services payable in semi-annual installments
  of $60,000 within 30 days of receipt of invoice."

* "For appeal and consulting services . . . a contingent fee of
  20% for the first $2 million of tax savings realized and 25%
  in excess of $2 million in tax savings realized and 30% in
  excess of $4 million in tax savings realized for a given
  calendar year."

* "The fee associated with the Tarrant County, Texas appeal and
  consulting work will not exceed $575,000 for a given tax
  year."

* "The total fee for appeal and consulting services shall not
  exceed $1,850,000 in a calendar year."

* "The fee for consulting services relative to a California
  settlement agreement and/or replacing California Revenue and
  Taxation Code Section 401.17 will be mutually determined when
  appropriate."

* $325 per hour "for audit support services," which will not
  include "responding to routine administrative inquiries" -- a
  task that "will be included in the fixed fee portion of the
  engagement."

* "Expenses for travel, research, courier services, attorney's
  fees and appraisal fees."

AMR has also agreed to pay the firm for the 2012-2014 tax years:

* A "fixed fee of $100,000 for property tax compliance and
  administrative services payable in semi-annual installments of
  $50,000 within 30 days of receipt of invoice."

* "For appeal and consulting services . . . a contingent fee of
  25% for the first $4 million of tax savings realized and 30%
  in excess of $4 million in tax savings realized for a given
  assessment year."

* "The fee associated with the Tarrant County, Texas appeal and
  consulting work will not exceed $625,000 for a given
  assessment year."

* "The total fee for appeal and consulting services shall not
  exceed $1,850,000 for a given assessment year."

* $325 per hour "for audit support services," which will not
  include "responding to routine administrative inquiries" -- a
  task that "will be included in the fixed fee portion of the
  engagement."

* "Expenses for travel, research, courier services, attorney's
  fees and appraisal fees."

                      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: Opposes McDaniel Bid for Subpoena
----------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to deny the
request from a certain Brian McDaniel to issue a subpoena against
the company.

Mr. McDaniel, in a November 19, 2012 letter to the bankruptcy
court, sought assistance in issuing a subpoena for an internal
audit reportedly conducted by Ernst and Young.  The audit covers
retiree flight privileges for former employees of Sabre Group.

AMR lawyer, Stephen Youngman, Esq., at Weil Gotshal & Manges LLP,
in New York, said the request should be denied because it seeks
issuance of a subpoena "in the absence of a case or controversy."

"McDaniel is not party to any adversary proceeding, contested
matter or other proceeding before this court," Mr. Youngman said
in court papers.

The request also makes a number of unsupported allegations in
connection with American's retiree travel privileges and the
entitlement of certain former SABRE Group employees to AA Retiree
Travel Privileges, according to the lawyer.

                         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: Togut Segal Discloses New Rates
--------------------------------------------------
Albert Togut, Esq., a senior member of Togut, Segal & Segal LLP,
in New York, disclosed in a supplemental declaration that his
firm has determined that effective January 1, 2013, the hourly
rates that it will charge to its clients will range from:

   -- $800 to $935 for partners (no change);
   -- $715 for counsel (no change);
   -- $225 to $705 for associates; and
   -- $160 to $295 for legal assistants and support staff.

Mr. Togut also disclosed that his firm was retained by Dewey &
LeBoeuf LLP as bankruptcy counsel.  Dewey was retained by the
Official Committee of Unsecured Creditors as special counsel in a
prepetition litigation that was commenced by the AMR Debtors
against third parties.  Dewey disclosed that it has a $564,341
prepetition claim against the AMR Debtors.  Mr. Togut said that
his firm has not been asked by the Committee to evaluate or take
any action regarding the claim asserted by Dewey against the AMR
Debtors, and it will not do so.  To the extent, if ever, the
Committee takes a position regarding that claim, the lead
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, will represent
the Committee.  Mr. Togut added that his firm will not represent
Dewey or its estate in any matter that is adverse to the AMR
Debtors or their estates.

As reported in the March 14, 2012 edition of the TCR, Judge Sean
Lane authorized the Official Committee of Unsecured Creditors in
AMR Corp.'s cases to retain Togut, Segal & Segal LLP as co-
counsel, nunc pro tunc to December 15, 2011.  The Committee said
Togut will render professional services on matters where Skadden
Arps may not be able to act as a result of an actual or potential
conflict of interest or that are more economically handled by the
Togut Firm.  The Togut Firm will perform bankruptcy-related
services that do not require the breadth and depth of Skadden but
that nonetheless need to be performed as part of a Chapter 11
case.  These bankruptcy projects include working on claims
objections and executory contract rejections.

                         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: Jobs Shrink 7.4% One Year After Bankruptcy
-------------------------------------------------------------
Terry Maxon (tmaxon@dallasnews.com), writing for The Dallas
Morning News, reported that the number of full-time equivalent
jobs at American Airlines Inc. shrank 7.4 percent, from 66,357 in
November 2011 to 61,457 in November 2012, after the carrier's
first year in bankruptcy.  The data is based on November 2012
employment numbers for U.S. airlines from the Bureau of
Transportation Statistics.

The report noted these other interesting notes:

   * FTE employment for all U.S. airlines excluding American
increased 1 percent, from 469,057 to 473,613, from November 2011
to November 2012.

   * American's share of the total airline employment dropped one
percentage point ? from 12.5 percent of the total in November 2011
to 11.5 percent last November.

   * American's share peaked in July 2001. Including its new
additions from Trans World Airlines, American employed 114,410
people, FTE. That was 16.6 percent of all U.S. airline employees.
Excluding the TWA employees, American's share of the pie was 14
percent.

The report noted that when American outlined potential job cuts
through the airline in February 2012, the potential layoffs
exceeded 14,000. That number has been whittled down through
contract negotiations and revised planning, and the final count
won't be known until all the dust settles, the report said. If
there's a merger with US Airways, the number of job cuts caused by
the bankruptcy filing becomes even more obscured, the report
noted.

The report noted that at American Eagle, the number of FTE
employees actually increased 4.5 percent between November 2011 and
November 2012, from 10,161 to 10,615. Most of that growth was in
part-time jobs, up 34.9 percent. Full-time jobs were up 1.2
percent.

                      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 SUZUKI: RLM Finsbury OK'd as Communications Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized American Suzuki Motor Corporation to employ RLM
Finsbury, LLC, as communications consultant.

RLM is expected to render consulting services on behalf of the
Debtor.

Patrick S. Gallagher, chief administration officer of RLM, tells
the Court that the hourly rates of the professionals most likely
to work on the matter are:

         Partners                          $675 - $1,000
         Principals                        $480 -   $575
         Senior Vice Presidents            $395 -   $475
         Vice Presidents                   $280 -   $375
         Senior Associates                 $250 -   $275
         Associates                        $180 -   $250
         Account Executives                $125 -   $175

To the best of the Debtor's knowledge, RLM does not hold or
represent any interest adverse to the Debtor or to the estate on
the matters for which its employment is proposed.

                      About American Suzuki

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

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

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

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

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

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


AMERICAN WEST: Debtor and Bank Say UST Derailing Case
-----------------------------------------------------
American West Development, Inc., and California Bank & Trust ask
the Bankruptcy Court to overrule the Acting U.S. Trustee's
objection to the Debtor's First Amended Plan of Reorganization.

The Debtor claims that the U.S. Trustee made conclusory
allegations and inapposite comparisons, and took statements
completely out of context.  According to the Debtor, the objection
has failed to acknowledge that the Debtor's First Amended Plan,
among other things: (i) received overwhelming creditor support;
(ii) was proposed as a good faith effort to reorganize its
financial affairs, preserve value and provide fair and equitable
treatment to creditors of the estate; and (iii) will establish the
construction defect trust as a well-funded mechanism to resolve
those claims.

CBT, on behalf of itself, and as administrative agent and as lead
arranger for the other lenders party to the Term Loan Credit
Agreement dated as of Dec. 31, 2009, supports confirmation of the
Plan.  CBT claims that that while it may be within the U.S.
Trustee's prerogative to be as active or inactive in a case as it
chooses to be, the U.S. Trustee must not be allowed to derail the
mega-case once again by failing to participate in the process
while motions are proposed, considered and granted.

                    U.S. Trustee Objection

As reported in the Troubled Company Reporter on Jan. 14, 2013,
August B. Landis, Acting U.S. Trustee for Region 17, conveyed
objections to confirmation of the First Amended Plan of
Reorganization.

The Court on Oct. 29, 2012, denied the confirmation of the
Debtor's initial plan of reorganization.  The Court also approved
the future claims representative motion and appointed James L.
Moore to serve in the capacity. The U.S. Trustee raised objections
to a prior iteration of the Plan, blocked the plan, and forced
American West to file a new version.  The original plan was
negotiated with secured lenders owed $177.5 million.

The U.S. Trustee also objects to the Debtors' new plan and wants
confirmation denied on these grounds:

   -- the Plan contemplates that the construction defect trust to
      be formed pursuant to the Plan will be funded, in part, by
      the Construction Defect Trust Contribution.  The Plan
      defines the "Construction Defect Trust Contribution to mean
      "a portion of the New Capital Contribution in the amount of
      either (i) $1,500,000, or (ii) $200,000 to be allocated;

   -- the Debtor states in its solicitation procedures motion that
      the Plan is substantially similar to the version of the plan
      for which confirmation was previously denied;

   -- the Plan was not proposed in good faith as the Debtor's
      selected future claims representative, Mr. Moore, has not
      discharged all of the duties and responsibilities imposed
      upon him by the future claims representative order.

                        First Amended Plan

Although the Debtor's initial Plan of Reorganization dated May 29,
2012, was overwhelmingly accepted by holders of claims in each of
the three impaired classes, the Bankruptcy Court denied approval
of the Plan based upon certain of the objections asserted by the
Office of the U.S. Trustee.

The Debtor drafted the current Plan in order to address certain
aspects of the Bankruptcy Court's ruling on the Initial Plan.

According to the Master Disclosure Statement that was approved at
the Dec. 11 hearing, the Amended Plan provides for a consensual
restructuring of the term loan owed to the secured lenders
pursuant to a prepetition Restructuring Lock-Up and Settlement
Letter Agreement approved by order of the Bankruptcy Court.  The
Restructuring Lock-Up and Settlement agreement was entered to
ensure the the support of the secured lenders.

The Plan also provides for Holders of Allowed General Unsecured
Claims (which exclude Home Owners Asserting Construction Defect
Claims and certain other claims) to share pro rata in a $1,500,000
cash pool up to the allowed principal amount of their Claim.
Importantly, the Plan provides that the secured lenders will waive
their General Unsecured Deficiency Claims in Class 3 if and only
if the Holders of General Unsecured Claims vote, as a Class, to
accept the Plan.

Liability for Allowed Class 4 Construction Defect Claims, if any,
will be channeled to the Construction Defect Trust, the corpus of
which will consist primarily of:

   i) cash in the amount of either (x) $1,500,000 (if at least 80%
      in number of the Holders of Construction Defect Claims
      actually vote to accept the Plan), a portion of which will
      initially be used to make any cash out payments, or (y)
      $500,000 (if less than 80% in number of the holders of
      construction defect claims actually vote to accept the Plan
      and the cash out election is therefore not available);

  ii) potential claims against insurance proceeds; and

iii) other causes of action contributed by Debtor and certain of
      its affiliates.

                       Plan for Home Owners

According to a separately filed disclosure statement prepared
specifically for persons or entities who assert claims against
American West based on their ownership of a home built by American
West, the two primary grounds upon which the Bankruptcy Court
denied confirmation of the Initial Plan were: (i) inadequate
disclosure of (x) self-insured retention amounts under Debtor's
insurance policies, and (y) the terms of the Construction Defect
Trust; and (ii) injunctions, exculpations and releases of non-
debtor parties contained in Article XII of the initial plan that
the Bankruptcy Court found to be impermissible under current Ninth
Circuit law.

The Debtor drafted the current Plan in order to address these two
primary aspects of the Bankruptcy Court's ruling on the Initial
Plan.  In addition, the Debtor modified the injunction,
exculpation and release provisions contained in Article XII of the
Plan.

The Disclosure Statement provides that the Plan will be funded by
a New Capital Contribution -- a cash infusion of $10,000,000 that
will be made by the DIP Lender or its assignee(s), each of which
is an existing affiliate.  The DIP Lender will receive a 100%
direct ownership interest in Reorganized Debtor in return for the
New Capital Contribution.  The DIP Lender agreed to provide
financing to Debtor in advance of Plan confirmation.  A portion of
the New Capital Contribution will be made via forgiveness of the
financing.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMPAL-AMERICAN: Bondholders to Lead Recovery Efforts on $20MM Loan
------------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that a committee of
bondholders who have gone unpaid by Ampal American Israel Corp.
received the power to lead collection efforts on a $20 million
loan the company made to an affiliate to construct a sugarcane
ethanol-producing plant in Colombia.

                       About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012, to restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Lawyers at Bryan Cave LLP, in New York, serve as
counsel to the Debtor.


APPLE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Apple Enterprises, Inc.
          dba Apple Visual Graphics
        13-08 43rd Avenue
        Long Island City, NY 11101

Bankruptcy Case No.: 13-40596

Chapter 11 Petition Date: January 31, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  MCBREEN & KOPKO
                  500 North Broadway, Suite 129
                  Jericho, NY 11753
                  Tel: (516) 364-1095
                  Fax: (516) 364-0612
                  E-mail: kreynolds@mklawnyc.com

Scheduled Assets: $420,285

Scheduled Liabilities: $1,403,720

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-40596.pdf

The petition was signed by Howard N. Sturm, president.


ARCAPITA BANK: Hopper Parties Oppose Tide's Lift Stay Motion
------------------------------------------------------------
Minority shareholders of debtor Falcon Gas Storage Company, Inc.,
filed with the Bankruptcy Court on Feb. 1, 2013, a post-hearing
brief in opposition to Tide Natural Gas Storage I, LP  and Tide
Natural Gas Storage II, LP's brief on subordination issues and
Tide's lift stay motion.

The minority shareholders, identifying themselves as the Hopper
Parties, submitted these arguments:

   1. The Hopper Parties' claims are not subject to mandatory
      subordination under Section 510(b) of the Bankruptcy Code.

   2. The automatic stay should not be lifted for any other
      purpose other than to determine whether Tide has a claim in
      the case, and if so, what the amount of that claim should
      be.

   3. The Bankruptcy Court would be better positioned to determine
      whether the escrowed money is property of the estate, or
      whether a constructive trust should be applied.

The Hopper Parties consist of John M. Hopper, Edmund A. Knolle,
Jeffery H. Foutch, Keith L. Chandler, The Estate of Steven B.
Toon, deceased, Thomas B. Wynne, Jr., Steven Jenkins, Tamara
Jenkins, Dianne G.  Foutch, Lesli Paige Leonard, Sally H. Hopper,
Ellecia A. Knolle, Michelle P. Foutch, Deborah J. Toon, Rachel Ann
Chandler, Daniel Leonard,  and Alexander Cocke Trust,

The Debtors and Falcon responded to Tide's brief on subordination
issues citing, among others, that title and subordination issues
are independent of the issues pending in the District Court
Action, and that Tide's claims should be subordinated below all
equity interests in both Falcon and Arcapita Bank.

As reported in the TCR on Jan. 28, 2013, Tide filed a brief on
subordination issues in further support of its motion to lift the
automatic stay and in opposition to Falcon's motion (Dkt. No. 11
in Adv. No. 12-1662), a copy of which is available at:

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

A copy of post-hearing brief of the Hopper Properties is available
at http://bankrupt.com/misc/arcapita.doc819.pdf

A copy of Arcapita Bank and Falcon's response to Tide's brief on
subordination issues is available at:

           http://bankrupt.com/misc/arcapita.doc820.pdf

                        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.


AXION INTERNATIONAL: Allen Kronstadt Hikes Equity Stake to 36.3%
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Allen Kronstadt disclosed that, as of
Jan. 28, 2013, he beneficially owns 15,839,389 shares of common
stock of Axion International Holdings Inc. representing 36.3% of
the shares outstanding.  Mr. Kronstadt previously reported
benefical ownership of 13,756,053 common shares or 33.1% equity
stake as of Jan. 4, 2013.

On Jan. 28, 2013, Mr. Kronstadt purchased Notes in the original
principal amount of $416,667 which is initially convertible into
1,041,668 shares of Common Stock, and an associated warrant to
purchase 1,041,668 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 Mr. Kronstadt to
purchase that Note and associated warrant was $416,667 in cash.

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

                        http://is.gd/P891Lq

                      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.


B&H CARE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: B&H Care Centers, L.L.C.
        P.O. Box 312
        Luling, TX 78648

Bankruptcy Case No.: 13-10166

Chapter 11 Petition Date: January 31, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Ron Satija, Esq.
                  HALL ATTORNEYS, P.C.
                  701 Brazos Street, Suite 500
                  Austin, TX 78701
                  Tel: (512) 551-3041
                  Fax: (512) 692-2833
                  E-mail: rsatija@hallattorneys.com

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

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

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

The petition was signed by Evelyn Hanson, managing member.


B&T OLSON: Cogdill Nichols to Lead Suit vs. Principals
------------------------------------------------------
B & T Olson Family LLC, asks the U.S. Bankruptcy Court for the
Western District of Washington for permission to employ Cogdill
Nichols Rein Wartelle Andrews Vail as special counsel.

Cogdill Nichols' services would include legal advice and
representation with respect to certain counterclaims to be
asserted by the Debtor in a federal lawsuit commenced by Opus Bank
against the Debtor's principals, Brett and Tina Olson.

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

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC owns certain
commercial real properties in Snohomish and Island County,
Washington, commonly known as the Resilience Fitness Building, the
Team Fitness Building, the Downtown/Port Susan Building, and
Camano Commons Building G.

The Company filed for Chapter 11 protection (Bankr. W.D. Wash.
Case No. 12-14352) on April 26, 2012, in Seattle on April 26,
2012.  B&T Olson disclosed $18.3 million in assets and $17.5
million in assets in its schedules.  The Debtor owns six
properties in Lake Stevens, Stanwood, and Camano Island,
Washington.  Four properties worth $16 million secure $12 million
of debt to Opus Bank.  Brett T.  Olson and Christina L. Olson own
the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
in Seattle, Wash., serve as the Debtor's counsel.

Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis
Clark Martin & Peterson P.S., in Seattle, Washington, represent
Opus Bank as counsel.  Michael C. Oiffer, at KeyBank Law Group, in
Tacoma, Washington, represents KeyBank National Association as
counsel.


B+H OCEAN: Court Confirms Second Amended Joint Plan
---------------------------------------------------
B+H Ocean Carriers Ltd., et al., on Friday won Bankruptcy Court
approval of their Second Amended Joint Plan of Reorganization
dated Dec. 17, 2012.  The Court also approved plan modifications
filed Jan. 24.

Approval of the Plan constitutes:

     (a) the approval of settlements with Macquarie, Scotiabank
         and the so-called Hudner Released Parties;

     (b) the waiver or subordination of certain claims asserted
         by Macquarie, Scotiabank and the Hudner Released Parties;

     (c) the establishment of a Third Party Release Fund;

     (d) the vesting of assets in the Reorganized Debtors;

     (d) the appointment of Buchwald Capital Advisors LLC as
         the Plan Administrator;

     (h) the appointment of the Steering Committee; and

     (i) the establishment of certain reserves required under
         the Plan.

The Debtors' officers and directors will resign as of the Plan
effective date.

The Schedule of Claims of the Hudner Released Parties to be deemed
waived and released on the Plan effective date:

     Debtors              Hudner Released Parties         Amount
     -------              -----------------------         ------
OBO Holdings Ltd.         Centennial Transmarine Inc      $9,649
                          Northampton Assurance Ltd.      $2,915
BHOBO One Ltd.            Centennial Transmarine Inc     $30,099
BHOBO Two Ltd.            Centennial Transmarine Inc     $22,132
BHOBO Three Ltd.          Centennial Transmarine Inc     $27,469
RMJ OBO Shipping Ltd      Centennial Transmarine Inc     $34,176
Product Transport Corp.   B+H Management Ltd            $710,734
Sakonnet Shipping Ltd     Centennial Transmarine Inc     $12,493

Bloomberg News reported that, with one vessel already sold, the
Chapter 11 plan calls for selling the remainder and distributing
the proceeds first to secured creditors, taking settlements into
consideration.  Assuming creditors consent to settlement and waive
the right to file lawsuits, the accompanying disclosure materials
say that about $2.4 million might be distributed to unsecured
creditors.  Depending on the company against which a creditor has
a claim, the recovery on an unsecured claim is estimated to range
from a low of less than 5% to full payment.

A copy of the Debtors' Second Amended Plan is available at:

                        http://is.gd/AodRmn

                     About B+H Ocean Carriers

B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of
four product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.

B+H Ocean Carriers and its subsidiaries filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 12-12356) on May 30, 2012.
The Debtors disclosed assets of US$4.52 million and liabilities of
$46.09 million as of the Chapter 11 filing.

John H. Hall, Jr., Esq., at Pryor & Mandelup, L.L.P., in New York,
originally represented the Debtors as bankruptcy counsel.  They
were later replaced by Nicholas F. Kajon, Esq., John D. Demmy,
Esq., and Constantine D. Pourakis, Esq., at Stevens & Lee, P.C.

Counsel for the Creditors' Committee is Benjamin Blaustein, Esq.,
at Kelley Drye & Warren, LLP.  Counsel for Macquarie Bank and
Macquarie US is David Neier, Esq., at Winston & Strawn, LLP.  The
Bank of Nova Scotia Asia Limited is represented by Neil Quartaro,
Esq., at Watson, Farley & Williams (New York), LLP.


BASE HOLDINGS: Bankr. Court to Hear Dispute With Landlord
---------------------------------------------------------
Chief District Judge Sidney A. Fitzwater in Dallas, Texas.,
declined the request of Robert Yaquinto, Jr., the chapter 7
trustee for Base Holdings, LLC, to withdraw the reference of the
adversary proceeding commenced by Center Operating Company LP,
contending that the bankruptcy court lacks Article III power to
adjudicate Base's state-law counterclaims.

The Chapter 7 trustee argued that, pursuant the Supreme Court's
June 23, 2011 ruling in Stern v. Marshall, ___ U.S. ___, 131 S.Ct.
2594 (2011), the bankruptcy judge lacks constitutional authority
to render a final judgment on Base's counterclaims.

The bankruptcy judge recommends that the court deny the motion on
the grounds that Base's counterclaims will necessarily be resolved
in allowing or disallowing Center's proof of claim, and that Base
consented to final adjudication of the adversary proceeding by the
bankruptcy court.

After Base filed for chapter 11 protection, Center initiated the
adversary proceeding seeking a declaratory judgment pertinent to
the calculation of rent and to the parties' rights, status, and
legal relations under a lease for premises on which Base had
operated a restaurant.  Center also filed a proof of claim seeking
nearly $1.6 million for amounts allegedly due under the lease.

Base answered and counterclaimed, asserting state-law claims for
fraud, negligent misrepresentation, and breach of the lease.  It
sought $2.8 million in actual damages.  Base's bankruptcy was soon
converted to a chapter 7 case, the Trustee was appointed, and the
Trustee became the defendant-counterplaintiff in the adversary
proceeding.

The Chapter 7 Trustee seeks damages in excess of $2 million for
construction improvements that Base incurred as a direct result of
Center's fraudulent inducement.  Center seeks $1.5 million for
rent under the Lease.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge Fitzwater in Dallas ruled that a bankruptcy
court has final adjudicatory power even if a counterclaim exceeds
the claim in amount.

After the parties briefed and argued a motion for summary
judgment, the trustee sought to remove the suit from bankruptcy
court on the authority of Stern v. Marshall, a Supreme Court
decision holding that bankruptcy judges can't make final rulings
in some types of state law disputes.  The bankruptcy judge
recommended that the suit remain in bankruptcy court because the
counterclaim would be resolved entirely in the process of ruling
on the validity and amount of the claim.

According to the Bloomberg report, in district court, the trustee
contended that Stern kicked in because the amount of the
counterclaim was more than the claim itself.  Judge Fitzwater
disagreed, holding that a larger counterclaim does not dislodge
power from the bankruptcy court. He followed an opinion to the
same effect last year from the U.S. Court of Appeals in
Cincinnati.  Judge Fitzwater also held that the trustee waived the
right to file a motion for removal, because he waited until after
the summary judgment motion was argued.

The case before District Court is, CENTER OPERATING COMPANY, L.P.,
Plaintiff-counterdefendant, v. BASE HOLDINGS, LLC, Defendant-
counterplaintiff, Civil Action No. 3:11-CV-3531-D, Bank. Ct. No.
09-34269-SGJ, Adv. No. 09-03256 (N.D. Texas).  A copy of the
Court's Jan. 30, 2013 Memorandum Opinion and Order is available at
http://is.gd/DMpv77from Leagle.com.

Center Operating Company LP operates the American Airlines Center,
a sports and special events complex near downtown Dallas, Texas,
where the Dallas Mavericks NBA basketball team and the Dallas
Stars NHL hockey team each play.  The Arena anchors a larger
development in Dallas known as Victory Park.

Base Holdings LLC was launched by entrepreneur Gilbert Aranza.  It
was a franchisee of the well-known restaurant corporation Brinker
International, and was the operator of a Chili's Bar & Grill
restaurant at the southwest corner of the American Airlines
Center.  The restaurant, however, operated for a mere nine months,
starting in late 2008, before voluntarily seeking Chapter 11
bankruptcy relief, and then ultimately (and abruptly) closing.

Base filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas
Case No. 09-34269) on July 6, 2009.  Davor Rukavina, Esq., at
Munsch, Hardt, Kopf & Harr, served as the Debtor's counsel.  The
Company listed $1 million to $10 million in both assets and debts.
Base moved to convert its Chapter 11 reorganization case to a
Chapter 7 liquidation case, soon after the bankruptcy case and the
adversary proceeding were filed.  Robert Yaquinto was appointed
the Chapter 7 Trustee.

Base was initially formed to develop a restaurant business
(utilizing the Chili's concept, where possible) on military bases,
and it even had contracts with the United States Navy and United
States Army at one time.  Apparently, any and all military
contract rights and opportunities were transferred to a different
entity, shortly before the bankruptcy filing.


BELLWEST HOLDINGS: Wants Plan Filing Period Extended to Feb. 7
--------------------------------------------------------------
Bellwest Holdings, LLC, asks the Bankruptcy Court to extend its
exclusive period to file a plan for an additional 30 days from
Jan. 8, 2013, to Feb. 7, 2013.  The Debtor believes the extension
requested will not prejudice the interest of any creditor or other
party-in-interest and will enable Debtor to pursue its objective
of a consensual plan of reorganization.

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of $10
million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BIOLITEC INC: Section 341(a) Meeting Scheduled for Feb. 27
----------------------------------------------------------
The U.S. Trustee will hold a meeting of creditors in the
bankruptcy case of Biolitec Inc. on Feb. 27, 2013, at 09:00 a.m.
at Suite 1401, One Newark Center.

Creditors have until May 28, 2013, to submit their proofs of
claims.

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 Biolitec Inc.

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

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  Lowenstein Sandler, LLP, serves as the Debtor's counsel.
The Debtor estimated assets and debts of $10 million to $50
million.


C & H LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: C & H Land Company, LLC
        6053 Chase Road
        Dearborn, MI 48126

Bankruptcy Case No.: 13-41914

Chapter 11 Petition Date: February 1, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Fordson Consumer Center, Inc.           13-41916
  Assets: $50,001 to $100,000
  Debts: $1,000,001 to $10,000,000
Hadi Group Distributors, Inc.           13-41917
  Assets: $50,001 to $100,000
  Debts: $1,000,001 to $10,000,000
Hadi Petroleum Transporter, LLC         13-41919
  Assets: $50,001 to $100,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Hussein Hadi, principal.

The Companies did not file their list of creditors together with
their petitions.


CAESARS ENTERTAINMENT: Moody's Sees More Cash Flow Worries Ahead
----------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of Caesars Entertainment Corporation to SGL-3 from SGL-2,
reflecting declining revolver availability and Moody's concerns
that Caesars' earnings and cash flow will remain under pressure
causing the company's negative cash flow to worsen. Caesars'
liquidity profile is adequate. Caesars has a Caa1 Corporate Family
Rating and negative rating outlook.

Ratings Rationale:

The downgrade in Caesars' Speculative Grade Liquidity rating to
SGL-3 reflects the expiration of the company's $377 million
revolving credit facility (undrawn at September 30, 2012) in less
than one year -- on January 28, 2014. The expiration of this
revolver commitment would leave Caesars with approximately $31
million of revolver commitment that expires in January 2017. The
lack of significant revolver commitment is of particular concern
given the company's negative free cash position that will reduce
the company's cash position, which Moody's estimates to be between
$2.3 billion and $2.5 billion at the end of 2012 (which includes
about $300 million of restricted cash for development projects).

Caesars' adequate liquidity profile is also reflected by future
cash flow plus unrestricted cash balances that are sufficient to
enable the company to meet its near term obligations for interest,
capital spending and debt maturities that Moody's estimates to be
in aggregate approximately $2.8 billion in 2013. The company's
operating subsidiary, CEOC, is the only entity subject to a net
senior debt/EBITDA covenant. Moody's expects the company will
maintain thin headroom under this covenant over the next twelve
months.

Moody's notes that pursuant to the terms of the bank agreement,
the company is allowed to cure covenant defaults via equity
issuance. Additionally, the company's debt instruments do not
significantly limit its ability to move cash if necessary to
manage covenant compliance. Given that the company's assets are
fully encumbered, the company cannot quickly sell assets to raise
alternate liquidity.

Ratings Changed:

Speculative Grade Liquidity, to SGL-3 from SGL-2

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, CEOC, owns or manages approximately 50 casinos. The
company generates consolidated revenues of about $9 billion
annually.

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



CAPITOL INVESTMENTS: Shook Hardy Accused of Aiding $930M Scheme
---------------------------------------------------------------
Nathan Hale of BankruptcyLaw360 reported that the The bankruptcy
trustee for imprisoned Ponzi schemer and ex-University of Miami
booster Nevin Shapiro's former company has sued Shapiro's
childhood friend Marc Levinson and his firm Shook Hardy & Bacon
LLP, alleging they helped Shapiro keep his $930 million scheme
alive.

In a suit removed to Florida federal court earlier this month,
Joel L. Tabas, the trustee for Shapiro's former company Capitol
Investments USA Inc., accuses Levinson and Shook Hardy of not only
failing to stop the fraud, but also advising Shapiro to pursue
additional loans, the report said.

                     About Capitol Investments

Bradley Associates Limited Partnership, South Beach Chicago, LLC,
South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor
Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla.
Case No. 09-36408) against Capitol Investments USA, Inc., on
Nov. 30, 2009.  The Court appointed Joel L. Tabas as the trustee
on Dec. 16, 2009, and entered an order for relief on Dec. 30,
2009.

A federal grand jury indicted Nevin Shapiro, the former owner and
Chief Executive Officer of Capitol Investments USA, for allegedly
overseeing a $930 million Ponzi scheme linked to the Debtors'
purported wholesale grocery distribution business.  Mr. Shapiro,
42, is serving a 20-year prison sentence.


CARL'S PATIO: Has Approval for Epiq as Claims Agent
---------------------------------------------------
Carl's Patio, Inc., and its affiliates sought and obtained Court
approval to hire Epiq Bankruptcy Solutions LLC as claims and
noticing agent to assume full responsibility for the distribution
of notices and maintenance, processing and docketing of proofs of
claim in the Chapter 11 cases.

As reported in the Jan. 23, 2013 edition of the TCR, the Debtors
have not yet filed their schedules of assets and liabilities but
anticipate that there will be in excess of 200 entities to be
noticed.  The Debtors reviewed engagement proposals from two other
claims agents to ensure a competitive process.

Epiq will charge the Debtor at rates comparable to those charged
by other providers of similar services:

   Position                                Discounted Rate
   --------                                ---------------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant            $100 to $140
Senior Consultant                           $160 to $195

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.

                        About Carl's Patio

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

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

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


CHEM RX: Trustee Urges 2nd Circ. To Consider Exec Fraud Suit
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the trustee of
bankrupt pharmacy Chem Rx Corp. urged the Second Circuit to revive
its suit accusing former executives of raking in $106 million
through fraudulent transfers connected to a 2007 leveraged buyout
and leaving the company floundering in debt it could never repay.

AP Services LLP, as trustee of the Chem Rx litigation trust, said
in a brief before the Second Circuit that a lower court had erred
in dismissing the suit, the report said.

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CHEROKEE SIMEON: Opposes Dismissal or Move to California
--------------------------------------------------------
Cherokee Simeon Venture I, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to deny the motion of lender EFG-Campus
Bay, LLC, to dismiss its case or alternatively, transfer the venue
to the Northern District of California.

The secured lender had claimed in court filings that dismissal is
warranted because the Debotr sought court protection in bad faith.

According to the Debtor, neither dismissal nor venue change is
warranted in the case because the Debtor has a good-faith basis
for the case; the lender is adequately protected as the case
proceeds; and the lender is merely attempting to thwart any
challenge by the Debtors of amounts due under the loan documents.

The Debtor also asserts that that Delaware and not California is
the proper venue for the action the lender, because the Debtor and
all creditor are entities formed under the laws of the state of
Delaware.

Cherokee Simeon Venture, I, LLC, is an AstraZeneca Plc affiliate
that owns a contaminated former acid-factory site in Richmond,
California.  Cherokee Simeon sought Chapter 11 protection (Bankr.
D. Del. Case No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon
disclosed $33,600,000 in assets and $17,954,851 in debts in its
schedules.  Rafael Xavier Zahralddin-Aravena, Esq., at Elliott
Greenleaf represents the Debtor.


CHEYENNE HOTEL: Plan Confirmation Hearing Continued to March 25
---------------------------------------------------------------
The hearing to consider confirmation of Cheyenne Hotel
Investments, LLC's Amended Chapter 11 Plan has been continued to
March 25, 2013, at 9:00 a.m.

On Nov. 2, 2012, the Bankruptcy Court approved the disclosure
statement explaining the Amended Plan dated July 13, 2012, as
amended on Oct. 24, 2012.

The Debtor's Plan is facing objections from Wells Fargo.

Wells Fargo said the Debtor's Plan fails to meet the Bankruptcy
Code's "fair and equitable" standard and cannot "cram down" Wells
Fargo's claim.  According to Wells Fargo, the Debtor's Plan
proposes to extend the term of Wells Fargo's loan for two years,
but fails to provide it with sufficient deferred cash payments to
cover the present value of its secured claim, fails to cure pre-
petition monetary defaults, and strips it of default interest that
it is contractually entitled to receive under its loan documents.

On the other hand, Wells Fargo says its proposed Chapter 11 Plan
would pay all of the Debtor's creditors in full and assure the
Debtor's viability as a going concern.

                  Objection to Wells Fargo's Plan

Wells Fargo has filed an alternative plan for the Debtor and, as
expected, the Debtor is objecting to that plan.

The Debtor objects to confirmation of Wells Fargo's Plan on these
arguments:

  -- Wells Fargo has not filed a Disclosure Statement in support
     of its Plan.

  -- The treatment accorded to equity holders under the Wells
     Fargo Plan is not fair and equitable, because the Debtor has
     equity in its assets, after payment or satisfaction of all of
     its creditors.

  -- The Wells Fargo Plan is not confirmable, inter alia, because
     it does not meet the requirements of 11 U.S.C. 1129 Section
     (a) (1), (3), and (7).

  -- Wells Fargo has refused to disclose the facts underpinning
     its apparent conclusion that the amount of the Wells Fargo
     claim exceeds the value of the Debtor's property.

                 About Cheyenne Hotel Investments

Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq.,
represents the Debtor as counsel.

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.


CHRISTINE PERSAUD: Hiring of Troutman Sanders Affirmed
------------------------------------------------------
District Judge John Gleeson affirmed a March 5, 2012 order by the
United States Bankruptcy Court (Stong, J.) authorizing the
retention of Troutman Sanders, LLP as general and bankruptcy
counsel for John S. Pereira, the Chapter 7 Trustee for the Estate
of Debtor Christine Persaud.  Abraham Klein, who purports to be
one of Ms. Persaud's creditors in the bankruptcy case, objected to
the retention of Troutman on grounds that Troutman represented him
in connection with a proposed land deal in China in 2008 and, as a
result of this prior engagement, gained access to confidential
information that can be used in pursuing claims against him in the
Chapter 7 proceeding.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge John Gleeson ruled that an inadequate
disclosure of potential conflicts under Bankruptcy Rule 2014 does
not lead to automatic disqualification of service as a
professional in a bankruptcy case.

Although disclosure under Rule 2014 is mandatory, Judge Gleeson
ruled that failure to comply with the rule does not result in
mandatory disqualification.  He said that a bankruptcy judge has
discretion on the question of whether the shortcoming requires
disqualification.

A copy of the Court's Jan. 30, 2013 Order is available at
http://is.gd/MlBhEGfrom Leagle.com.

                     About Christine Persaud

Christine Persaud filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 10-44815) on May 26, 2010.  The case was converted to one
under Chapter 7 on April 8, 2011, and John Pereira was appointed
Chapter 7 Trustee on April 13, 2011.

The Chapter 7 Trustee initially sought authorization to employ the
law firm Pereira & Sinisi, LLP to assist in the administration of
the Estate.  However, on account of the "complex factual and legal
issues involved," the Trustee determined that it was "in the best
interests of the estate to retain a firm that not only can act as
bankruptcy counsel, but also has the capacity and expertise to
provide services in the areas of litigation, corporate, regulatory
and tax."  Accordingly, the Trustee moved to permit Troutman to be
appointed as substitute counsel in lieu of Pereira & Sinisi.

John P. Campo, Esq., and Lee W. Stremba, Esq., at Troutman Sanders
LLP, represent the Chapter 7 Trustee.


CHRYSLER LLC: 2nd Circ. Lets Daimler Off Hook in $4-Bil Feud
------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that the Second
Circuit unanimously affirmed the dismissal of $4 billion in
damages claims the Chrysler Corp. bankruptcy estate's liquidation
trust brought against Daimler AG and its affiliates over their
spinoff of the beleaguered carmaker, according to Daimler's
attorneys.

A trust for Chrysler bankruptcy creditors in September asked the
appeals court to revive a lawsuit alleging German automaker
Daimler rigged a deal to spin off Chrysler, costing the struggling
car company as much as $4.7 billion, the report related.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand
vehicles and products.  Headquartered in Auburn Hills, Michigan,
Chrysler Group LLC's product lineup features some of the world's
most recognizable vehicles, including the Chrysler 300, Jeep
Wrangler and Ram Truck.  Fiat will contribute world-class
technology, platforms and powertrains for small- and medium-sized
cars, allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly
known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.  Fiat acquired a 20% equity interest in Chrysler Group as
part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's
Liquidating Plan.  That Plan was declared effective April 30,
2010.  The Debtor changed its corporate name to Old CarCo
following the sale.


CHRYSLER GROUP: Moody's Hikes Corp. Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service upgraded the ratings of Chrysler Group
LLC. Ratings raised are: Corporate Family Rating to B1 from B2;
Probability of Default Rating to B1-PD from B2-PD; 1st lien
secured credit facilities to Ba1 from Ba2; and 2nd lien secured
notes to B1 from B2. The company's Speculative Grade Liquidity
rating is affirmed at SGL-2 and the rating outlook is stable.

Ratings Rationale:

The upgrade reflects Moody's expectation that Chrysler will be
able to sustain the progress it has made during the past 18 months
in strengthening its competitive position in North America. This
progress is evidenced by the company's ability to: successfully
achieve the key operational and financial objectives it
established upon emerging from bankruptcy; improve the
competitiveness and renewal rate of its domestic vehicle
portfolio; grow market share; maintain a healthy liquidity
position; and capitalize on the strategic relationship with Fiat.
In addition, Chrysler benefits from its currently heavy
concentration in the growing North American auto market, and its
very modest exposure to the highly challenged European region.
Chrysler's resulting credit metrics for the twelve months through
September 2012 provide ample support for the B1 CFR, and include:
EBITA margin -- 4.3%; EBITA/interest -- 1.6x; debt/EBITDA -- 3.7x;
and free cash flow - $2.5 billion (all measures reflect Moody's
standard adjustments).

Notwithstanding this progress, Chrysler continues to face a number
of challenges. Although improving, the competitiveness of its
portfolio lags that of peers in terms of profitability, age, and
consumer appeal under third-party vehicle quality rankings.
Consequently, Chrysler's most important intermediate-term
initiative will remain the aggressive investments in renewing and
upgrading its product portfolio. The company will also look to
bolster its longer-term prospects by expanding its presence in
markets outside of the US, particularly with its Jeep brand. Over
the near-term these initiatives could constrain the pace of
improvement in return measures and free cash generation.
Importantly, Chrysler's guidance for 2013 anticipates that free
cash generation will exceed $1 billion. This compares with an
unadjusted, company-reported free cash generation of more than $2
billion during 2012.

An additional challenge Chrysler faces is the pressure on Fiat
(Ba3 CFR/negative outlook) resulting from the severe downturn and
chronic overcapacity of the auto sector in Europe. Fiat owns 58.5%
of Chrysler and will attempt to increase its ownership to 100%
over time. The success of the Chrysler/Fiat alliance is critical
to the long-term viability of both companies, and hinges upon
effective joint product development, platform sharing, cross-
marketing of vehicles outside of home markets, and procurement and
manufacturing synergies. However, Fiat's operating position is
highly stressed with 2012 free cash flow (excluding Chrysler) of
negative $3.4 billion. The company's performance will remain under
pressure during 2013 as Moody's expects industry-wide vehicle
sales in Europe to fall by about 5%, after having declined by 8%
during 2012. The pressure on Fiat's operating performance and
credit quality are an important constraint to Chrysler's rating.

The stable outlook reflects Moody's view that Chrysler can sustain
the financial and competitive position it has achieved, despite
the continuing pressure faced by Fiat. This position will be
supported by the continued recovery in North American vehicle
demand, and Moody's expectation that the momentum of the product
renewal program will be sustained through 2014.

Critical support for Chrysler's rating level comes from the
company's solid liquidity position that includes $11.6 billion in
cash, $1.3 billion in availability under a committed credit
facility, and approximately $1 billion in free cash generating
capacity expected during 2013. Debt maturities during the coming
twelve months approximate $0.5 billion.

Chrysler's rating could come under pressure if the company's
product renewal program stalls due to flawed execution or poor
consumer acceptance. An additional source of pressure on
Chrysler's rating could flow from Fiat. If Fiat's operating
performance continues to erode and the company is unsuccessful in
addressing its sizable negative cash generation by 2014,
Chrysler's ability to sustain its competitive position could be
compromised. Credit metric levels at Chrysler that might signal
pressure on its rating include EBITA margin of 3.5% and
EBITA/interest below 1.5x for a sustained period.

There could be upward movement on the rating over the long term if
Fiat demonstrates progress in addressing its challenges in Europe,
and Chrysler continues to successfully implement its portfolio
revitalization plan. Metrics that could support consideration for
a higher rating include an ability to maintain an EBITA margin of
5%, EBITA/interest above 2x, and free cash flow that approaches $2
billion.

The principal methodology used in this rating was the Global
Automobile Manufacture Industry Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


COGECO CABLE: Fitch Lowers Issuer Default Rating to 'BB+'
---------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) for
Cogeco Cable Inc. to 'BB+' from 'BBB-'. The long-term rating for
the secured notes are affirmed at 'BBB-'. Fitch has removed Cogeco
from Rating Watch Negative.

The Rating Outlook is Stable.

Fitch has downgraded Cogeco's IDR due to the further deterioration
in the company's credit profile resulting from closing its more
recent debt financed acquisition. Consequently, debt has increased
pro forma for the acquisitions to 3.6 times (x) excluding the non-
guaranteed debt at Atlantic Broadband (ABB). Cogeco's leverage at
the November 2012 closing of the ABB acquisition was 2.7x, an
increase from 1.8x. The long-term leverage expectations for Cogeco
ratings at the 'BBB-' level was leverage of approximately 2.5x or
less. Fitch does not expect Cogeco will reduce leverage back to
this range within the next 12-15 months although leverage should
reduce going forward due to both cash flow growth and debt
repayment but remain above 3x at year-end 2013.

The 'BB+' ratings reflect Cogeco Cable's stable operating profile
and the strength of the Canadian operations that generate the
majority of the company's revenue and cash flow. Fitch believes
that the Canadian operations are well supported by Cogeco Cable's
competitive position anchored by its high speed internet and
triple play offering. The cable systems are also clustered in less
concentrated and generally less competitive suburban regions.

The PEER 1 Network Enterprises Inc. (PEER 1) acquisition offers a
diversified faster growing revenue stream although it has some
elevated execution risk as Cogeco pursues growth and investment
opportunities outside of their traditional cable footprint. PEER
1's core business of managed services and web hosting is highly
and increasingly competitive. PEER 1 focuses on delivering quality
service and support to differentiate from competition that is
mainly from managed and dedicated cloud providers along with local
and regional operators. PEER 1 has a relatively large SMB customer
base with no customer representing more than 5% of revenues.

Fitch does not expect PEER 1 operations to contribute meaningful
free cash flow during the next several years given the higher
capital intensity rates and need to further scale the operations.
Thus PEER 1 could require additional working capital to support
ongoing operations and expansion. LTM EBITDA and capital spending
were both approximately CAD40 million.

Cogeco's strategic shift in pursuing its last two acquisitions is
a result of the maturing of cable services and the competitive
intensity that has lowered growth prospects for the cable
operations. The competitive intensity in Canada is expected to
increase with additional IPTV footprint expansion through fiber-
to-the-home overbuilds in a material portion of Cogeco's regions.
This will increase the pressure on primary service unit additions
which have been decreasing due to factors mentioned above along
with economic uncertainty and the tightening of credit controls.
Fitch believes Cogeco also needs to upgrade technology supporting
its video offering to better match capabilities with the telco's
IPTV video service.

Cogeco should be able to mitigate revenue pressure through rate
increases and SMB primary service unit additions which will become
an increasingly important offset. In addition, the enterprise
services segment provides a growing diversified revenue stream
with good margins. Cogeco's capital spending intensity has been
elevated relative to its peers due to success-based spending
within this segment.

Cogeco used a material portion of its liquidity position to close
the ABB acquisition. Cogeco's main sources of liquidity are
through its credit facilities, cash position, and free cash flow
(FCF). As of Nov. 30, 2012, Cogeco Cable had drawn down CAD584
million on its CAD750 million credit facility due 2017 and had
CAD9 million of cash. In connection with the PEER 1 closing,
Cogeco entered into new acquisition facilities. This includes a
four year CAD250 million secured revolving credit facility and a
four year approximately CAD equivalent $400 million secured term
loan as a portion of the draw was in US dollars.

Going forward, Fitch expects Cogeco will restore at least a
portion of its liquidity position using FCF to pay down the
revolver over the next couple of years. Free cash flow (FCF) for
the fiscal year 2012 was CAD42 million after dividend payment.
Cogeco's current FCF guidance (excluding PEER 1) after dividend
payment for FY2013 is in excess of CAD100 million.

Cogeco's conservative financial policies also support its current
ratings. The company does not have an active share program.
Additionally the most recent dividend increase of 4% is lower than
in the past reflecting in part the increased leverage resulting
from the acquisition.

Importantly, Fitch believes the new ABB subsidiary should be in a
self-funding position. This is supported by ABB's current cash
generation, a substantial tax shield related to net operating
losses, a competitive environment with limited triple play
competition and the expected growth from increasing
underpenetrated services. ABB will increase success-based capital
spending which should improve its competitive position relative to
satellite operators which is the primary competitor in
approximately three quarters of its markets.

SENSITIVITY/RATING DRIVERS

Negative: Future developments that may, individually or
collectively, lead to negative rating include:

-- Cogeco Cable leverage stays in the mid 3.5x range reflecting
    lack of cash flow growth and debt reduction;

-- An additional material leveraging transaction;

-- Greater than expected IPTV competition in Cogeco Cable
    territory that adversely affects operating trends;

-- Negative operating trends in the Atlantic Broadband operations
    that requires Cogeco Cable to infuse additional funding;

-- Large debt-financed acquisition;

-- Reduced free cash flow prospects.

Positive: Future developments that may, individually or
collectively, lead to positive rating include:

-- Cogeco Cable leverage improves to less than 2.5x due to strong
    cash growth and debt reduction;

-- Good operating trends across its three business segments;

-- Pre-dividend FCF to sales of greater than 10%;

-- Financial policy to maintain leverage below 2.5x.


COLLEGE BOOK: Trustee Hikes Financing to $1.1 Million
-----------------------------------------------------
Robert H. Waldschmidt, Chapter 11 Trustee for College Book Rental,
LLC, and CBR Funding, LLC, asks the Bankruptcy Court to modify its
Nov. 5, 2012 order to permit the increase in the maximum amount
available under the financing commitment from $1 million to
$1.1 million.

The Debtor's projections indicate that the Debtor will have cash
needs which will require aggregate advances in excess of
$1 million.

All other terms under the financing order will remain unchanged.

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.  Howell & Fisher, PLLC, represents the Chapter 11
Trustee as counsel.  William L. Norton, III, Esq., represents the
Chapter 11 Trustee as special counsel.  Camille Fowler is the
accounting consultant for the estate.


COMMUNITY MEMORIAL: Bank Takes Over Lincoln Bridge Plaza
--------------------------------------------------------
The Hon. Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan granted Citizens National Bank of
Cheboygan relief from the automatic stay in the Chapter 11 case of
Community Memorial Hospital, doing business as, Cheboygan Memorial
Hospital.  Citizens National is authorized to take possession of
the real property located at 724 S. Main Street, Cheboygan,
Michigan, commonly known as the Lincoln Bridge Plaza, and the Bank
may proceed with its state law remedies with respect to the
property.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

The Plan of Liquidation provides, inter alia, for the
establishment of a liquidating trust.  The proposed Liquidating
Trust Agreement was filed with the Court on Aug. 17, 2012.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditor's Committee as counsel.


COMMUNITY TOWERS: Issue of Adequate Protection Stalls Cash Use
--------------------------------------------------------------
At the Jan. 9, 2013, hearing on the second motion of Community
Towers I, LLC, et al., for authority to use cash collateral on
CIBC Inc. reiterated its objection to the use of its cash
collateral.

CIBC Inc., the holder of a first deed of trust on the Debtors' two
building office complex in San Jose, California, known as the
Community Towers, objects to the Debtors' use of cash collateral
to pay allowed fees of the Debtors' professionals, and to the
updated appraisal by Donn Byrne of Colliers International, which
indicated that the Debtors' real property has a value of
$44,000,000 as of Oct. 1, 2012.

CIBC asserted in its objection that as of Dec. 26, 2012, its claim
would be about $44 million and that the Debtors have clearly not
met their burden of showing that CIBC is adequately protected if
adequate protection determines whether they can use CIBC's cash
collateral to pay their professional fees.

The Court ruled on Jan. 25, 2013, that the record is not
sufficiently developed for it to be able to determine whether CIBC
is adequately protected or not, and ordered the Debtors, after
consulting with CIBC, to contact the Courtroom Deputy to schedule
a status conference for this motion, at which time the Court will
schedule an evidentiary hearing on the issue of adequate
protection.  The Court said it will not receive evidence at the
status conference.

                     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.

Attorneys at Murray & Murray, A Professional Corp., at Cupertino,
Calif., serve as the Debtors' counsel.  Eric Mogensen, Esq., at
Miller, Morton, Caillat and Nevis, in San Jose, Calif., is the
Debtors' corporate, real estate and transaction counsel.

ACM Capital Partners, LLC, serves as financial advisors to the
Debtors.


COUDERT BROTHERS: Claims Slashed in $9-Mil. Peabody Contract Row
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a New York federal
judge tossed breach of contract claims from a suit brought by
defunct law firm Coudert Brothers LLP seeking $9 million from
Peabody Energy Corp. for lobbying work, but said so-called quasi-
contract claims should go to trial.

U.S. District Judge Paul A. Engelmayer ruled that a disputed 1997
engagement agreement between Coudert and Peabody covered tax
matters before the Internal Revenue Source and in federal court
venues, not lobbying before Congress, the report said.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CYPRESS OF TAMPA: Court Approves Jennis & Bowen as Counsel
----------------------------------------------------------
The Cypress of Tampa LLC obtained Bankruptcy Court approval to
employ the law firm of Jennis & Bowen, P.L., as counsel.

The firm's Chad Bowen and Suzy Tate would assume primary
responsibility as lead bankruptcy counsel.

J&B's current hourly rates range from $100 to $150 for paralegals
to $200 to $400 for attorneys.

J&B attests it has no connection with the Debtor, its creditors,
any other party in interest, their respective attorneys and
accountants, the United States Trustee, or any person employed in
the Office of the United States Trustee.  J&B is a "disinterested"
party and does not hold nor represent any interest adverse to the
Debtor's estate.

The Cypress of Tampa LLC and The Cypress of Tampa II LLC filed
voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case No. 12-17518
and 12-17520) on Nov. 20, 2012.  The Cypress of Tampa LLC said it
is a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B).  The Debtor scheduled $23,185,648 in total assets and
$24,172,594 in total liabilities.  Judge K. Rodney May oversees
the cases.


CYPRESS OF TAMPA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Cypress of Tampa LLC filed with the Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $22,201,872
  B. Personal Property               $983,775
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,201,872
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,970,721
                                  -----------     -----------
        TOTAL                     $23,185,648     $24,172,594

The Cypress of Tampa LLC and The Cypress of Tampa II LLC filed
voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case No. 12-17518
and 12-17520) on Nov. 20, 2012.  The Cypress of Tampa LLC said it
is a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B).  Judge K. Rodney May oversees the cases.  Jennis &
Bowen, P.L., serves as the Debtors' counsel.


CYPRESS OF TAMPA: Hires Habif Arogeti as Accountant
---------------------------------------------------
Cypress of Tampa LLC and The Cypress of Tampa II LLC ask the U.S.
Bankruptcy Court for permission to employ Habif, Arogeti & Wynne,
LLP, to provide accounting services.

The firm will, among other things:

   a. prepare the limited liability company federal, state, and
      local income tax returns with supporting schedules;

   b. prepare any bookkeeping entries necessary in connection with
      preparation of the income tax returns; and

   c. prepare and post any adjusting entries.

The tasks will be completed by Alan M. Vaughn and other employees
at HA&W.  All work done on Debtors' behalf will be under Vaughn's
supervision and direction.  Mr. Vaughn is HA&W's Chief Operating
Officer and co-chair of HA&W's tax practice.  Mr. Vaughn is a CPA
with a BBA degree from Auburn University.

In addition, HA&W also occasionally provides advisory services to
the Debtors regarding, among other things, the Debtors' financial
statements and Debtors' preparation thereof.

The current hourly standard rates at HA&W are:

   Professional            Rates
   ------------            -----
   Partner              $380 to $480
   Manager              $220 to $340
   Senior               $160 to $240
   Staff                $100 to $140

Fees in the Chapter 11 case are anticipated to be approximately
$3,400 plus expenses.

The Debtors propose to pay HA&W the full amount of their fees and
expenses upon completion of their services.

Alan M. Vaughn attests that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

A hearing on the Debtors' request is set for Feb. 21, 2013.

The Cypress of Tampa LLC and The Cypress of Tampa II LLC filed
voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case No. 12-17518
and 12-17520) on Nov. 20, 2012.  The Cypress of Tampa LLC
disclosed it is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B).  The Debtor scheduled $23,185,648 in total assets
and $24,172,594 in total liabilities.  Judge K. Rodney May
oversees the cases.  Jennis & Bowen, P.L., serves as the Debtors'
counsel.


DETROIT, MI: Decision on Takeover to Be Made in Weeks
-----------------------------------------------------
Ben Klayman, writing for Reuters, reported that Michigan Governor
Rick Snyder said on Jan. 30 that a review process on Detroit and a
decision on whether the city's shaky financial condition warrants
a state-appointed manager could be completed in as soon as three
weeks.  The Republican governor said he expects to receive a
report from a review team he appointed on Dec. 18 in two to four
weeks and that his analysis of the report would take another one
to two weeks, the report added.

"My reputation is not one to be sitting on things versus making
decisions," Snyder told reporters at a General Motors Co event at
its global powertrain engineering headquarters, according to
Reuters.

The report, according to Reuters, could recommend an emergency
financial manager who would control Detroit's checkbook and who
could decide to take the city to U.S. bankruptcy court unless the
state blocks the move. A Chapter 9 municipal bankruptcy filing for
Detroit would be the biggest ever in the United States, Reuters
noted.

The city has been operating under a consent agreement since April
2012 that gave the state some oversight; however, the slow pace of
reforms led Snyder to launch a new review of Detroit's finances in
December, the report added.  The city of about 700,000 has been
battered by a steep population decline, years of severe budget
deficits and escalating employee costs.

Reuters recalled that Snyder on Jan. 10 asked the review team,
which has a 60-day deadline to complete its work, to take into
consideration recent actions by a majority of the nine-member
Detroit City Council to approve reform and restructuring-related
measures.


DIRECT MARKETS: Discloses $1MM in Assets, $10.6MM in Debt
---------------------------------------------------------
Direct Market Holdings, along with its affiliates Rodman and
Renshaw LLC and Direct Markets Inc, filed Chapter 7 petitions
(Bankr. S.D.N.Y. Lead Case No. 13-10089) on Jan. 11, 2013.

The company disclosed total assets of $1 million and liabilities
of $10.6 million as of Jan. 9, according to Reuters.

Reuters recounted that in September, Rodman and Renshaw informed
the Financial Industry Regulatory Authority that it was no longer
in compliance with regulatory capital rules and would cease
conducting its securities business.

Direct Markets was previously Rodman and Renshaw Capital Group
Inc, a small investment bank, Reuters related.  It changed its
name in May to focus on developing financial technology
applications and operating the DirectMarkets platform.

Former broker Penson Worldwide Inc, once a securities clearing
broker that has since divested most of its operations, also filed
for Chapter 11 bankruptcy on Friday, the report added.

Penson said it was unable to successfully streamline is business
after asset sales and was also dogged by questions from the
Securities and Exchange Commission about its accounting and a
class action lawsuit by shareholders, Reuters said.

New York City-based Direct Markets Holdings Corp. (NASDAQ: MKTS)
is a full-service investment bank dedicated to providing corporate
finance, strategic advisory and related services to public and
private companies across multiple sectors and regions.  Direct
Markets Holdings Corp. is a holding company with a number of
direct and indirect subsidiaries, including Direct Markets, Inc.,
and Rodman & Renshaw, LLC.


EASTMAN KODAK: Seeks Approval of Wind-Down Agreement
----------------------------------------------------
BankruptcyData reported that Eastman Kodak filed with the U.S.
Bankruptcy Court a motion for approval of a wind-down agreement by
and among Eastman Kodak Company, Imaging Financial Services and
General Electric Corporation.  Under the agreement, among other
things, a $5.86 volume shortfall for 2013/2013 will be waived by
IFS and GE, and a $2.8 million volume shortfall for 2011 will be
allowed as a general unsecured claim against Eastman Kodak.  The
Court scheduled a Feb. 20 hearing on the matter.

The report added that, separately, the Company also filed a motion
for approval of a settlement with Primax Electronics related to
the stoppage of a master supply agreement of inkjet printer
products between the parties.  Under the settlement Primax
Electronics will pay Kodak $2.5 million.  The transferred Primax
Electronics claim and the Polaris Electronics general unsecured
claim will be allowed in full as general unsecured, non-priority
claims against Eastman Kodak.

                        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.


EASTMAN KODAK: Strikes Deal to Use Lens System Trademarks
---------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Eastman Kodak
Co. scored a deal with German optical manufacturer Jos. Schneider
Optical Works Ltd. that will allow the bankrupt photography
company to continue using its digital camera lens system
trademarks.

The settlement also puts to rest six claims brought by Schneider
following Kodak's January 2012 Chapter 11 filing seeking payment
and damages connected to a trademark licensing agreement, the
report said.  The agreement, signed in January 2008, allowed Kodak
to use certain licenses owned by Schneider related to the
marketing, promotion and sale of digital camera, the report added.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: McDonald Hopkins Represents Camino Energy
---------------------------------------------------------
The U.S. Bankruptcy Court authorized Edison Mission Energy, et
al., to employ McDonald Hopkins LLC as counsel to debtor Camino
Energy Company and as conflicts counsel to the Debtors, effective
as of the Petition Date.

In addition to rendering professional services to the Debtors for
certain discrete matters that pose actual or potential conflicts
to Kirkland & Ellis LLP or to the Debtors' other counsel, the
Debtors have requested that McDonald Hopkins render these general
legal services to Camino:

  (a) advising Camino with respect to its powers and duties as
      debtor in possession in the continued management and
      operation of its business and properties;

  (b) attending meetings and negotiating with representatives of
      creditors and other parties in interest;

  (c) taking necessary action to protect and preserve Camino's
      estate, including prosecuting actions on Camino's behalf,
      defending any action commenced against Camino and
      representing Camino's interests in negotiations concerning
      litigation in which Camino is involved, including objections
      to claims filed against Camino's estate;

  (d) preparing motions, applications, answers, orders, appeals,
      reports and papers necessary to the administration of
      Camino's estates;

  (e) taking any necessary action on behalf of Camino to obtain
      approval of a disclosure statement and confirmation of one
      or more chapter 11 plans;

  (f) representing Camino in connection with obtaining
      postpetition financing;

  (g) advising Camino in connection with any potential sale of
      assets;

  (h) appearing before the Court, any appellate courts and the
      United States Trustee, and protecting the interests of
      Camino's estate before those Courts and the United States
      Trustee;

  (i) consulting with Camino regarding tax matters; and

  (j) performing other necessary legal services and providing
      other necessary legal advice to Camino in connection with
      its chapter 11 case, including (i) analyzing Camino's leases
      and executory contracts and the assumption, rejection or
      assignment thereof, (ii) analyzing the validity of liens
      against Camino's interests in property, and (iii) advising
      Camino on corporate, litigation, employment, intellectual
      property, governmental investigatory,
      regulatory, and environmental matters.

McDonald Hopkins' hourly rates, subject to periodic firm-wide
adjustment in the ordinary course of McDonald Hopkins' practice,
are $315 to $690 for members, $330 to $650 for counsel, $200 to
$380 for associates, $155 to $255 for paraprofessionals, and $40
to $140 for law clerks.

To the best of the Debtors' knowledge, McDonald Hopkins is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the Debtors'
estates.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.


EDISON MISSION: Employs McKinsey RTS as Restructuring Advisor
-------------------------------------------------------------
The Bankruptcy Court authorized Edison Mission Energy, et al., to
employ McKinsey Recovery & Transformations Services U.S., LLC, as
as restructuring advisor, nunc pro tunc to the Petition Date.

Edison Mission Energy is retaining McKinsey RTS (Contact: Jared D.
Yerian) as restructuring advisor for a $700,000 retainer and the
following hourly rates: practice leader at $750 to $985, executive
vice president at $75 to $750, senior vice president at $545 to
$675, vice president at $450 to $545, senior associate at $400 to
$450, associate at $295 to $400, analyst at $185 to $295 and
paraprofessional at $100 to $185.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.


EDUCATION HOLDINGS: Court Approves GCG as Claims Agent
------------------------------------------------------
Education Holdings 1, Inc., sought and obtained approval from the
Bankruptcy Court to hire GCG, Inc., as claims and noticing agent.

To relieve the Bankruptcy Court and the clerk's office of various
burdens, the Debtor has tapped GCG to assume full responsibility
for the distribution of notices, the maintenance, processing and
docketing of proofs of claim.

As reported in the Jan. 24, 2013 edition of the TCR, GCG has
agreed to provide discounted hourly rates and agreed to cap the
highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Quality Assurance Staff Consultant           $80 to $125
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.

For solicitation and processing of ballots, GCG will also charge
at its discounted hourly rates.  But expert services provided by
Vice President Jeff Stein in connection with solicitation and
tabulation will be at a rate of $310 per hour.

                    About Education Holdings 1

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

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

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

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


ELEETS LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Eleets Logistics, Inc.
        c/o Soneet R. Kapila, Receiver
        P.O. Box 14213
        Fort Lauderdale, FL 33302

Bankruptcy Case No.: 13-12336

Chapter 11 Petition Date: January 31, 2013

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

Judge: John K. Olson

Debtors' Counsel: Paul J. Battista, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2 Street, #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  E-mail: pbattista@gjb-law.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Eleets Transportation Group, Inc.       13-12340
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Eleets Distribution Company, Inc.       13-12343
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Soneet R. Kapila, receiver.

A. A copy of Eleets Logistics' list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/flsb13-12336.pdf

B. A copy of Eleets Transportation Group's list of its 10 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb13-12340.pdf

C. A copy of Eleets Distribution Company's list of its 11 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb13-12343.pdf


ELPIDA MEMORY: Bondholders Fight Back vs. Patent Deal Approvals
---------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that U.S. bondholders of
Elpida Memory Inc. asked a Delaware bankruptcy judge to reconsider
his decision approving the Japanese chipmaker's patent deals,
claiming it was improper to rule their objections unsupported by
evidence after preventing the discovery that would have produced
it.

U.S. Bankruptcy Judge Christopher S. Sontchi, who oversees the
American leg of the company's insolvency proceeding, blessed the
transactions in a Jan. 16 ruling, but the bondholders want the
judge to revisit and vacate certain portions, the report said.

                        About Elpida Memory

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

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

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


EVERGREEN INTERNATIONAL: Moody's Lowers Corp. Family Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings of Evergreen
International Aviation, Inc.: Corporate Family Rating to Ca from
Caa2, Probability of Default Rating to Ca-PD\LD-PD from Caa2-PD,
first lien senior secured to Caa2, 24-LGD2 and second lien senior
secured to Ca, 67-LGD4.

The downgrades and assignment of the Limited Default designation
follow EIA's recent decision to forego making scheduled interest
and or principal payments due under its respective credit
agreements. The outlook is negative.

Ratings Rationale:

Moody's believes that the significant decline in demand for
airfreight from the U.S. Department of Defense's Air Mobility
Command as well as from commercial freight customers has caused
significant pressure on the company's liquidity. Planned troop
withdrawals from Asian theaters and weak global economic growth in
2013 should provide little relief to the company's operating
pressures. The company is working with lenders on actions that
could address the current past due payments, but the timing and
outcome of these actions are uncertain. The downgrades of the
respective ratings on the company's first lien and second lien
credit facilities reflect the increased risk and magnitude of loss
given the uncertain resolution of the Event of Default and Moody's
estimates of recovery value.

The negative outlook reflects the potential of a restructuring of
EIA's debt capital, either in or out of court that could lead to
losses for current debt holders. Moody's will lower the PDR to D
should the company execute a distressed exchange or pursue a
formal reorganization under the U.S. Bankruptcy Code. A positive
rating action could occur if the company is able to relieve the
current past due payments and maintain current its debt service
obligations and covenants of its credit agreements without
resorting to a debt restructuring.

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

Headquartered in McMinnville, Oregon, Evergreen International
Aviation, Inc., provides diversified air cargo transportation and
aviation support services including global air cargo shipping,
ground handling and logistics, helicopter transportation services,
small aircraft charters and small aircraft and helicopter
maintenance and repair to government and commercial customers
through its various operating segments.


FLAT OUT CRAZY: HillStreet Opposition to Carve-Out Overruled
------------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain granted Flat Out Crazy, LLC,
et al.'s motion for an emergency interim order allowing them to
use cash collateral.

The HillStreet Fund IV, L.P., senior secured lender and owner of
both the senior and mezzanine loan, said it does not oppose Flat
Out Crazy, LLC, et al.'s interim use of cash collateral so long
as:

  (i) HillStreet receives replacement liens,

(ii) the Debtors' authorization to use cash collateral terminates
      once Debtors fail to comply with their proposed budget, and

(iii) the Debtors provide their proposed weekly financial
      reporting to HillStreet.

HillStreet, owed $1.25 million on a first lien-debt and $5 million
on a second lien debt, pointed out that it does not consent to the
Debtors' proposed carve-out.  HillStreet says that because the
carve-out cannot be imposed on it without its consent, the interim
order should delete all references to the carve-out.

As reported in the Jan. 28, 2013 edition of the TCR, the Debtors
filed before the bankruptcy court in White Plains, New York, a
motion to use cash collateral for a period of five weeks through
the week ending March 3.  The Debtors said that absent approval to
use cash collateral, they would have no other reasonable
alternative but to liquidate.

The Court's Jan. 31, 2013 interim order provides that the Debtors
can use cash collateral pursuant to a budget, subject to a
variance of up to 15% in the aggregate and per each budget expense
line item.

At the best of HillStreet, the Court's order also provides that
use cash collateral will terminate seven days after (a) the
occurrence of a "budget variance" and (b) the receipt of written
notice from HillStreet to the Debtors of the occurrence of a
Budget Variance and the termination of the ability to use cash
collateral.

HillStreet will receive replacement liens as additional adequate
protection, according to the order.

The order, however, provides that the replacement liens will not
encumber any avoidance actions or other causes of action arising
under chapter 5 of the Bankruptcy Code and the proceeds thereof,
and will be subject and subordinate in all respects to the carve-
out.

All replacement liens, super-priority administrative expenses and
other forms of adequate protection granted in the Interim Order
shall be subject and subordinate in all respects to a carve-out
for U.S. Trustee quarterly fees pursuant to 28 U.S.C. Sec. 1930.

The Court then overruled HillStreet's objection at the hearing to
this limited carve-out.

                          DIP Financing

The Debtors claimed in court papers that HillStreet provided oral
assurances on Jan. 17 that it would provide adequate debtor in
possession financing for a consensual Chapter 11 filing but the
lender failed to live up to its assurances on providing DIP on the
agreed upon terms.  Accordingly, the Debtor sought Chapter 11
protection without DIP financing.

According to HillStreet, the Debtors' description of events
leading up to the bankruptcy is factually incorrect.  "HillStreet
and the Debtors never discussed the details of HillStreet
providing DIP financing until approximately a week before the
bankruptcy filing. Despite best efforts, the parties were unable
to agree on final terms for DIP financing.  HillStreet even
proposed terms for DIP financing the day before the bankruptcy
filing, but instead of accepting those terms, the Debtors chose to
commence their bankruptcy cases without DIP financing and with the
intent to operate on cash collateral alone for an initial period
of time."

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

HillStreet is represented by:

         Christopher P. Schueller, Esq.
         BUCHANAN INGERSOLL & ROONEY PC
         1290 Avenue of the Americas, 30th Floor
         New York, NY 10104
         Tel: (212) 440-4400
         E-mail: christopher.schueller@bipc.com

                       About Flat Out Crazy

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

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

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

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


FLAT OUT CRAZY: Rejection of Closed Stores Not Retroactive
----------------------------------------------------------
Flat Out Crazy, LLC, and its affiliates sought and obtained
approval from the Bankruptcy Court to reject leases in connection
with the closed restaurant locations.

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

The Debtors requested that the rejection of the leases be
"effective nunc pro tunc to the Petition Date."

But Simon Property Group, Inc., lessor with respect to two
restaurant locations closed by the Debtors, filed a limited
objection, saying that it objects to the "inappropriate
retroactive effective date of rejection."

Simon Property Group, the landlord with respect to the locations
in Greenwood Park Mall, in Greenwood, Indiana, and Castleton
Square Mall, in Indianapolis, says that its leases should be
deemed rejected effective on (i) the date of entry of the Court's
order granting the rejection motion or (ii) the date on which the
premises is surrendered to landlord pursuant to the lease in a
"broom swept" condition and keys returned with any personal
property in the Premises being deemed abandoned.

The order signed by the bankruptcy judge on Jan. 29, 2013,
provides that the rejections are "effective as of
the latest of (a) the Petition Date; (b) the date the Debtors
relinquish (or already have relinquished) control of the
applicable premises by delivering keys and/or security codes to
the affected landlord, (c) the date that all property in which a
party asserts an interest is removed from the premises."

As requested by Simon Property Group, the order also provides that
upon abandonment, the landlords will have the right to dispose of
the abandoned personal property without liability to the Debtor or
any third parties who may, at one time, had an interest in the
same.

The Court's Jan. 29, 2013 order grants the Debtors' request to
reject the leases with respect to these closed locations:

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

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

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

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

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


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

Meadowbrook Assocs., LLC     Flat Top    Rochester Hills, MI


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

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

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

Carroll/1709, Ltd.           Stir Crazy  Southlake, TX

Hamilton Town Center LLC     Flat Top    Top Grill at Hamilton
                                         Town Center at
                                         Noblesville, Indiana

Mall at White Oaks, LLC      Flat Top    White Oaks Mall,
                                         Springfield, IL

Simon Property Group may be reached through:

         Ronald M. Tucker, Esq.
         Tel: (317) 263-2346
         Fax: (317) 263-7901
         E-mail: rtucker@simon.com

                        Stay Relief Motion

20 & 25 Waterway Holdings, LLC, as successor in interest to Town
Center Development Company, L.P., creditor of Flat Out Crazy, LLC,
filed on Feb. 4 a motion for relief from automatic stay.

20 & 25 Waterway is the lessor with respect to the premises
located at 25 Waterway Avenue, The Woodlands, Texas 77380.

20 & 25 Waterway said it terminated the Debtor's right of
possession prior to the Petition Date.  The lessor points out that
the Debtor is not occupying the property and is not liable for
administrative rent following the Debtor's rejection of the lease
agreement on Jan. 25, 2013.  Accordingly, 20 & 26 Waterway asserts
that "cause" exists to terminate the automatic stay pursuant to 11
U.S.C. Sec. 362(d)(1) to permit it to terminate the lease
agreement.

The Woodland lease is among the lease agreements rejected by the
Debtor pursuant to the Jan. 29 order.

                       About Flat Out Crazy

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

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

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

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


FLAT OUT CRAZY: Schedules Filing Deadline Extended to March 11
--------------------------------------------------------------
Flat Out Crazy, LLC, and its affiliates sought and obtained a
30-day extension until March 11, 2013, of the deadline to file
their schedules of assets and liabilities and statement of
financial affairs.  The extension is subject to the Debtors'
rights to request further extensions if necessary or appropriate
under the circumstances.

                       About Flat Out Crazy

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

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

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

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


FLETCHER INTERNATIONAL: Abrams & Bayliss Tapped for ION Dispute
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
authorized Richard J. Davis, Chapter 11 trustee for Fletcher
International, Ltd., to employ Abrams & Bayliss LLP as special
litigation counsel.

On Feb. 16, 2005, the Debtor purchased $70 million of preferred
stock in ION Geophysical Corporation.  The certificates, among
other things, required ION to obtain the Debtor's approval before
issuing any new securities from any of its subsidiaries.  In 2008
and 2009, two of ION's subsidiaries issued new securities without
first obtaining the Debtor's consent.  In 2009, the Debtor
commenced an action against ION, two of ION's wholly-owned
subsidiaries, and certain members of ION's board of directors in
the Delaware Chancery Court asserting eight causes of action.
Through the Petition Date, the Debtor was represented in the ION
Litigation by Proskauer Rose LLP and Skadden, Arps, Slate, Meagher
& Flom LLP (through its Wilmington, Delaware office).

Kevin G. Abrams, a partner at Abrams & Bayliss, told the Court
that pursuant to the terms and conditions of the engagement
letter, Abrams & Bayliss is to be compensated out of any recovery
in the ION Litigation on a contingent fee basis, and is not being
paid by the Debtor for its time on a current basis.

To the best of the trustee's knowledge, Abrams & Bayliss does not
hold or represent any interest adverse to the Debtor or its estate
with respect to the ION litigation for which Abrams & Bayliss is
to be employed.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case taps
Luskin, Stern & Eisler LLP as his counsel.


FOREST CITY: Moody's Affirms 'B3' Senior Unsecured Debt Rating
--------------------------------------------------------------
Moody's affirmed the ratings of Forest City Enterprises, Inc.
(senior unsecured debt at B3) and maintained its positive rating
outlook.

The following ratings were affirmed with a positive outlook:

  Forest City Enterprises, Inc.

    B3 senior unsecured rating
    (P)B3 senior unsecured shelf
    (P)Caa2 senior subordinate shelf
    (P)Caa2 subordinate shelf
    (P)Caa2 junior subordinate shelf
    Caa2 cumulative perpetual convertible preferred stock
    (P)Caa2 preferred stock shelf

Ratings Rationale:

This rating action and the positive rating outlook reflect
progress made by Forest City in de-leveraging its balance sheet to
approximately 14x net debt/EBITDA for the nine months ended
October 31, 2012 from over 15x in 2008, as well as strengthening
its fixed charge to 1.44x from 1.25x for the same time periods.
Moody's also acknowledges that the firm has sharply curtailed its
development exposure, a key credit concern, from $2.7 billion
(18.4% of gross assets) at YE'09 to $1.2 billion (8.7% of gross
assets) at October 31, 2012.

Still, Forest City's performance fell slightly short of Moody's
12x net debt/EBITDA benchmark laid out previously for an upgrade.
The rating agency anticipates that Forest City will achieve this
target in the near term as it continues its de-leveraging efforts
and brings more development projects online.

Forest City's credit strengths include its nationally diversified
portfolio encompassing office, retail and multifamily properties,
as well as some hotels and single-family residential development.
The firm also benefits from an established track record of
successfully executing large-scale, complex developments and re-
developments in partnership with other financial institutions and
working closely with local municipalities. Forest City has an
experienced management team that is well-regarded.

Counterbalancing these positives, Forest City's credit profile is
highly levered with approximately 62% effective leverage (debt +
preferred over gross assets) and 53% secured debt as a percentage
of total gross assets. In addition, lease-up challenges continue
at Westchester's Ridge Hill retail center (60% occupied at October
31, 2012) and at 8 Spruce Street apartment tower (89% occupied at
October 31, 2012).

Moody's stated that a ratings upgrade would be predicated by the
following: fixed charge coverage closer to 1.4x and net
debt/EBITDA approaching 12x and at a minimum staying at those
levels on a consistent basis. In addition, sustained positive same
property NOI comparisons would be needed, along with stable
liquidity.

Negative rating pressure would occur from a material rise in the
development pipeline or significant challenges in leasing the
newly built projects, as well as any liquidity concerns.
Furthermore, a downgrade would likely result from any
deterioration in Forest City's credit metrics, particularly fixed
charge coverage falling below 1.2x or net debt/EBITDA moving above
15x, both on a sustained basis.

Moody's last rating action with respect to Forest City was on July
6, 2011, when Moody's affirmed the ratings and revised the rating
outlook to positive from stable.

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

Forest City Enterprises, Inc. [NYSE: FCE-A] is a national real
estate company that is principally engaged in the ownership,
development, management and acquisition of commercial and
residential real estate and land throughout the United States. At
October 31, 2012, its assets totaled $10.7 billion.


FTLL ROBOVAULT: Contemptuous Company Executive Held in Custody
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge John K. Olson wasn't kidding
when he signed an order finding the principal of a bankrupt
company in contempt of court and directing the U.S. Marshals to
take him into custody.

According to the report, the marshals located Marvin T. Chaney and
brought him before Judge Olson at a hearing on Jan. 29 in Fort
Lauderdale, Florida.  When the hearing was over, Judge Olson
remanded him "to the custody" of the marshals.  In his order,
Judge Olson said Mr. Chaney "holds the key to his jail cell in his
pocket."

The report relates that Judge Olson placed Mr. Chaney into
contempt for failing to produce documents as ordered and not
appearing at a January hearing when the judge told him to show up.
Judge Olson also held the company's lawyer, Lawrence B. Wrenn, in
contempt and ordered him taken into custody.  Mr. Wrenn hasn't
been located.

Judge Olson scheduled a hearing where Mr. Chaney might be released
if he can show compliance with court orders.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The petition scheduled $18,665,069 in assets and
$21,528,776 in liabilities.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 Trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy 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.


GMX RESOURCES: Plans to Pay March Notes Interest in Shares
----------------------------------------------------------
GMX Resources Inc.'s Senior Secured Second-Priority Notes due 2018
have a quarterly interest payment due the second day of March,
June, September and December.  Interest on the notes accrues at
9.0% per annum.  GMXR has an option to pay the interest in cash or
in shares of the Company's common stock.  GMXR has elected to pay
the interest payment due March 2, 2013, in shares of the Company's
common stock provided, the number of shares of the Company's
common stock issuable will not exceed 604,216 shares.  If the
number of shares of common stock issuable as interest would exceed
604,216 shares, the Company will pay any additional interest
amount payable in cash.

The record date for this interest payment is Feb. 16, 2013.  The
number of shares of common stock to be issued will be calculated
as the quotient of (a) the difference between the total amount of
such interest payment and the amount of that interest payment paid
in cash, divided by (b) the product of (x) 0.75 times (y) the per
share volume-weighted average price of the common stock for each
of the 10 consecutive trading days ending on, and including, the
trading day immediately preceding the relevant interest payment
date.  If the Company was to pay this interest payment entirely in
cash, the aggregate amount of cash would be approximately $2.1
million.  If the Company was to pay this interest payment entirely
in shares of common stock, the aggregate fair market value of the
shares would be approximately $2.8 million.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


GORDIAN MEDICAL: Seeks Plan Filing Exclusivity Until May 14
-----------------------------------------------------------
Gordian Medical, Inc., asks the Bankruptcy Court to extend its
exclusive period to propose a plan until May 14, 2013, and the
period to solicit acceptances of that plan until July 3, 2013.

In explaining its request for a third extension, the Debtor said
that the additional time will facilitate its efforts to reach a
resolution of its disputes with:

    * the Centers for Medicare and Medicaid Services ("CMS")
      pertaining to CMS's refusal to pay for certain wound
      dressings sold by the Debtor to residents of nursing home
      facilities and the related withholding from the Debtor of
      certain Medicare payments, which payments account for a
      substantial amount of the Debtor's revenue, and

    * the Internal Revenue Service regarding the claims filed by
      the IRS on Dec. 6, 2012, in the amount of $17.8 million.

The extension will also allow the Debtor to explore other
alternatives in connection with the reorganization of its
business.

                     About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

The Debtor estimated assets and debts of up to $50 million.  It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GRAND RIVER: Plan Trustee Says Closing Chapter 11 Case Premature
----------------------------------------------------------------
Barry Lefkowitz, the liquidation trustee pursuant to Grand River
Infrastructure, Inc.'s confirmed Plan of Liquidation, asks the
U.S. Bankruptcy Court for the Eastern District of Michigan to deny
the motion of the Debtor to close its Chapter 11 case.

The Plan Trustee requests that the Court refrain from closing the
case until he has determined that it is appropriate for the case
to be closed.  The Trustee explains that, among other things:

   A. There are outstanding administrative fee petitions which
      will not be finally determined by the Court prior to the 60
      day time limit.

   B. The Trustee has not completed his review of claims and
      anticipates once that review is completed, that claims
      objections will be filed.

   C. As Liquidation Trustee, the Trustee is charged with
      liquidating the assets of the Debtor and marshaling them for
      the benefit of creditors.

The Liquidation Trustee anticipates he will need the assistance of
the Bankruptcy Court as a forum for liquidating and marshaling the
assets for the benefit of creditors.

                  About Grand River Infrastructure

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

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


GREEN ENDEAVORS: Had $309,000 Net Loss in 1st Qtr. of 2012
----------------------------------------------------------
Green Endeavors, Inc., filed last week its Form 10-Q for the
quarter ended March 31, 2012.  The late financial statements
disclosed a net loss of $309,168 on $734,024 of total revenue for
the three months ended March 31, 2012, compared with a net loss of
$31,347 on $662,083 of total revenue for the same period during
the prior year.

Green Endeavors' balance sheet at March 31, 2012, showed $1.07
million in total assets, $4.80 million in total liabilities and a
$3.73 million total stockholders' deficit.

Green Endeavors was unable to timely complete the preparation of
the quarterly report as a result of the resignation of its Chief
Financial Officer during the fourth quarter of 2011, the
subsequent failure of a computer system in February of 2012 that
delayed the gathering of final financial reports necessary to the
compilation of the financial records for the year 2011.

A copy of the Form 10-Q is available at http://is.gd/QYpLLl

                      About Green Endeavors

Green Endeavors, Inc., through its two wholly-owned subsidiaries,
Landis Salons, Inc., and Landis Salons II, Inc., operates two
full-service hair and retail salons featuring the Aveda(TM) line
of products. In August 2010, the Company determined that Newby
Salons, LLC, which operated its Bountiful salon, did not meet the
Company's operational performance or real estate requirements and
was closed.  On Dec. 1, 2010, Newby Salons, LLC was sold.

The Company reported a net loss of $276,264 on $2.8 million of
total revenue for 2011, compared with net income of $13,939 on
$2.3 million of total revenue for 2010.

In the auditiors' report accompanying the 2011 financial results,
Madsen & Associates CPA's, Inc., in Salt Lake City, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company will need additional working capital for its planned
activity and to service its debt.


GSC GROUP: R. Manzo, Capstone Blast U.S. Trustee
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that financial advisers Capstone Advisory Group LLC and
Robert Manzo, along with law firm Kaye Scholer LLP, filed papers
opposing efforts to force them to pay back about $15 million in
fees to bankrupt GSC Group Inc.  While Kaye Scholer was apologetic
and admitted mistakes were made, Capstone and Manzo looked the
U.S. Trustee straight in the eye and said she is wrong about the
governing law.

The report relates that the U.S. Trustee, the bankruptcy watchdog
for the Justice Department, seeks total disgorgement of fees based
on the theory that Manzo had an undisclosed fee-sharing agreement
with Capstone, where he was advertised as being an executive
director.  The U.S. Trustee cited documents showing Manzo was an
independent contractor, not an employee.

According to the report, Capstone and Manzo met the issue head on
and argued that Manzo was entitled to share fees with Capstone
under Section 504(b) of the Bankruptcy Code because he falls under
the umbrella of being a "member, partner or regular associate."

Kaye Scholer, GSC's lawyers before a trustee was appointed, took a
more apologetic approach. Referring to court documents where Manzo
was incorrectly described as an employee, the firm said "mistakes
were made" and disclosures "were not adequate."

"Any errors attributable to Kaye Scholer were not intentional,"
and no one at the firm "knowingly made an erroneous disclosure,"
the firm said.  Kaye Scholer likewise contends that Manzo was
covered by Section 504 and entitled to share fees.

Manzo accuses the U.S. Trustee of ignoring facts that do "not
comport with their conspiracy theory."  Conceding that he should
have been described in court filings as a contractor and not an
employee, Manzo believes the court should not "seize upon that
mistake and conflate it into a conspiratorial fraud."

The firm, Capstone and Manzo all argue that the case was highly
successful and that no creditors were harmed by the failure to
accurately describe Manzo's relationship to Capstone.

Manzo was named as trustee to handle the creditors' trust created
when GSC's plan was approved.

The dispute will fall into the lap of U.S. Bankruptcy Judge
Shelley C. Chapman at a hearing on Feb. 11.

The U.S. Trustee describes in her papers how Capstone filed papers
in bankruptcy court saying there were no agreements to share fees.
In addition to disgorgement, the U.S. trustee wants the two firms
barred from further representation of GSC.  She also wants Manzo
removed as trustee for the creditors' trust.

Kaye Scholer incurred fees of $6.13 million, while Capstone's are
$6.07 million.  Capstone has a pending request for an additional
$3 million, mostly a so-called success fee.

                           About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  The Chapter 11 trustee reached a
handshake deal on Dec. 13, 2011, ending the dispute with Black
Diamond that delayed a $235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq., and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


H&M OIL: Prospect Bids for Lift Stay Despite Trustee Takeover
-------------------------------------------------------------
Prospect Capital Corporation filed documents in December seeking,
for the third time, a relief of the automatic stay in the Chapter
11 cases of H & M Oil & Gas, LLC, et al.

Prospect asked the Court for authorization to exercise all rights
available under the loan agreements and applicable law against and
related to the collateral, including foreclosing against its
collateral and making protective advances under its loan documents
as if the stay had not been imposed.

Prospect is a secured lender to a Debtor, and has a claim against
HMOG in excess of $88.8 million that is secured by substantially
all of HMOG's assets, consisting primarily of oil and gas
properties.

Prospect's previously lift stay motions were premised on, among
other things, the inability of HMOG and Anglo-American Petroleum
Corporation to provide adequate protection to Prospect, the
potential loss of collateral as a result of the Debtors' inability
to fund drilling obligations, and a lack of equity in the
collateral coupled with the Debtors' inability to reorganize.  The
Court granted Prospect's motion to appoint a chapter 11 trustee
and denied the motions to lift stay without prejudice.

Prospect now asserts that the trustee has now been in place for
one month and the collateral is still at risk due to no fault of
the trustee.  According to Prospect, HMOG remains faced with
continuous drilling obligations on its leases but does not have
sufficient cash flow to meet its drilling obligations, placing
Prospect's collateral at risk.  Accordingly, Prospect submits that
"cause" exists to lift the stay and allow Prospect to foreclose on
its collateral.

                          About H&M Oil

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

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

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

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

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

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

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


HAMPTON CAPITAL: North Carolina Creditors Select NJ Lawyers
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of carpet maker Gulistan Carpet,
reorganizing since Jan. 7 in Durham, North Carolina, selected
Lowenstein Sandler PC from Roseland, New Jersey, to serve as legal
counsel for the official committee.

The U.S. Trustee appointed five creditors to the official
committee.

The Aberdeen, North Carolina-based company disclosed assets of
$27.8 million and debt totaling $50.8 million, including $10
million on first-lien debt owing to Bank of America NA.  There is
$18.2 million in second-lien debt to parent Ronile Inc.

Ronile allowed the filing of the security interest to lapse.  The
filing was renewed in December, according to a court filing.

Because the security interest was reinstated within 90 days of
bankruptcy, the newly formed committee might challenge the secured
status of the loan, contending it's a voidable preference,
according to the Bloomberg report.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.


HAMPTON CAPITAL: Creditors Say Ronile Received Blatant Preference
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee of unsecured creditors of
Gulistan Carpet claims that Ronile Inc., the owner of recently
bankrupt carpet maker Gulistan Carpet, was the recipient of a
"blatant preference."

Gulistan filed for Chapter 11 reorganizing on Jan. 7 in Durham,
North Carolina.  Court papers disclosed that Rocky Mount,
Virginia-based Ronile allowed the filing of the security interest
for a $18.2 million second-lien debt to lapse.  The filing was
renewed in December, according to a court filing.

"The entire focus of the case is the lien perfection within one
month of bankruptcy," says Kenneth Rosen from Lowenstein Sandler
PC in Roseland, New Jersey, counsel for the newly appointed
official committee representing unsecured creditors.

The report notes that if the security interest is invalidated as a
preference, Ronile will be relegated to the status of an unsecured
creditor for the $18.2 million debt.

A preference is a transfer within 90 days of bankruptcy that
allows an unsecured creditor to recover more than it would realize
through liquidation of the bankrupt in Chapter 7.

Granting a lien to create a security interest for a previously
existing unsecured debt can be a preference.

Bankruptcy law provides several defenses to a preference claim.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.


HAMPTON ROADS: Incurs $5.6 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported a net loss attributable
to the Company of $5.60 million on $20.09 million of interest
income for the fourth quarter of 2012, compared with a net loss
attributable to the Company of $21.41 million on $22.87 million of
interest income for the fourth quarter of 2011.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of of $25.09 million on $82.30
million of interest income, compared with a net loss attributable
to the Company of $98.61 million on $100.79 million of interest
income during the prior year.

"2012 was an important year for us and I am proud of the progress
we have made," said Doug Glenn, president and chief executive
officer.  "The trends continue to move in a positive direction and
our bankers are actively engaged in meeting the needs of our local
communities."

At Dec. 31, 2012, the Company exceeded all of the regulatory
capital minimums and Bank of Hampton Roads and Shore Bank were
both considered "well capitalized" under the risk-based capital
standards.

A copy of the press release is available at http://is.gd/IkA6hu

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HAWAII OUTDOOR: Committee Retaining Tsugawa Biehl as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hawaii Outdoor
Tours, Inc., asks the Bankruptcy Court for authorization to retain
Tsugawa Biehl Lau & Muzxzi, LLLC, as counsel.

TBL&M will, among others, assist, advise and represent the
Committee in consultations with the Debtor regarding the
administration of the Debtor's case.

TBL&M's current billing rates are $330 to $360 per hour for
partners, $220 to $285 per hour for associates, and $140 to $145
for paralegals, plus applicable general excise tax.

The Committee believes that TBL&M does not represent any other
entiry having an adverse interest in connection with the Debtor's
bankruptcy case.

                   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.


HAWAII OUTDOOR: Has Final Nod to Employ Wagner Choi as Counsel
--------------------------------------------------------------
The Bankruptcy Court has granted Hawaii Tours, Inc., final
authorization to employ Wagner Choi & Verbrugge as its Chapter 11
counsel.
The Debtor will pay the firm at these rates:

     James A. Wagner                    $480
     Chuck C. Choi                      $350
     Neil J. Verbrugge                  $275
     Allison A. Ito                     $220
     Paralegals                          $75

                   About Hawaii Outdoor Tours

Hawaii Outdoor Tours Incorporated, 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: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Hawaii Outdoor Tours Incorporated filed with the U.S. Bankruptcy
Court for the District of Hawaii its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $49,743,710
  B. Personal Property             $2,749,181
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,821,545
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $562,523
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $372,629
                                  -----------     -----------
        TOTAL                     $52,492,891     $11,756,697

A copy of the schedules of assets and debts is available for free
at http://bankrupt.com/misc/Hawaii_Outdoor_SAL.pdf.pdf

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours Incorporated, 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 asserts a claim
of $9.95 million.  The Debtor believes that the value of the hotel
property exceeds the amount of the First-Citizens 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 &
Verbugge acts as bankruptcy counsel.


HAWKER BEECHCRAFT: Hires ICF SH&E to Appraise Market Value
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Hawker Beechcraft, Inc., et al., to employ ICF SH&E,
Inc. as appraisers.

ICF SH&E is expected to:

   a. in support of exit financing, determine the current market
      value and net orderly liquidation value of the subject
      assets; and

   b. in support of its fresh start accounting requirements,
      determine the fair value of the subject assets as of
      Feb. 28, 2013.

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

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HAWKER BEECHCRAFT: KPMG LLP Approved as Due Diligence Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Hawker Beechcraft, Inc., et al., to employ KPMG LLP as
due diligence advisors.

Andrea P. Beirne, a CPA and partner at KPMG, assures the Court
that KPMG is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

The Court, in its order, stated that KPMG will not be entitled to
indemnification, contribution or reimbursement for services other
than those described in the Due Diligence Engagement Letter and
the application, unless the services and indemnification therefor
are approved by the Court.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HAWKER BEECHCRAFT: Formal Approval of Plan after Minor Changes
----------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Business News, reported
that a judge confirmed most of Hawker Beechcraft Inc.'s plan to
exit bankruptcy under the control of a group of hedge funds, a
ruling the company hopes will lead to it being out of Chapter 11
by the end of February.

Judge Stuart M. Bernstein of U.S. Bankruptcy Court in Manhattan
signed off on most of Hawker's proposal, but said the company had
to change wording in the official plan document related to the
worthless equity of operating subsidiary Hawker Beechcraft Corp.,
the report related.

Bloomberg News notes that the bankruptcy judge didn't decide as
yet whether he will be able to confirm the plan for subsidiary
Hawker Beechcraft Corp.

The judge, according to the Dow Jones report, said the Bankruptcy
Code prohibits him from approving the plan for the Hawker
Beechcraft Corp. subsidiary because even though the equity is
worth nothing, the equity holders would technically be "retaining"
their interests.  The company said it hopes to make changes that
satisfy the judge by next week, the report said.

The proposal mostly confirmed by the judge calls for hedge-fund
managers Centerbridge Partners; Angelo, Gordon & Co., Capital
Research & Management and Bain Capital'sSankaty Advisors to
exchange $921.6 million in debt for an 81.1% equity stake in
reorganized Hawker, the report related.

Senior bondholders owed $510.2 million would get between nine
cents and 10 cents on the dollar, while subordinate debtholders
owed $308.3 million would be wiped out, the report noted. Also
losing out are equity holders, including the Goldman Sachs Group
Inc. ( GS ) private-equity group that led an ill-advised 2007
leveraged buyout of Hawker with Onex Partners.

A lawyer for the subordinate holders objected to his group's
treatment in the case, but the judge turned down his request,
according to the report. The argument turned on whether senior
bondholders were getting all their money back. Since the senior
holders aren't, the subordinate holders are entitled to nothing,
the judge ruled.

Hawker pursued the restructuring even as it came close last year
to selling its aerospace business to China'sSuperior Aviation
Beijing Co., the report recalled. When that deal collapsed, Hawker
decided to go with the plan with the hedge funds.

Judge Bernstein, according to the report, also approved a crucial
deal with the Pension Benefit Guaranty Corp. that calls for Hawker
to scrap two of its three pension plans. The judge called the
termination of those plans an "inevitable result" in the case.

PBGC will take over the two plans, which are underfunded by
hundreds of millions of dollars, and in return, the agency will
get a $419.5 million unsecured claim against the company, the
report related. Under Hawker's proposed Chapter 11 plan, that
means the PBGC will recover less than seven cents on the dollar.
Hawker plans continue to run a third pension fund, an "hourly"
plan for 8,200 current and former union workers.

Without the PBGC settlement, Hawker said it would be on the hook
for at least $516.5 million in total pension obligations from 2013
through 2019, according to the report. Hawker's pension overhaul
will save the company about $35 million per year.

The Wichita, Kan., company, which plans to change its name to
Beechcraft Corp. upon emergence from Chapter 11, is one of the
world's largest makers of business jets, the report noted. It
sought Chapter 11 protection on May 3. Hawker, which will have cut
about $2.5 billion in debt during its restructuring, plans to
either spin off or close its jet products line, the company said.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HD SUPPLY: Issues 1.3 Billion of 7.50% Senior Notes
---------------------------------------------------
HD Supply, Inc., issued $1,275,000,000 aggregate principal amount
of its 7.50% Senior Notes due 2020 under the Indenture, dated as
of Feb. 1, 2013, among the Company, certain subsidiaries of the
Company as guarantors and Wells Fargo Bank, National Association
as trustee.  The Notes are entitled to the benefit of the Exchange
and Registration Rights Agreement, dated Feb. 1, 2013, among the
Company, the Subsidiary Guarantors and the initial purchasers.

The Notes are unsecured senior indebtedness of the Company.

The Notes are guaranteed, on a senior unsecured basis, by each of
the Company's direct and indirect domestic existing and future
subsidiaries that is a wholly owned domestic subsidiary, and by
each other domestic subsidiary that is a borrower under a senior
ABL facility or that guarantees the Company's obligations under
any credit facility or capital markets securities.

The Company used the net proceeds of the offering of the Notes to
refinance its outstanding 14.875% Senior Notes due 2020 issued
pursuant to the Indenture, dated as of April 12, 2012, among the
Company, the subsidiary guarantors party thereto and Wilmington
Trust, National Association, as Trustee.  The 14.875% Notes were
repurchased at a price equal to the principal amount of the
14.875% Notes repurchased, plus a make-whole premium, plus accrued
and unpaid interest thereon through Feb. 1, 2013.

Also on Feb. 1, 2013, the 14.875% Trustee cancelled all of the
outstanding 14.875% Notes and the Company requested that its
obligations under the 14.875% Notes Indenture be discharged.

A copy of the Form 8-K is avialable at http://is.gd/rueUsp

                          About HD Supply

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

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

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

                           *     *     *

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

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


HERCULES OFFSHORE: BlackRock Discloses 5.5% 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 8,682,004 shares of common stock of Hercules
Offshore, Inc., representing 5.48% of the shares outstanding.  A
copy of the filing is available at http://is.gd/12MQ0b

                       About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.02
billion in total assets, $1.15 billion in total liabilities and
$877.24 million stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HERITAGE EQUITY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Heritage Equity & Realty LLC filed its schedules of assets and
liabilities with the Bankruptcy Court, disclosing:

    Name of Schedule         Total Assets     Total Liabilities
    ----------------         ------------     -----------------
A - Real Property              $1,350,000
B - Personal Property              $4,112
C - Property Claimed
    as Exempt
D - Creditors Holding
    Secured Claims                                   $2,651,992
E - Creditors Holding
    Unsecured Priority Claims                                $0
F - Creditors Holding Unsecured
    Nonpriority Claims                                 $696,000
                             ------------     -----------------
                               $1,354,112            $3,347,992

Three creditors filed an involuntary Chapter 11 Petition against
Brooklyn, New York-based Heritage Equity & Realty LLC (Bankr.
E.D.N.Y Case No. 12-46807) in Brooklyn on Sept. 23, 2012.  Judge
Carla E. Craig presides over the case.  Boris Kogan & Associates,
represents the Petitioners as counsel.  The petitioning creditors,
are Cong. Soro B'Ohel Inc., allegedly owed $20,000 for money
loaned; Shaya Krausz, allegedly owed $100,000 for money loaned;
and B. Kogan PLLC, allegedly owed $26,000 for unpaid services.

Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn,
serves as counsel to the Debtor.


HERITAGE EQUITY: Files List of 5 Largest Unsecured Claims
---------------------------------------------------------
Heritage Equity and Realty LLC filed with the Bankruptcy Court a
list of creditors holding the 5 largest unsecured claims:

                           Type of                Amount of
Company Name               Claim                    Claim
------------               -------                ---------
Valley National Bank       First Mortgage         $1,179,037
P.O. Box 558
Wayne, NJ 07474
                                                  Secured Value:
                                                  $1,350,000

Leon Schwartz                                       $300,000
5403 Durocher Avenue
Montreal
QC H2V03X89, Canada

Benjamin Stolzberg
1836 58th Street
Brooklyn, NY 11204                                  $250,000

Shaya Krausz                                        $100,000
183 Wilson Street, Suite 189
Brooklyn, NY 11211

B. Kogan PLLC                                        $26,000
236 Broadway, Suite 208
Brooklyn, NY 11211

Cong. Soro B'Ohel Inc.
143 Howee Street
Brooklyn, NY 11211                                   $20,000

Three creditors filed an involuntary Chapter 11 Petition against
Brooklyn, New York-based Heritage Equity & Realty LLC (Bankr.
E.D.N.Y Case No. 12-46807) in Brooklyn on Sept. 23, 2012.  Judge
Carla E. Craig presides over the case.  Boris Kogan & Associates,
represents the Petitioners as counsel.  The petitioning creditors,
are Cong. Soro B'Ohel Inc., allegedly owed $20,000 for money
loaned; Shaya Krausz, allegedly owed $100,000 for money loaned;
and B. Kogan PLLC, allegedly owed $26,000 for unpaid services.

Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn,
serves as counsel to the Debtor.


HOSTESS BRANDS: CEO Says Stalking-Horse Bids Total $858 Million
---------------------------------------------------------------
Phil Milford & Dawn McCarty, writing for Bloomberg News, reported
that Hostess Brands Inc. Chief Executive Officer Greg Rayburn said
initial or stalking-horse bids for assets of the bankrupt maker of
Twinkies and Wonder bread now total $858 million, with about $100
million more for sale.

In an interview on Feb. 1 with Betty Liu on Bloomberg Television's
"In the Loop," Mr. Rayburn said he probably will leave the company
after the auction process is completed.  "I would think I can step
away" after April, he told Bloomberg.  "The bulk of what you need
to do is almost done, essentially.  I expect to see a pretty
active and robust process" starting with the minimum auction
price, he said.

Hostess, based in Irving, Texas, had chosen a joint offer from
Apollo Global Management LLC (APO) and C. Dean Metropoulos & Co.
as the lead bid for Twinkies and other cake brands in a March
auction.  Apollo and Metropoulos offered as much as $410 million
for the Hostess snack-cake business, which also includes Dolly
Madison brands, five bakeries and equipment. Leon Black's Apollo,
based in New York, managed $109.7 billion in assets as of Sept.
30, while Metropoulos, based in Greenwich, Connecticut, is the
private-equity firm that owns Pabst Brewing Co., Bloomberg
related.

According to the report, the $858 million amount is almost double
officials' 2011 estimated value of $450 million mentioned at a
Nov. 29 court hearing.  It's lower than an estimate of about $1
billion given by a financial adviser, Joshua Scherer of Perella
Weinberg Partners LP, at another November hearing, the report
noted.

                       'Furious' Interest

Scherer said interest from 110 potential buyers was "fast and
furious" and with so many possible buyers was "like drinking from
a fire hose," Bloomberg recalled. Hostess previously announced
lead bidders for the majority of its bread brands as well as its
Drake's brand. Flowers Foods Inc. (FLO), McKee Foods Corp. and
United States Bakery Inc. are the so-called stalking-horse
bidders, setting the standards others will have to beat.

Flowers, based in Thomasville, Georgia, made the lead bid for
Hostess's Wonder, Butternut, Home Pride, Merita and Nature's Pride
brands, 20 bread plants, 38 depots and other assets. Flowers
offered $360 million, plus $30 million for the Beefsteak brand. An
auction is set for Feb. 28, Bloomberg related.  Flowers,
established in 1919, produces and markets packaged baked goods for
retail and food-service customers.  The company's top brands are
Nature's Own and Tastykake.

Bloomberg further related that McKee, maker of Little Debbie
snacks, agreed to pay $27.5 million for Drake's.  United States
Bakery offered to buy the Sweetheart, Eddy's, Standish Farms and
Grandma Emilie's bread brands, four bakeries and 14 depots, plus
certain equipment, for $28.9 million, according to court papers.
Hostess has requested a March 15 auction date for Drake's and the
four bread brands.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Grupo Bimbo Urges Halt to Sara Lee Sale
-------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Grupo Bimbo SAB
de CV asked a Washington federal judge to suspend the court-
ordered shedding of parts of its Sara Lee bread business to
Flowers Foods Inc., arguing Flowers' recent move to acquire the
bread division of bankrupt Hostess Brands Inc. could give it an
unfair competitive advantage.

The Mexican food giant petitioned the court to temporarily call
off the divestiture order, which directs Bimbo to sell off certain
Sara Lee bread divisions in California and elsewhere to Flowers in
order to address competitive concerns, the report said.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: BlackRock Discloses 9.7% 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 11,601,152 shares of common stock of
Hovnanian Enterprises, Inc., representing 9.68% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/Kfslrq

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

For the 12 months ended Oct. 31, 2012, the Company reported a net
loss of $66.19 million on $1.48 billion of total revenues,
compared with a net loss of $286.08 million on $1.13 billion of
total revenues for the same period a year ago.

The Company's balance sheet at Oct. 31, 2012, showed $1.68 billion
in total assets, $2.16 billion in total liabilities and a $485.34
million in total deficit.

                           *     *     *

As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from
CreditWatch positive.

"We raised our corporate credit rating to reflect operating
performance that is better than we expected, resulting in
narrowing pretax losses," said credit analyst George Skoufis.  "It
also reflects improved liquidity following the recent debt
issuances that will extend the bulk of the company's 2016
maturities to 2020 and reduce its overall interest burden."

In the Dec. 11, 2012, edtiiton of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.


INDIANAPOLIS DOWNS: Set to Confirm Plan and Sell to Centaur
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indianapolis Downs LLC has the green light to exit
bankruptcy reorganization and casino operator Centaur Gaming Inc.
overcame the last obstacle to buying the property for $500
million.

On Jan. 31, U.S. Bankruptcy Judge Brendan Linehan Shannon in
Delaware wrote a 28-page opinion explaining why he can sign a
confirmation order approving the Indianapolis Downs Chapter 11
plan.

According to the report, Centaur overcame the last regulatory
hurdle to buying the track and casino.  The buyer said it expects
the acquisition to be completed this month.

Senior management and equity holders objected to confirmation of
the plan.  Judge Shannon rebuffed all objections.  The managers
claimed that a so-called restructuring support agreement was an
unauthorized solicitation of acceptances of a plan before approval
of a disclosure statement.

According to the report, Judge Shannon rejected the managers'
argument.  He said it would "indeed be anomalous, in the absence
of bad faith or wrongful conduct, to discount or ignore the votes
of the overwhelming majority of the creditors and stakeholders,
and thereby deny confirmation of a plan that has been laboriously
(and expensively) developed and has won broad support."

The U.S. Trustee objected to releases given in the plan to third
parties.  Judge Shannon turned aside those objections also,
telling the parties to prepare a confirmation order for his
signature.

                     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., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, DC, represent the Ad Hoc Second Lien Committee.

Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP;
and Brian L. Shaw, Esq., 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., at Young Conaway Stargatt & Taylor, LLP; and
Kristopher Hansen, Esq., Stroock & Stroock & Lavan, represent
Fortress Investment.


INTELLIPHARMACEUTICS: Incurs $6.1-Mil. Net Loss in Fiscal 2012
--------------------------------------------------------------
Intellipharmaceutics International Inc. filed on Jan. 31, 2012,
its annual report on Form 20-F for the fiscal year ended Nov. 30,
2012.

Deloitte LLP, in Toronto, Canada expressed substantial doubt
about Intellipharmaceutics' ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations and accumulated deficit.

According to the regulatory filing, in order for the Company to
continue operations at existing levels, the Company expects that
over the next twelve months the Company will require significant
additional capital.  "In the event that the Company does not
obtain additional capital over the next twelve months, there may
be substantial doubt about its ability to continue as a going
concern and realize its assets and pay its liabilities as they
become due."

The Company reported a net loss of US$6.14 million on US$107,091
of research and development revenue for fiscal 2012, compared with
a net loss of US$4.88 million on US$501,814 of research and
development revenue for fiscal 2011.

The Company's balance sheet at Nov. 30, 2012, showed
US$2.47 million in total assets, US$4.24 million in total
liabilities, and a stockholders' deficit of US$1.77 million.

A copy of the Form 20-F is available at http://is.gd/ZV03eq

Intellipharmaceutics International Inc. is a pharmaceutical
company specializing in the research, development and manufacture
of novel and generic controlled-release and targeted-release oral
solid dosage drugs.


INTERFAITH MEDICAL: Donlin Recano OK'd as Administrative Agent
--------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Interfaith Medical Center,
Inc., to employ Donlin, Recano & Company, Inc. as administrative
agent pursuant to the terms and conditions of the Voting and
Consulting Services Agreement.

As administrative agent, Donlin Recano is expected to, among other
things:

   a) assist with, among other things, solicitation, balloting and
      tabulation and calculation of votes, as well as preparing
      any appropriate reports, as required in furtherance of
      confirmation of plan(s) of reorganization;

   b) generate an official ballot certification and testifying, if
      necessary, in support of the ballot tabulation results; and

   c) in connection with the balloting services, handle requests
      for documents from parties-in-interest, including, if
      applicable, brokerage firms and bank back-offices and
      institutional holders.

Colleen McCormick, chief operating officer of Donlin Recano, tells
the Court that prepetition, Donlin Recano received a $30,000
retainer in connection with the retention.

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

The Debtor filed a separate application to employ Donlin Recano as
claims and noticing agent.

                  About Interfaith Medical Center

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

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

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

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


INTERFAITH MEDICAL: Willkie Farr Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Interfaith Medical Center,
Inc., to employ Willkie Farr & Gallagher LLP under a general
retainer as bankruptcy counsel.

The Debtor retained WF&G in October 2011 to provide general advice
and assistance with regard to financial restructuring and, if
necessary, the preparation and commencement of the case.

In the Chapter 11 case, WF&G is expected to provide the legal
services as are necessary and requested by the Debtor in
connection with the case, including without limitation, providing
advice regarding bankruptcy, corporate, finance, litigation and
tax law relating to the Debtor's reorganization efforts.

The hourly rates of WF&G personnel are:

         Attorneys                    $330 to $1,130
         Paralegals                   $120 to $310

WF&G is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                  About Interfaith Medical Center

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

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

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

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




JEFFERSON COUNTY, AL: Creditors Push to Hike Sewer Rates
--------------------------------------------------------
Michael Connor, writing for Reuters, reported that Wall Street
creditors asked a U.S. judge overseeing America's biggest
municipal bankruptcy to knock down a legal hurdle keeping them
from pushing Alabama's Jefferson County for higher sewer rates to
service $3.14 billion of defaulted debt.

In testimony coming a day after county officials returned from
private talks with some creditors in New York, lawyers
representing banks, insurers and hedge funds questioned County
Manager Tony Petelos about procedures used by county officials to
set sewer rate increases in November, Reuters related.  Those
increases, totaling about 5.9 percent, were too low to pay
interest and principal on the sewer debt, according to the
creditors seeking an exemption to an automatic stay that bars
lawsuits during a federal Chapter 9 bankruptcy case, Reuters said.

JPMorgan Chase, Bank of New York Mellon and other creditors want
hikes of 22 percent or more and have requested that U.S.
Bankruptcy Judge Thomas Bennett permit them to pursue a lawsuit on
the rates in Alabama state court, according to Reuters.

County officials have said in legal papers that the November hike
would raise system revenue by $8.5 million a year and could be
followed by other increases as part of a settlement with
creditors, Reuters said.

Creditors have accused the county of keeping the sewer rates low
as a tactic to show lower revenue and eventually to win better
terms in any plan for exiting bankruptcy, Reuters further related.
The county has argued that the rate increases in November were
reasonable and that they were decided after an extended process
that included consulting experts in sewer fees.

Two of the county commissioners who okayed the November hikes,
Commission President David Carrington and Commissioner Jimmie
Stephens, met in New York with holders of the county's sewer
warrants, according to Reuters.  "The discussions were cordial,
comprehensive and substantive," the commissioners said in a
written statement. "At the end of the meeting, the participants
agreed that the meeting was beneficial and that additional
conversations would be held in the very near future."

Reuters said the commissioners declined to discuss details and did
not identify the creditors who were at the meeting. It was at
least the third closed-door session in recent months. Large sewer
debt creditors include hedge funds Brigade Capital Management LLC
and Fundamental Advisors LP.  The talks are aimed at developing a
plan of adjustment, which spells out the treatment of bondholders,
vendors and others owed money when Alabama's most populous county
exits Chapter 9.

So far no solution has emerged for the bankruptcy but one possible
template in the talks may be a 2011 terms sheet, which was
developed by some creditors and the county before the landmark
Chapter 9 filing, according to Reuters. It envisioned a $1 billion
reduction in county debt but was never implemented.

The pre-bankruptcy terms included three years of sewer rate hikes
of as much as 8.2 percent annually and a refinancing of about
$2.05 billion of county sewer warrants into a 40-year debt backed
by a pledge from Alabama's state government.

Now into a second year, the $4.23 billion bankruptcy filed by
Jefferson County in 2011 is closely tracked in America's $3.7
trillion tax free market for legal precedents that may weaken
bondholder safeguards.

                      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.


JESUS PADILLA: Arizona Judge Wants New Exit Plan for Cafe Owner
---------------------------------------------------------------
Secured creditor Deutsche Bank National Trust Co., as Trustee for
the Holders of the HSI Asset Securitization Corporation Trust
2007-HE1, succeeded in derailing confirmation of the Second
Amended Plan of Reorganization of Jesus Padilla, owner and
operator of a cafe in downtown Tucson, Arizona.

Amid the bank's objections, Judge James Marlar declined
confirmation of the Plan, as filed, and gave the Debtor 30 days to
file an Amended Plan, obtain a new plan confirmation date from the
Courtroom Deputy, and lodge a Form 13 Order approving the
Disclosure Statement and setting the plan confirmation hearing.

Deutsche Bank holds a secured claim and first lien on the Debtor's
residential rental property.  It filed a secured proof of claim in
the amount of $157,552.  The Second Amended Plan proposes to cram
down the claim to $50,000.

Although the Debtor arguably qualifies as a "small business
debtor," pursuant to 11 U.S.C. Sec. 101(51D), he did not check
that box on the petition and disputes that classification in these
proceedings.

A hearing on approval of the First Amended Disclosure Statement
was set for Oct. 16, 2012.  At the hearing, the Court determined
that additional information was needed.  The Court stated that
this was a "small business" and that the Disclosure Statement
would be "conditionally" approved, assuming the changes were made.

The Court set the plan confirmation date for November 29, 2012.

No order was thereafter lodged or issued with regards to approval
of the Disclosure Statement.  For lack of an order, and based on
the Court's "conditional" approval of the Disclosure Statement,
the Nov. 29, 2012 hearing was calendared as a "HEARING ON FINAL
APPROVAL OF DEBTOR'S DISCLOSURE STATEMENT AND CONFIRMATION OF
PLAN."

Meanwhile, on Nov. 2, 2012, the Debtor had filed a Second Amended
Disclosure Statement, which contained the required additional
information, and a Second Amended Plan.  Deutsche Bank objected to
the plan and voted to reject the plan.

Despite the fact that there was not yet any approval order entered
with regard to the Disclosure Statement, the Debtor's notice for
the Nov. 29th hearing was captioned "Order Establishing Bar Date
for Acceptance or Rejection of Plan and Setting Confirmation
Hearing."  The Certificate of Service was captioned as follows:
"Certificate of Service by Mail Re: Second Amended Disclosure
Statement[;] Second Amended Plan[;] Notice of Bar Date for Ballot
Return & of Confirmation Hearing[;] And Ballots to Eligible
Creditors."  There was no mention of the final approval of the
Disclosure Statement, nor was there an opportunity given for
filing objections to the Second Amended Disclosure Statement.

At the Nov. 29, 2012 hearing, the court subsequently continued the
hearing(s).

Deutsche Bank then filed its election notice under 11 U.S.C. Sec.
1111(b) on Dec. 10, 2012, in order to have its claim treated as
fully secured.

Judge Marlar ruled that Deutsche Bank's Notice of Election was
timely filed prior to conclusion of the hearing on approval of the
Disclosure Statement.  In the absence of an order either
conditionally or finally approving the Disclosure Statement, the
Court finds the position of Deutsche Bank to be better supported
by the facts and law, the judge said.

A copy of the Court's Jan. 30, 2013 Memorandum Decision is
available at http://is.gd/aCeA1Hfrom Leagle.com.

Jesus Padilla filed for Chapter 11 (Bankr. D. Ariz. Case No.
11-34514) in 2011.


KEN & ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ken & Associates, Inc.
        2081 Business center Drive, Suite 230
        Irvine, CA 92612

Bankruptcy Case No.: 13-10945

Chapter 11 Petition Date: January 31, 2013

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

Debtor's Counsel: Matthew Abbasi, Esq.
                  ABBASI & ASSOCIATES, P.C.
                  8889 West Olympic Boulevard, Suite 240
                  Beverly Hills, CA 90211
                  Tel: (310) 358-9341
                  Fax: (310) 358-9351
                  E-mail: matthew@anhlegal.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 16 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-10945.pdf

The petition was signed by Kenneth Gharib, president.


KOBRA PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kobra Properties, a California partnership
        3001 Lava Ridge Court #300
        Roseville, CA 95661

Bankruptcy Case No.: 13-21180

Chapter 11 Petition Date: January 30, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Paul A. Warner, Esq.
                  LAW OFFICES OF PAUL WARNER
                  3001 Lava Ridge Court #300
                  Roseville, CA 95661
                  Tel: (916) 746-0645

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/caeb13-21180.pdf

The petition was signed by Abolghassem Alizadeh, general partner.

Previous Chapter 11 filings by related entities, all in the
Eastern District of California:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
KEFS, LLC                              11-35250   06/20/11
Stoneview Office, LLC                  11-35257   06/20/11
Fairway Commons II, LLC                11-35255   06/20/11
Eureka Ridge, LLC                      11-35256   06/20/11
Kobra Petroleum I, LLC                 11-23348   02/10/11
Kobra Properties                       08-37271   11/25/08
Vernon Street Associates, LLC          08-37273   11/25/08
Kobra Preserve, LLC                    08-38105   11/25/08
Rocky Ridge Center, LLC                08-38105   12/09/08
Douglas Pointe, LLC                    09-32857   06/23/09
Sierra Valley Associates, Inc.         09-40212   09/18/09
Central Valley Food Service Inc.       09-40214   09/18/09


LA JOLLA: Provides Corporate Update at 2013 Word MoneyShow
----------------------------------------------------------
La Jolla Pharmaceutical Company announced that George Tidmarsh,
M.D., Ph.D., president and chief executive officer presented on
Jan. 31, 2013, at the 2013 Orlando World MoneyShow at the Gaylord
Palms Resort and Convention Center in Kissimmee Florida.  The
presentation was available to attendees and via live webcast at
MoneyShow.com.  As part of the presentation, Dr. Tidmarsh
presented detailed data from La Jolla's successful study which
tested GCS-100 in a preclinical model of NASH-HCC (non-alcoholic
steatohepatitis-hepatocellular carcinoma).  This study was
performed in collaboration with Setelic Institute in Tokyo, Japan.
Also, new information about the focus and direction of La Jolla
for the future was presented.  A video of the webcasted
presentation is available on MoneyShow.com.

                      Chronic Kidney Disease

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

                      Chronic Liver Disease

The National Institute of Diabetes and Digestive and Kidney
Diseases states that NASH affects between 7 million and 17.5
million Americans.  In addition, an estimated 5.5 million
Americans have chronic liver disease or cirrhosis.  Together
chronic liver disease and cirrhosis are currently the 12th leading
cause of death, accounting for approximately 27,000 deaths
annually, in the United States.  Chronic Liver disease affects
Americans of all ages and walks of life.

                             GCS-100

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

                    About La Jolla Pharmaceutical

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

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

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

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


LAND SECURITIES: Section 341(a) Meeting Scheduled for March 11
--------------------------------------------------------------
The U.S. Trustee will hold a meeting of creditors in the
bankruptcy case of Land Securities Investors, Ltd., on March 11,
2013, at 1:00 p.m. at the US Trustee Room C.

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.

Land Securities Investors, Ltd., filed a Chapter 11 petition
(Bank. D. Colo. Case No. 13-11167) on Jan. 29, 2013.  The petition
was signed by Alan R. Fishman, the Company's president.  Judge
Bruce Campbell presides over the case.  The Debtor estimated
assets and debts of $10,000,001 to $50,000,000.  Kutner Miller,
Brinen, P.C., serves as the Debtor's counsel.


LDK SOLAR: China Development Bank Approves $69.8 Million Loan
--------------------------------------------------------------
LDK Solar Co., Ltd., said China Development Bank Corporation has
recently approved a RMB 400,000,000 (approximately US$69.8
million) loan to finance the technology upgrade for the Mahong
Polysilicon Plant.

The financing will primarily be used to invest in
hydrochlorination technology, a critical technological improvement
necessary to significantly reduce the manufacturing cost of
silicon production at the plant.  LDK Solar plans to draw down the
loan as market conditions improve and the necessary equipment is
ready for its use.

To date, LDK Solar has invested over RMB 12,000,000,000
(approximately US$1.9 billion) in the Mahong Polysilicon Plant.
These investments have been the primary reason for LDK Solar's
high debt ratio.  LDK Solar remains focused on continued
investment in hydrochlorination technology and reducing the cost
of silicon production.

                           About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LDK SOLAR: Fulai Investments Owns 11.3% Ordinary Shares
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Fulai Investments Limited and Mr. Cheng Kin Ming
disclosed that, as of Jan. 21, 2013, they beneficially own
17,000,000 ordinary shares of LDK Solar Co., Ltd., representing
11.3% of the shares outstanding.  A cophy of the filing is
available at http://is.gd/vIktju

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LEHMAN BROTHERS: Bankruptcy Advisers' Fees Top $2 Billion
---------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reported that Lehman
Brothers Holdings Inc., which is still liquidating after exiting
court protection last year, paid advisers and managers $153.8
million in December, putting total fees over the $2 billion mark
in the more than four years since it filed for bankruptcy.

Bloomberg related that December's outlays included $84 million in
incentives for a plan that will pay creditors an average of 18
cents on the dollar, according to a Feb. 1 filing in U.S.
Bankruptcy Court in Manhattan. Restructuring firm Alvarez & Marsal
LLC, which runs the defunct investment bank, has made almost $583
million so far, including incentive payments, while lead
bankruptcy law firm Weil, Gotshal & Manges LLP has earned $454
million, the report pointed out.

Lehman creditors will receive a third payment in the period from
March 25 to April 30, according to a separate filing. U.S.
Bankruptcy Judge James Peck, in a signed order, on Feb. 1 approved
Lehman's request for a flexible schedule to pay creditors, the
report said. The defunct firm has so far paid creditors about 9
cents on the dollar, or half of the amount it expects to pay by
about 2016.

Lehman became the most expensive bankruptcy in U.S. history in
April 2010, when it topped the record $757 million tab for energy
trader Enron Corp.'s three-year liquidation, according to the
database of Lynn LoPucki, a bankruptcy-law professor at the
University of California, Los Angeles, Bloomberg said. Fees
surpassed $1 billion after 24-1/2 months in bankruptcy in October
2010.  Bloomberg noted that Enron's payback to general unsecured
creditors was about 53 percent, albeit with a long wait after it
came out of bankruptcy court in 2004.

                         Court Competition

The high fees result from competition among bankruptcy courts for
big cases, LoPucki, author of "Courting Failure: How Competition
for Big Cases Is Corrupting the Bankruptcy Courts" (University of
Michigan Press, 2005), said at the time, Bloomberg reported.
Judges don't often challenge payments to lawyers who bring in big
cases, because under current laws those lawyers are free to take
future cases to competing courts that won't question the fees, he
said.

Bloomberg noted that for post-bankruptcy work, Lehman last month
paid $34.8 million in fees, including $5.3 million for Alvarez &
Marsal and $3.8 million for Gleacher & Co. Fees through the March
6 exit from bankruptcy court reached about $1.9 billion, while
fees paid since March 7 totaled $160.8 million.

                       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: Calif. Court Nixes Schools' Bid to Recoup Losses
-----------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that a California
appeals court affirmed a lower court's ruling against a group of
school districts in the state claiming they lost $20 million
investing in funds managed by San Mateo County after the county
invested in notes issued by the now-collapsed Lehman Brothers
Holdings Inc.

A three-judge panel's ruling upended the school districts'
argument that the defendants violated the "prudent investor
standard" that relates to government investments by not
anticipating Lehman's collapse and by investing too much on Lehman
assets, the report said.

                       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: LBI Resolves Avoidance Claims vs. ICAP
-------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of Lehman Brothers Inc. pursuant to the Securities Investor
Protection Act of 1970, and the ICAP Entities have evaluated
transfers of $6,212,807 made by LBI and the Chapter 11 Debtors to
the ICAP Entities during the 90 days prior to the Petition Date to
determine whether the transfers constitute preferential transfers
subject to avoidance under Sections 547 and 550 of the Bankruptcy
Code.

The ICAP Entities are composed of ICAP Securities Ltd., ICAP
Capital Markets LLC, ICAP Corporates LLC, EBS Service Company
Ltd., Linkbrokers Derivatives Corporation, and TriOptima AB.

With respect to certain of the transfers comprising the Avoidance
Claim, the Chapter 11 Debtors assigned their rights to the
Trustee.  The ICAP Entities have denied that the transfers could
give rise to an Avoidance Claim and asserted that they possess
defenses to any avoidance proceedings commenced on account of the
transfers.

To avoid the expense and uncertainties of litigation and to
settle and compromise the Avoidance Claim, the Trustee and the
ICAP Entities entered into a settlement and release agreement
dated January 2, 2013.  The Trustee has determined that it is in
the best interests of the LBI Estate, its customers and creditors
that the Avoidance Claim be released subject to the payment to
the Trustee of $500,000 in the aggregate.

Under the parties' stipulation, the ICAP Entities will pay the
Settlement Amount in full within five business days from the
effective date of the stipulation.

                       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: Anderson Kill Represents Elliott, Essex
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Todd E. Duffy, Esq., at Anderson Kill & Olick, P.C., in
New York, disclosed that his firm appears in the liquidation
proceeding of the business of Lehman Brothers Inc. pursuant to
the Securities Investor Protection Act of 1970 on behalf of these
parties:

          Elliott Management Corporation
          40 West 57th Street
          New York, NY 10019

               - and -

          Essex Equity Management, LLC
          70 South Orange Avenue, Suite 105
          Livingston, NJ 07039

Each of the Parties may hold claims against and interests in
Lehman arising out of applicable agreements, law or equity
pursuant to their relationship with Lehman, Mr. Duffy says.  He
notes that the specific nature and amounts of the claims against
and interests in Lehman asserted by each of the Parties is set
forth in proofs of claim that they have filed in the SIPA
Proceeding.

Mr. Duffy assures the Court that his firm does not hold a claim
against Lehman.

                       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: Given Purported Exemption From Transfer Taxes
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. fostered no
opposition, allowing the bankruptcy judge to sign an order
providing that all future sales of property are exempt from
transfer taxes under Section 1146(a) of the Bankruptcy Code.

Mr. Rochelle notes that the ruling isn't insignificant because it
purports to clarify that no real estate transfer taxes need be
paid in the future as Lehman sells billions of dollars of property
for distribution to creditors.  Although no one objected, it
remains to be seen if taxing authorities in the future claim a
right to payment of transfer taxes, contending they didn't receive
notice before the judge ruled.

According to the report, the judge also gave flexibility in the
timing of distributions because Lehman intends on delaying the
March 30 distribution by 30 days to insure creditors receive the
more than $2.5 billion from completing the sale of apartment owner
Archstone Inc., Lehman's largest asset.

                       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)


LEXARIA CORP: Incurs $251,500 Net Loss in Fiscal 2012
-----------------------------------------------------
Lexaria Corp. filed on Jan. 29, 2013, its annual report for the
fiscal year ended Oct. 31, 2012.

MNP LLP, in Vancouver, Canada, expressed substantial doubt about
Lexaria Corp.'s ability to continue as a going concern.  The
independent accountants noted that the he Company had recurring
losses and requires additional funds to maintain its planned
operations.

The Company reported a net loss of US$251,508 on US$1.4 million of
revenue in fiscal 2012, compared with a net loss of US$538,226 on
$1.1 million of revenue in fiscal 2011.

The Company's balance sheet at Oct. 31, 2012, showed
US$4.2 million in total assets, US$1.8 million in total
liabilities, and stockholders' equity of US$2.4 million.

A copy of the Form 10-K is available at http://is.gd/3Z9bN8

Based in Vancouver, Canada, Lexaria Corp. was incorporated in the
State of Nevada on Dec. 9, 2004.  The Company is an exploration
and development oil and gas company currently engaged in the
exploration for and development of petroleum and natural gas in
North America.


LIBERACE FOUNDATION: To Pay Up to $1,000 Per Critical Vendor
------------------------------------------------------------
Liberace Foundation for the Creative Arts asks the U.S. Bankruptcy
Court for the District of Nevada for an order determining adequate
assurance for utilities and payment of critical vendors.

In furtherance of it business operations, the Debtor needs
continued electricity, gas, water, telephone, sewer, trash and
other similar services.  The Debtor utilizes the services of these
utilities:

   1. NV Energy
   2. Southwest Gas
   3. Las Vegas Valley Water District
   4. Clark County Water Reclamation and
   5. Republic Services

The Debtor also has critical vendors with balances owing at the
time of filing.  The critical vendors that the Debtor would like
to pay for prepetition services consist of:

   1. Century Link
   2. A.W. Farrell & Son, Inc.
   3. ADP
   4. ACME
   5. Anytime Locksmith
   6. Employer's Insurance Co. of Nevada
   7. L&S Air Conditioning and Heating
   8. Mojave Electricity
   9. Pitbull Pest Control
   10. Terminix International
   11. Plumbing Solutions of Nevada
   12. YESCO

The Debtor proposes to pay any critical vendors with prepetition
debt not exceed $1,000 per vendor.  Additionally, it is believed
that the majority of the prepetition debts are less than
$500 each.

                    About Liberace Foundation

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

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

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

No committee has been appointed or designated by the U.S. Trustee.


LIGHTHOUSE IMPORTS: Has Final Nod to Obtain $750,000 DIP Financing
------------------------------------------------------------------
On Dec. 27, 2012, the Bankruptcy Court granted Lighthouse Imports,
LLC, final authorization: (i) to obtain post-petition financing of
up to $750,000 from World Omni Financial Corp. ("WOFCO") and (ii)
to use cash collateral through the date of the continued hearing
scheduled for Feb. 6, 2013.

As of Oct. 1, 2012, the Debtor's loan obligations to WOFCO
aggregated in excess of $22,790,157.74, plus certain other fees,
prepayment premiums and costs (including other attorneys' fees and
costs) and other amounts owing under the WOFCO Loan Documents.
These obligations are secured by first priority security interests
and liens in the personal property assets of the Debtor and
related proceeds from the operation of the Toyota dealership.

All Loans made by WOFCO to the Debtor after the Filing Date and
prior to, on or after the date of this Final Order, together with
all interest, fees, will:  (i) have priority over any and all 11
U.S.C. Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a),
507(b) and 726, and (ii) be secured by first priority liens and
security interests, in all of the Debtor's property, excluding
proceeds from actions pursuant to Chapter 5 of the Bankruptcy
Code, and all of the Debtor's existing and future acquired
property and interests.

The term of the Floor Plan Loan Agreement and Credit Facility
authorized by this Final Order will be for a period commencing on
the date of this Order and will continue in full force and effect
for a term ending on the earliest occurrence of any of the
Termination Events as set forth in the Order.

Proceeds of the Floor Plan Loan Agreement will be used solely for
the purchase of new and used motor vehicles for sale in the
ordinary course of business of the Debtor, while proceeds of the
Credit Facility will be used solely in accordance with the
Budget or as agreed in writing by WOFCO, and will be only with the
express prior approval of WOFCO in each instance.

A copy of the Final DIP Financing and Cash Collateral Order is
available at http://bankrupt.com/misc/lighthouseimports.doc80.pdf

                     About Lighthouse Imports

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

Joseph J. Luzinski, senior vice president in the Miami office of
Development Specialists, Inc., serves as Chief Restructuring
Officer of the Debtor.

The Debtor operates a franchised Toyota motor vehicle dealership
on real property owed by LHT Real Estate, LLC, an entity
affiliated  with the Debtor.


LIGHTHOUSE IMPORTS: Approved to Pay Claims of Critical Vendors
----------------------------------------------------------------
The U.S. bankruptcy Court for the Middle District of Florida
authorized Lighthouse Imports, LLC, to pay customer refunds,
employee prepetition bonuses, and critical vendors in an amount
not to exceed $308,792; and continue prepetition practices with
critical vendors.

The Debtor, in its motion stated that payments to customers are
for refunds as warranty cancellations and tag refunds occurring
prepetition.  These payments are approximately $5,500.

The Court also ordered that all the vendors who receive payments
will return to prepetition payment terms in return for the
critical vendor payments.  No other prepetition vendors are to be
paid.

                     About Lighthouse Imports

Based in St. Augustine, Florida, Lighthouse Imports, LLC, dba
Toyota of St. Augustine, filed for Chapter 11 protection on
Oct. 24, 2012 (Bankr. M.D. Fla. Case No. 12-14459).  Judge Karen
S. Jennemann presides over the case.  R. Scott Shuker, Esq., at
Latham Shuker Eden & Beaudine, LLP, represents the Debtor.

The Debtor disclosed $9,864,450 in assets and $24,727,794 in
liabilities as of the Chapter 11 filing.


LIGHTSQUARED INC: Feb. 6 Hearing on More Plan Exclusivity
---------------------------------------------------------
The hearing to consider LightSquared Inc.'s motion seeking a
further extension of its exclusive periods to propose a plan has
been continued to Feb. 6, 2013, at 12:00 p.m.

The Debtor was originally scheduled to seek approval at a hearing
on Jan. 31, 2013, of an extension of its exlusive period to
propose a Chapter 11 plan until May 31, 2013, and the period to
solicit acceptances of that plan until July 31.

According to the Debtors:

   -- Pursuant to the 2010 FCC Change of Control Order, they were
      subject to certain network build-out and coverage milestones
      requiring, among other things, that they construct a
      terrestrial broadband network capable of providing coverage
      to at least 100 million Americans by Dec. 31, 2012.

   -- At the time the Chapter 11 cases were initiated, the only
      "solution" to the GPS concerns that formally had been
      proposed was to indefinitely suspend the FCC authorizations
      on which the Debtor's terrestrial broadband network is
      premised.

   -- The Debtor has made substantial and tangible progress on a

      regulatory resolution that will permit it to deploy a 4G
      terrestrial wireless network.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.


LITTLE VALLEY: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Little Valley Developers, Sunol, LLC
        P.O. Box 610
        Sunol, CA 94586

Bankruptcy Case No.: 13-40552

Chapter 11 Petition Date: January 31, 2013

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

Judge: M. Elaine Hammond

Debtor's Counsel: Chris D. Kuhner, Esq.
                  KORNFIELD, NYBERG, BENDES AND KUHNER, P.C.
                  1970 Broadway #225
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  E-mail: c.kuhner@kornfieldlaw.com

Scheduled Assets: $6,003,532

Scheduled Liabilities: $3,857,047

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/canb13-40552.pdf

The petition was signed by Antoine Meo, managing partner.


LOCATION BASED TECHNOLOGIES: Further Amends Current Report
----------------------------------------------------------
Location Based Technologies, Inc., filed a second amendment to its
current report on Form 8-K which was originally filed on Jan. 15,
2013, to amend and restate Items 4.01, 4.02 and 9.01 in response
to certain comments on Amendment No. 1 to the original filing
raised by the Securities and Exchange Commission.

Item 4.01  Changes in Registrant's Certifying Accountant.

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

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

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

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

The Company's financial statements as of Aug. 31, 2012, and 2011
and for the fiscal years then ended were audited by Comiskey.
Comiskey's report on the Company's financial statements as of
Nov. 26, 2012, did not contain an adverse opinion, a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles, except for the addition of an
explanatory paragraph regarding the Company's ability to continue
as a going concern.

During the fiscal years ended Aug. 31, 2011, and Aug. 31, 2012,
and through the date of discontinuance of Comiskey's engagement as
the Company's independent registered public accounting firm, there
were no disagreements with Comiskey on any matter of accounting
principles or practices, financial statement disclosure, auditing
scope or procedure, which disagreements, if not resolved to the
satisfaction of Comiskey, would have caused it to make reference
to the subject matter of the disagreement in its reports on our
financial statements for those periods.

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

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

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

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

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

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

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

The net effect of the restatement was a positive impact on the
Company's income statement and balance sheet.

In the 10-K/A, no other changes were made to the Original Form 10-
K, and the 10-K/A does not reflect any subsequent events occurring
after the filing date of the Original Form 10-K or modify or
update any other disclosures made in the Original Form 10-K.

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

The Company's balance sheet at Nov. 30, 2012, showed $4.72 million
in total assets, $7.35 million in total liabilities and a $2.62
million total stockholders' deficit.


LODGENET INTERACTIVE: Keeps Leonard Street as Outside Counsel
-------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliated debtors seek
authorization from the Bankruptcy Court to employ Leonard, Street
and Deinard Professional Association, as special counsel to
represent and advise the Debtors in connection with, among other
things, all general corporate law and governance matters, finance
matters, compliance with securities laws, general employment and
benefits and compensation matters, intellectual property matters,
and contract disputes, complaints and other litigated matters to
the extent necessary.

Leonard Street has served as primary outside counsel to the
Debtors for over 15 years.  Leonard Street has prepared and is
familiar with LodgeNet Interactive filings with the U.S.
Securities and Exchange Commission.  Leonard Street is also
familiar with the Debtors' intellectual property assets and
negotiations and litigated matters in connection thereto, as well
as the Debtors' benefits, employment and compensation policies.
Leonard Street is currently representing LodgeNet Interactive, as
appellee, before the United States Court of Appeals for the
Eleventh Circuit, following William H. Corning's appeal of the
dismissal of his ADA complaint and award of costs to LodgeNet
Interactive.  Leonard Street is also frequently asked to represent
the Debtors in other contract disputes and litigated matters.

The Debtors and Leonard Street have agreed that the firm will be
paid for services rendered based on its hourly rates that are in
effect from time to time, and will be entitled to reimbursement
for all actual and necessary out-of-pocket expenses in accordance
with its customary reimbursement policies.

Leonard Street has further informed the Debtors that the current
hourly billing rates for the firm's professionals range from:

         Category Billing           Range
         ----------------           -----
         Shareholder             $350 to $621
         Associate               $250 to $391
         Of Counsel              $330 to $483
         Staff Attorney          $225 to $334
         Paralegal               $180 to $374

To the best of the Debtors' knowledge, Leonard Street does not
represent or hold any interest adverse to the Debtors or their
estates with respect to the matters as to which Leonard Street is
to be employed.

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

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

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

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

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


LODGENET INTERACTIVE: Seeks to Pay $6.75MM to Critical Vendors
--------------------------------------------------------------
In the ordinary course of business LodgeNet Interactive
Corporation and its affiliated debtors buy goods from and utilize
the services of a number of equipment vendors, independent
contractors, and common carriers in order to provide a variety of
satellite-delivered interactive programming and internet
connectivity services.  The goods and services provided by these
parties are critical to the Debtors' ability to provide services
to their customers.

Accordingly, the Debtors sought entry of:

  (1) an interim order authorizing the Debtors to pay, in the
      exercise of their sound business judgment and in an
      aggregate amount not to exceed $3.5 million, some or all of
      the prepetition obligations of certain programming
      providers, equipment vendors, independent contractors, and
      common carriers.

  (2) a final order authorizing the Debtors to pay, in the
      exercise of their sound business judgment and in an
      aggregate amount not to exceed $6.75 million, some or all of
      the prepetition obligations of those programming providers,
      equipment vendors, independent contractors, and common
      carriers.

  (3) an order authorizing the Debtors to continue performance of,
      and honor obligations under, certain prepetition consignment
      arrangements.

To receive payment, the vendors, and independent contractors and
common carriers will be required to agree, in writing, to continue
to supply goods or services to the Debtors for a minimum of six
months on commercial terms and conditions substantially similar to
those available to the Debtors in the 12 months prior to the
Petition Date.

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

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

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

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

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


LODGENET INTERACTIVE: Citigroup Had 7.7% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Citigroup Global Markets Inc., Citigroup
Financial Products Inc. and Citigroup Global Markets Holdings Inc.
disclosed that, as of Dec. 31, 2012, they beneficially own
2,225,679 shares of common stock of LodgeNet Interactive
Corporation representing 7.7% of the shares outstanding.
Citigroup previously reported beneficial ownership of
1,743,485 common shares or a 6.5% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/ba2Mbh

                         About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

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

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

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

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


LODGENET INTERACTIVE: Seeks to Limit Trading to Preserve NOLs
-------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliated debtors seek
approval from the Bankruptcy Court to establish procedures to
protect the potential value of their consolidated net operating
loss carryforwards -- NOLs -- and certain other tax attributes by
restricting certain transfers of equity securities in the Debtors.

The proposed procedures are applicable to the equity securities of
LodgeNet.  Moreover, the relief requested is narrowly tailored to
only restrict trading that could jeopardize LodgeNet's NOLs. Other
trading will not be affected.

The Debtors estimate that they have incurred, for U.S. federal
income tax purposes, consolidated NOLs in an approximate amount of
$630 million.

Sections 382 and 383 of the Tax Code limit a corporation's use of
its NOLs and certain other tax attributes to offset future income
or tax after the corporation experiences an "ownership change."
Unrestricted trading of shares could adversely affect the Debtor's
NOLs if (a) too many 5% or greater blocks of stock are created, or
(b) too many shares are added to or sold from those blocks.

At least 21 calendar days prior to the proposed date of any
transfer of equity securities that would result in an entity
becoming a substantial equity holder (owner of 4.5% of the total
outstanding shares), the entity must file with the Court a notice
of intent to purchase shares.  Substantial equity holders
intending to dispose of shares that would result in a person or
entity ceasing to be a substantial equity holder, the entity must
file a notice of intent to sell 21 days before the proposed date
of the transaction.

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

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

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

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

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


LSP ENERGY: Seeks to Keep Control Over Chapter 11 Case
------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that LSP
Energy is seeking to keep control over its bankruptcy case while
it works to win court approval of its plan to divide up the
proceeds of the $272.6 million sale of its Mississippi power
plant.

The TCR, citing Bloomberg News' Bill Rochelle, reported Jan. 8,
2013 that LSP Energy filed a proposed liquidating Chapter 11 plan
that calls for full payment in cash to holders of $221.3 million
in secured bonds.  As the result of a settlement on the
bondholders' additional claim for premature payment, the holders
will receive 15% of the $80 million make-whole claim.  Unsecured
creditors with $32 million in claims are slated for a 43%
recovery, according to the disclosure statement.

                         About LSP Energy

LSP Energy Limited owns and operates an electricity generation
facility located in Batesville, Mississippi.  The facility
consists of three gas-fired combined cycled electricity generators
with a total generating capacity of approximately 837 magawatts
and is electrically interconnected into the Entergy and Tennessee
Valley Authority transmission systems.

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Debtor has completed the sale of its 837-megawatt electric
generating plant in Batesville, Mississippi, to South Mississippi
Electric Power Assn. for $272.6 million.


MALUHIA DEV'T: Hearing on Plan Disclosures Continued to Feb. 7
--------------------------------------------------------------
The Bankruptcy Court has continued to Feb. 7, 2013, at 1:30 a.m.
the hearing to consider the approval of the disclosure statement
submitted by Maluhia Development Group, LLC, in support of its
Chapter 11 Plan of Reorganization dated July 6, 2012.

According to the Disclosure Statement dated July 6, 2012, the Plan
provides for a reorganization of all liabilities owed by Debtor.
The Reorganized Debtor will prosecute the Huang Arbitration and
Maui Builders Litigation from proceeds to be received by PRM
Realty Group, LLC and Peter R. Morris as exit financing for their
plans of reorganization.

The Debtor proposed this treatment of claims:

   -- The claim of Maui Self Storage will be paid by the
      reorganized debtor, up to the allowed amount of the claim,
      plus interest at the rate of 4.5% per annum accrued thereon
      within five years of the effective date from the proceeds
      from the sale of House 10 FF&E or the proceeds of the Huang
      Arbitration or the Maui Builders Litigation.

   -- The claim of Puritan Finance Corporation will be treated as
      a fully Secured Claim in an amount to be determined by the
      Bankruptcy Court at the Confirmation Hearing, or as
      otherwise agreed to prior to the hearing by the Debtor and
      Puritan.

   -- Creditors holding allowed general unsecured claims will
      receive 100% of their allowed claims from the proceeds from
      the sale of House 10 FF&E or the proceeds of the Huang
      Arbitration and/or the Maui Builders Litigation, after
      Equity Owner Peter Morris will retain his interest in
      Debtor, in exchange for providing for funding of the Plan
      and his commitment to use his skill, effort, and experience
      to prosecute the Huang Arbitration and the Maui Builders
      Litigation.

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

                     About Maluhia Development

Chicago, Illinois-based Maluhia Development Group, LLC, dba MDG,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case
No. 10-30475) on Jan. 21, 2010.  Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., assists the Company in its restructuring
effort.  The Debtor disclosed $14,734,422 in assets and
$16,643,988 in liabilities as of the Chapter 11 filing.


MARICOPA MANOR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Maricopa Manor Business Center, LLC
        P.O. Box 641
        Maricopa, AZ 85139

Bankruptcy Case No.: 13-01437

Chapter 11 Petition Date: January 31, 2013

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.com

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

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

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

The petition was signed by Edward J. Farrell, managing member.


MARKETING WORLDWIDE: CDM Capital Discloses 13% Equity Stake
-----------------------------------------------------------
CDM Capital, LLC, disclosed in a Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Jan. 25, 2013, it
beneficially owns 150,000,000 shares of common stock of Marketing
Worldwide Corporation representing 13% of the shares outstanding.
A copy of the filing is available for free at:

                        http://is.gd/zgmPxv

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

Marketing Worldwide incurred a net loss of $11.11 million for the
year ended Sept. 30, 2012, compared with a net loss of $2.27
million during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


MARKETING WORLDWIDE: Zenetek Discloses 13% Equity Stake
-------------------------------------------------------
Zenetek, LLC, filed a Schedule 13G with the U.S. Securities and
Exchange Commission, disclosing that, as of Jan. 25, 2013, it
beneficially owns 150,000,000 shares of common stock of
Marketing Worldwide Corporation representing 13% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/ByjcSK

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

Marketing Worldwide incurred a net loss of $11.11 million for the
year ended Sept. 30, 2012, compared with a net loss of $2.27
million during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


MCCLATCHY CO: Morgan Stanley Holds 9% of Class A Shares
-------------------------------------------------------
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 5,516,303 shares of Class A Common
Stock of McClatchy Co representing 9% of the shares outstanding.
Morgan Stanley previously reported beneficial ownership of
3,075,135 Class A shares as of April 10, 2012.  A copy of the
amended filing is available at http://is.gd/K7z16w

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).


The Company's balance sheet at Sept. 23, 2012, showed
$2.88 billion in total assets, $2.67 billion in total liabilities,
and $210.29 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MDU COMMUNICATIONS: Amends 2012 Annual Report to Add Part III
-------------------------------------------------------------
MDU Communications International, Inc., has amended its annual
report for the fiscal year ended Sept. 30, 2012, solely to furnish
the required Part III.  MDU Communications has postponed the
filing of its proxy statement, which was to have provided the Part
III information forward incorporated by reference into the Form
10-K.  Therefore, to comply with regulations, MDU Communications
is required to file this amendment.  No other changes have been
made to the original Form 10-K.

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

                         http://is.gd/s6xJZa

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$19.7 million in total assets, $32.3 million in total liabilities,
and a stockholders' deficit of $12.6 million.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MEDICURE INC: Had C$493,000 Net Loss in Fiscal Q2 2013
------------------------------------------------------
Medicure Inc. reported its results from operations for the quarter
ended Nov. 30, 2012.

Total net revenue for the three months ended Nov. 30, 2012, was
C$721,000 compared to C$2.2 million for the three months ended
Nov. 30, 2011, and C$667,000 for the previous quarter ended
Aug. 31, 2012.  Net revenue from the sale of AGGRASTAT finished
product for the three months ended Nov. 30, 2012, was C$721,000
compared to C$792,000 for the same quarter last year and C$667,000
for the previous quarter ended Aug. 31, 2012.

Net loss for the quarter was C$493,000 or $0.04 per share,
compared to net income of $1.1 million or $0.09 per share in the
same quarter a year ago and a net loss of C$297,000 or $0.02 for
the previous quarter.  The net income in the previous year quarter
primarily relates to a C$1.5 million sale of unfinished AGGRASTAT.

At Nov. 30, 2012, the Company had cash totalling C$248,000
compared to C$1.1 million as of May 31, 2012.  Cash flows used in
operating activities for the three months ended Nov. 30, 2012,
were C$178,000, compared to cash flows from operating activities
of C$1.3 million for the three months ended Nov. 30, 2011.

A copy of the press release is available at:

                       http://is.gd/4iiYx7

                       About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.

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


MEDIA GENERAL: Reports $17.6 Million Net Income in Fourth Quarter
-----------------------------------------------------------------
Media General, Inc., reported net income of $17.63 million on
$108.65 million of station revenue for the 14 weeks ended Dec. 31,
2012, compared with a net loss of $3.30 million on $77.88 million
of station revenue for the 13 weeks ending Dec. 25, 2011.

For the fiscal year ended Dec. 31, 2012, the Company incurred a
net loss of $193.41 million on $359.72 million of station revenue,
a net loss of $74.32 million on $280.61 million of station revenue
for the fiscal year ended Dec. 25, 2011, and a net loss of $22.63
million on $304.79 million of station revenue for the fiscal year
ended Dec. 26, 2010.

The Company's balance sheet at Dec. 31, 2012, showed $773.42
million in total assets, $949.64 million in total liabilities and
a $176.22 million stockholders deficit.

George L. Mahoney, president and chief executive officer of Media
General, said, "Media General had an exceptional fourth quarter,
marked by 40% revenue growth.  Record Political advertising was
$30 million. Core Local and National advertising revenues,
excluding Political, increased 4%.  Media General was particularly
well positioned to maximize Political advertising opportunities,
with six of our stations located in four of the key battleground
states.  Broadcast cash flow in the fourth quarter was $50.4
million, with a margin of 46%," said Mr. Mahoney.

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

                        http://is.gd/2nLsEm

                        About Media General

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

                           *     *     *

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

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

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


METRO FUEL: Ch. 11 Case Running on Fumes, Bank Says
---------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that New York Commercial
Bank pressed a bankruptcy court to convert the Chapter 11 case of
Metro Fuel Oil Corp. to a Chapter 7 case, arguing the Brooklyn-
based fuel supplier had virtually no chance of reorganizing or
repaying a $41.3 million debt.

Metro Fuel has failed to negotiate a sale of its business while
racking up $12 million in post-petition debt and $5 million in
postpetition losses, the bank said in a New York bankruptcy court
filing, the report related.

                         About Metro Fuel

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

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

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

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

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


METEX MFG: Caplin & Drysdale Approved as Committee's Counsel
------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Metex Mfg.
Corporation formerly known as Kentile Floors, Inc., to retain
Caplin & Drysdale, Chartered, as its counsel.

The hourly rates of the Caplin & Drysdale professionals who are
expected to serve the Committee are:

         Elihu Inselbuch, member               $1,000
         Peter Van N. Lockwood, member           $955
         Ann C. McMillan, member                 $660
         Jeffrey A. Liesemer, member             $565
         Rita C. Tobin, of counsel               $545
         Andrew J. Sackett, associate            $420
         Ann M. Weber, associate                 $295
         Sara Joy DelSavio, paralegal            $230
         Eugenia Benetos, paralegal              $230
         Zachary D. Orsulak, paralegal           $215

         Members and Senior Counsel          $485 - $1,120
         Of Counsel                          $400 -   $545
         Associates                          $250 -   $475
         Paralegals                          $215 -   $230

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

Caplin & Drysdale served as counsel to the ad hoc committee of
three law firms that represented the largest number of holders of
asbestos-related claims against the Debtor, and a representative
of future asbestos personal injury claimants in connection with
the negotiations and the development of the Prepackaged Plan.
                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case


METEX MFG: Lawrence Fitzpatrick OK'd as FCR's Legal Representative
------------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York approved the appointment of Lawrence
Fitzpatrick, Esq., as legal representative for future claimants in
the Chapter 11 cases of Metex Mfg. Corporation.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
future asbestos claimants are individuals who do not currently
hold asbestos claims against the Debtor but are expected to assert
asbestos claims in the future.

The Debtor explained that the appointment of a future claimants'
representative is necessary to represent the interests of future
claimants and ensure that the relief sought through any plan of
reorganization in the case comports with due process and fairness.

Mr. Fitzpatrick agreed to be compensated at the rate of $420 per
hour, subject to upward annual adjustments that may be made at the
beginning of each calendar year.

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

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case


METEX MFG: Young Conaway Approved as FCR Counsel
------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorized Lawrence Fitzpatrick, the
future claimants' representative for future claimants in the
Chapter 11 case of Metex Mfg. Corporation, to employ Young Conaway
Stargatt & Taylor, LLP as attorneys.

The hourly rates of Young Conaway's personnel are:

         Edwin J. Harron, partner               $650
         Daniel F.X. Georghan, partner          $570
         Sara Beth A.R. Kohut, associate        $390
         Chad Corazza, paralegal                $140

To the best of FCR Legal Representative's knowledge, Young Conaway
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's cas


MF GLOBAL: U.K. Settlement Brings 82% for Foreign Customers
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the MF Global Inc. brokerage won approval from the
bankruptcy judge for a settlement with U.K. affiliate MF Global UK
Ltd.

According to the report, including a settlement with the broker's
parent, MF Global Holdings Ltd., domestic futures customers can
expect a 93% recovery, MF Global trustee James Giddens said in a
court filing.  For customers trading futures on foreign exchanges,
distributions will range between 75% and 82%, Mr. Giddens said.
Customers with claims on securities should be paid in full.

The report notes that although there were no objections to the
settlement, U.S. Bankruptcy Judge Martin Glenn wrote an 11-page
opinion laying out details of the complex accord and concluding
that it "is beneficial for the estate and fully satisfies the
standards for approving settlements."

The settlement between the MF Global broker and the holding
company parent will be approved separately.  Judge Glenn on Jan.
31 also authorized Mr. Giddens to make additional distributions to
customers based on the settlement.  The initial distribution to
domestic customers will be 81%, with 18% for foreign accounts and
60% for securities accounts, Mr. Giddens said in a court filing.

Mr. Giddens previously said the settlement most benefits U.S.
customers who traded on foreign exchanges.  The settlement
provides for Mr. Giddens immediately to receive $291 million, with
payments from the U.K. broker ultimately totaling between
$500 million and $600 million.

                          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.


MICHAELS STORES: Amends Credit Agreement with Deutsche, et al.
--------------------------------------------------------------
Michaels Stores, Inc., as borrower, Deutsche Bank AG New York
Branch, as administrative agent and collateral agent, the other
lenders party thereto and Barclays Bank PLC, Credit Suisse
Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley Senior Funding, Inc., and Wells Fargo
Securities, LLC, as co-documentation agents, and Deutsche Bank
Securities Inc. and the Co-Documentation Agents, as co-lead
arrangers and joint bookrunners, entered into an Amended and
Restated Credit Agreement to amend various terms of the Company's
credit agreement, dated as of Oct. 31, 2006, as amended, for its
senior secured term loan facility.

The Restated Term Loan Credit Facility provides for senior secured
financing of $1,640 million.  The Company has the right under the
Restated Term Loan Credit Facility to request additional term
loans in an aggregate amount of up to (a) $500 million and (b) at
the Company's option, an amount of term loans so long as the
Company's Consolidated Secured Debt Ratio is no more than 3.25 to
1.00 on a pro forma basis as of the last day of the most recently-
ended four fiscal quarter-period for which internal financial
statements are available.  The lenders under the Restated Term
Loan Credit Facility will not be under any obligation to provide
any such additional term loans, and the incurrence of any
additional term loans is subject to customary conditions
precedent.

Borrowings under the Restated Term Loan Credit Facility bear
interest at a rate per annum equal to, at the Company's option,
either (a) a base rate determined by reference to the highest of
(1) the prime rate of Deutsche Bank, (2) the federal funds
effective rate plus 1/2 of 1% and (3) a Eurocurrency rate, subject
to certain adjustments, plus 1%, or (b) a Eurocurrency rate,
subject to certain adjustments, in each case plus an applicable
margin.  The applicable margin is 1.75% with respect to base rate
borrowings and 2.75% with respect to Eurocurrency rate borrowings.
In addition, the applicable margin is subject to a 0.25% decrease
based on the Company's Consolidated Secured Debt Ratio.

The Restated Term Loan Credit Facility requires the Company to
prepay outstanding term loans with (x) 100% of the net proceeds of
any debt issued by the Company or its subsidiaries (with
exceptions for certain debt permitted to be incurred under the
Restated Term Loan Credit Facility) and (y) 50% (which percentage
will be reduced to 25% if the Company's Consolidated Total
Leverage Ratio (as defined in the Restated Credit Agreement) is
less than 6.00:1.00 and will be reduced to 0% if the Company's
Consolidated Total Leverage Ratio is less than 5.00:1.00) of the
Company's annual Excess Cash Flow.

The Company must offer to prepay outstanding term loans at 100% of
the principal amount to be prepaid, plus accrued and unpaid
interest, with the proceeds of certain asset sales or casualty
events under certain circumstances.

The Company may voluntarily prepay outstanding loans under the
Restated Term Loan Credit Facility at any time without premium or
penalty other than in the case of a Repricing Transaction
occurring prior to the first anniversary of the closing date, in
which case a 1% prepayment fee would apply, and customary
"breakage" costs with respect to Eurocurrency rate loans.

The Company is required to make scheduled quarterly payments, each
equal to 0.25% of the original principal amount of the term loans,
subject to adjustments relating to the incurrence of additional
term loans under the Restated Term Loan Credit Facility, for the
first six years and three quarters, with the balance paid on
Jan. 28, 2020; provided, however, that the Maturity Date of the
term loans will automatically become July 28, 2018, if as of
July 28, 2018, (i) the Consolidated Secured Debt Ratio is greater
than 3.25:1.00 and (ii) the then aggregate outstanding principal
amount of the Company's 7 3/4% Senior Notes due 2018 (and certain
refinancings thereof requiring principal payments prior to
April 28, 2020) exceeds $250,000,000.

The Restated Term Loan Credit Facility modified certain covenant
baskets.  In addition, the Restated Term Loan Credit Facility
contains certain customary representations and warranties,
affirmative covenants and provisions relating to events of
default.

The proceeds of the Restated Term Loan Credit Facility were used,
or will be used, among other things, to (i) prepay an aggregate
principal amount of $876 million of the Company's B-2 Term Loans
and $619 million of the Company's B-3 Term Loans under the
Existing Term Loan Credit Facility and (ii) fund the redemption,
on Feb. 27, 2013, of an aggregate principal amount of $137 million
of the Company's 11 3/8% Senior Subordinated Notes due 2016
pursuant to a notice of redemption issued to the holders of such
notes on Jan. 28, 2013.

Certain lenders under the Restated Term Loan Credit Facility have
engaged in, or may in the future engage in, transactions with, and
perform services for, the Company and its affiliates in the
ordinary course of business.

A copy of the Amended and Restated Credit Agreement is available
at http://is.gd/NlxXi9

                        About Michaels Stores

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

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

                           *     *     *

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

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


MICROSEMI CORP: Moody's Affirms 'Ba2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Microsemi Corp.'s Ba2 Corporate
Family Rating and Senior Unsecured Debt rating and the Ba3-PD
Probability of Default Rating following Microsemi's announced plan
to extend the maturity of its Senior Secured Lien Credit
Facilities to February 2020. The amendment will also remove the
term loan's two financial maintenance covenants, though these
covenants will apply if the $50 million revolver is drawn. The
amendment is credit positive due to the extension of maturity and
lower interest rate. The outlook is stable.

The following ratings were affirmed:

Corporate Family Rating of Ba2

Probability of Default Rating of Ba3-PD

Speculative Grade Liquidity Rating of SGL-2

Senior Secured Term Loan due 2018, Ba2 (LGD3, 32%)

The outlook is stable.

Ratings Rationale:

The Ba2 CFR reflects Microsemi's strong market position across its
high-performance analog and mixed-signal portfolio, plus its high-
margin business model and good cash flow generation due to its
fab-lite manufacturing strategy. This is offset, however, by
Microsemi's willingness to use debt to fund relatively large sized
acquisitions as evidenced by the Zarlink and Actel acquisitions.

Moody's believe that over the intermediate term Microsemi will
seek sizable targets to increase scale and expand into higher
growth semiconductor end markets. The rating recognizes
Microsemi's small scale compared to its analog semiconductor peers
and considers the Microsemi's exposure to the highly cyclical
semiconductor sector and the ongoing challenges to sustain a
pipeline of design wins against strong competitors.

Moody's anticipates that Microsemi will maintain a highly variable
cost structure, good operating expense discipline through business
cycles and generate solid free cash flow given its high-margin
profile and low capital intensity. The rating also recognizes
Microsemi's product and end market diversification and
acknowledges Microsemi's favorable business mix including de-
emphasis on more cyclical consumer electronics markets; and
increasing focus on potentially higher-growth enterprise
networking, industrial and medical markets.

The stable rating outlook reflects Microsemi's increasingly
diversified integrated circuit portfolio in which Microsemi is
either the sole or the principal supplier, and Moody's expectation
that Microsemi will continue to move up the value chain by
increasing board-level and system-level IC content in its
customers' electronic system platforms.

Reflecting the slowing economy, Moody's expects low single digit
organic revenue declines over the near term. Nevertheless, the
rating agency expects Microsemi to continue to generate healthy
free cash flow growth and to direct some of this FCF to debt
repayment, such that FCF to debt (Moody's adjusted) increases to
the upper teens over the near term.

The rating could be upgraded if Microsemi grows organically at a
rate exceeding the market, while expanding gross margins. That is,
Moody's would expect evidence of growing market share accompanied
by pricing power portfolio, which would indicate a strong product
portfolio. Also, Moody's expects that Microsemi would balance the
interests of shareholders and creditors. The rating agency would
expect Microsemi to deleverage through both EBITDA expansion and
debt repayment such that debt to EBITDA (Moody's adjusted) will be
sustained below 2.5x.

The ratings could be downgraded if Microsemi experienced market
share erosion with revenues growing more slowly than the industry
as a result of loss of technological leadership, integration
challenges from acquisitions. The rating could also be lowered if
Microsemi experienced reduced profitability resulting in adjusted
EBITDA margins below 20% on a sustained basis. Adjusted free cash
flow to debt below 10% or adjusted total debt to EBITDA above 4x
for an extended episode could also result in negative ratings
pressure.

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

Microsemi, based in Aliso Viejo, California, supplies high-
performance analog (HPA) and mixed signal integrated circuits as
well as high reliability discrete semiconductors targeted to the
defense and security, aerospace, enterprise and communication, and
industrial and alternative energy end markets.


MOMENTIVE SPECIALTY: Reports Preliminary Results of Tender Offer
----------------------------------------------------------------
Pursuant to its previously announced tender offer and consent
solicitation, Momentive Specialty Chemicals Inc., received tenders
from the holders of $89,000,000 aggregate principal amount, or
approximately 74.37% of the outstanding amount, of the Second-
Priority Senior Secured Floating Rate Notes due 2014 of its
wholly-owned subsidiaries, Hexion U.S. Finance Corp. and Hexion
Nova Scotia Finance, ULC, by the early tender payment deadline,
Jan. 30, 2013, at 5:00 p.m., New York City time.  As a result, the
requisite consent of holders of the Notes was obtained, and the
Issuers and Wilmington Trust, National Association, as trustee
under the indenture governing the Notes, plan to enter into a
supplemental indenture implementing the proposed amendments to the
Indenture, to, among other things, eliminate substantially all of
the restrictive covenants contained therein and release
collateral.  These amendments will become operative at the time
that the Company accepts those Notes for payment.

The complete terms and conditions of the tender offer for the
Notes are detailed in the Company's Offer to Purchase dated
Jan. 16, 2013, and the related Consent and Letter of Transmittal.
The Company currently expects that on Thursday, Jan. 31, 2013, it
will accept for payment, subject to conditions set forth in the
Offer Documents, all of the Notes validly tendered prior to the
Early Tender Time.

Each holder who validly tendered its Notes prior to the Early
Tender Time will receive, if those Notes are accepted for purchase
pursuant to the tender offers, the total consideration of
$1,002.50 per $1,000 principal amount of Notes tendered, which
includes $972.50 as the tender offer consideration and $30.00 as
an early tender payment.  In addition, accrued interest up to, but
not including, the applicable payment date of the Notes will be
paid in cash on all validly tendered and accepted Notes.  The
Early Settlement Date is expected to occur on Thursday, Jan. 31,
2013.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Feb. 13, 2013, unless extended or earlier
terminated.  Because the Early Tender Time has passed, tendered
Notes may no longer be withdrawn at any time, except to the extent
that the Company is required by law to provide additional
withdrawal rights.  Holders who validly tender their Notes
pursuant to the Offer Documents after the Early Tender Time will
receive only the tender offer consideration and will not be
entitled to receive an early tender payment if those Notes are
accepted for purchase pursuant to the tender offers.

All the conditions set forth in the Offer Documents remain
unchanged.  If any of the conditions are not satisfied, the
Company may terminate the tender offer and return tendered Notes
not previously accepted.  The Company has the right to waive any
of the foregoing conditions with respect to the Notes and to
consummate any or all of the tender offers.  In addition, the
Company has the right, in its sole discretion, to terminate the
tender offer at any time, subject to applicable law.

J.P. Morgan Securities LLC is acting as Dealer Manager for the
tender offer.  Questions regarding the tender offer may be
directed to J.P. Morgan Securities LLC at (800) 245-8812 (toll-
free) or at (212) 270-1200 (collect).

Global Bondholder Services Corporation is acting as the
Information Agent for the tender offer.  Requests for the Offer
Documents may be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for brokers and banks) or (866)
470-3700 (for all others).

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOUNTAIN NATIONAL: Incurs $39.2 Million Net Loss in 2011
--------------------------------------------------------
Mountain National Bancshares, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $39.25 million on $12.65 million of net interest
income for the year ended Dec. 31, 2011, compared with a net loss
of $10.45 million on $12.75 million of net interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $502.64
million in total assets, $504.98 million in total liabilities and
a $2.33 million total shareholders' deficit.

Crowe Horwath LLP, in Brentwood, Tennessee, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011.

"[The] Company and its wholly owned subsidiary, Mountain National
Bank (the Bank), are operating under regulatory orders that
require, among other items, higher levels of regulatory capital
for the Bank.  The Company has incurred significant recurring net
losses, primarily from higher provisions for loan losses and
expenses associated with the administration and disposition of
nonperforming assets.  These losses have adversely impacted
capital and liquidity at the Bank and the Company.  At December
31, 2011, regulatory capital at the Bank was below the amount
specified in the regulatory order and the Company's total
shareholder's equity was in a deficit position.  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 and/or receivership of the Bank.
These events raise substantial doubt about the Company's ability
to continue as a going concern."

                        Bankruptcy Warning

The Company is dependent on dividends from the Bank to provide the
liquidity necessary to meet its obligations.  As of Dec. 31, 2011,
pursuant to the Order, the Bank may not declare or pay dividends
or make any other capital distributions without receiving the
prior written approval of the Office of the Comptroller of the
Currency (the "OCC").  Future dividend payments by the Bank to the
Company would be based on future earnings and the approval of the
OCC.  The payment of dividends from the Bank to the Company is not
likely to be approved by the OCC while the Bank is suffering
significant losses.  The Company has exercised its rights to defer
regularly scheduled interest payments on all of its issues of
junior subordinated debentures relating to outstanding trust
preferred securities.

"Because of the losses the Bank incurred since 2009 and under the
terms of the Order, it is not permitted to pay dividends to the
Company without the consent of the OCC.  As a result, the Company
must use cash on hand to pay its obligations on the Subordinated
Debentures related to the Company's trust preferred securities.
Furthermore, under the terms of the FRB Agreement that the Company
entered into with the FRB-Atlanta, the Company is not permitted to
pay dividends on its indebtedness without the consent of the FRB-
Atlanta.  On December 14, 2010, the Company exercised its rights
to defer regularly scheduled interest payments on all of its
issues of junior subordinated debentures relating to outstanding
trust preferred securities.  The regular scheduled interest
payments will continue to be accrued for payment in the future and
reported as an expense for financial statement purposes.  During
the period in which it is deferring the payment of interest on its
subordinated debentures, the Company may not pay any dividends on
its common stock.  The Company may defer the payment of dividends
on its subordinated debentures for up to 20 consecutive quarters
without the failure to pay such dividends constituting an event of
default.  Thereafter, the failure to pay such dividends would,
unless all accrued and unpaid dividends are paid, constitute an
event of default which would allow the holders of such
subordinated debentures, or the associated trust preferred
securities, to accelerate the principal payable thereunder, which
could result in the Company's bankruptcy.  In a bankruptcy, the
Company's common shareholders' investment in the Company would be
worthless."

Mountain National was unable to file the Annual Report by
March 30, 2012, deadline because the Company was delayed in
finalizing its annual financial statements.  The delay in
completing the financial statements was primarily to allow for
additional time to calculate the Company's provision for loan
losses and other real estate valuation for the year ended Dec. 31,
2011.  The completion of the Company's annual financial statements
has required more time than in prior years due to issues related
to the calculation of the provision for loan losses and other real
estate valuation.

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

                        http://is.gd/iAo1ro

                       About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.

As reported by the TCR on June 29, 2012, the designation of
Mountain National Bank was changed to "significantly
undercapitalized" effective upon the Bank's filing of an amended
Dec. 31, 2011, Report of Condition and Income with its federal
regulators on May 30, 2012, in which its tangible equity capital
ratio was 2.10%.  The Bank's tangible equity capital ratio as of
March 31, 2012, as reflected in its amended Call Report filed with
the federal regulators on June 14, 2012, improved further to
2.45%.

As a result of no longer being designated as "critically
undercapitalized", the Bank is no longer required under applicable
Prompt Corrective Action regulations to be placed into
conservatorship or receivership within 90 days of that designation
under certain circumstances.


NATIONAL HOLDINGS: Amends Current Report with SEC
-------------------------------------------------
National Holdings Corporation has amended its current report on
Form 8-K originally filed with the U.S. Securities and Exchange
Commission on Jan. 31, 2013.

In conjunction with the closing of the private placement on
Jan. 25, 2013, the Board of Directors of the Company has
authorized the restructuring of certain management positions, all
of which became effective as of the closing of the private
placement.  Mark D. Klein, the Company's Executive Co-Chairman,
has also been appointed Chief Executive Officer, succeeding Mark
Goldwasser who was appointed to another office at the Company.
Mr. Goldwasser was appointed President and Vice Chairman of the
Corporation and will remain Chief Executive Officer of the
Corporation's wholly-owned subsidiary, National Securities
Corporation.  Leonard Sokolow will remain the Company's Vice
Chairman.  Robert B. Fagenson will continue to serve as the
Company's Executive Co-Chairman.

In connection with the restructuring of certain management
positions, the Company anticipates entering into an employment
agreement with each of Messrs. Klein and Fagenson to memorialize
certain employment terms which have been agreed to between the
parties including, (i) that the term of employment for Messrs.
Klein and Fagenson will terminate at the completion of the
Company's 2015 fiscal year, and (ii) Messrs. Klein and Fagenson
will each be entitled to a base salary of $1 per annum, agreed to
equity considerations and will each be eligible for an annual
discretionary bonus to be determined by the Board of Directors of
the Company.

Between March 2012 and July 2012, the Company issued and sold to
National Securities Growth Partners LLC, the primary principals of
which include Messrs. Klein and Fagenson, convertible notes in the
aggregate initial principal amount of $5,000,000.  The Notes were
convertible into units of the Company consisting of (i) the
Company's Series E preferred stock, par value $0.01 per share,
which was convertible into shares of Common Stock and (ii) a
warrant exercisable for shares of Common Stock.  In conjunction
with the closing of the private placement, the Company entered
into a Conversion and Exchange Agreement and a Warrant Exchange
Agreement with NSGP pursuant to which, among other things, (i)
NSGP converted all of the Notes; (ii) then, following the Note
Conversion, NSGP converted all of its Series E Preferred Stock
into 10,000,000 shares of Common Stock, and (iii) then, exchanged
all of its warrants to purchase Common Stock for 6,697,140 shares
of Common Stock.

On Jan. 25, 2013, Messrs. Klein, Fagenson and Goldwasser purchased
1,000,000, 166,666 and 66,666 shares of Common Stock,
respectively, in the private placement at a purchase price of
$0.30 per share.

Mr. Fagenson is also a party to an Independent Contractor
Agreement, dated Feb. 27, 2012, with the NSC, whereby in exchange
for establishing and maintaining a branch office of NSC in New
York, New York, Mr. Fagenson is to receive 50% of any net income
accrued at the Branch and his daughter, Stephanie Fagenson, is to
receive an annual salary of $72,000.

On Jan. 25, 2013, the Company issued a press release announcing
(i) the closing of its private placement of Common Stock resulting
in gross proceeds of approximately $8.8 million, (ii) the closing
of the recapitalization of the Company and (iii) the restructuring
of certain management positions.  As a result of the closing of
private placement and the recapitalization, the Company has
88,416,988 shares of Common Stock issued and outstanding.

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $16.58
million in total assets, $19.48 million in total liabilities and a
$2.89 million total stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NATIONAL HOLDINGS: Completes $8.8 Million Common Stock Offering
---------------------------------------------------------------
National Holdings Corporation has closed on a $8.8 million private
offering of common stock to position the Company for the future by
recapitalizing and providing significant growth capital to expand
the Company's business.  With this capital raise, the Company has
completely recapitalized its balance sheet through the
simultaneous repayment of approximately $2.8 million in debt
financing, the conversion of the balance of outstanding debt
financing and all preferred shares into common stock and the
exchange of substantially all outstanding warrants for common
stock.  The approximate $6 million balance of the capital raise
will be used to grow the Company's client, investment banking and
asset management businesses and for working capital.

The $8.8 million offering of the Corporation's common stock was at
a purchase price of $.30 per share.  No warrants were issued in
the offering.  Approximately $2.8 million from the proceeds of the
offering were used to repay the remainder of the Corporation's
outstanding debt that was not converted in conjunction with the
offering.  As part of this transaction all of the Series C and D
Preferred shares will be converted into common stock of the
Corporation at $.50 per share pursuant to the original terms of
such preferred shares.  In addition, the holders of $5 Million in
Notes convertible into Series E Preferred converted such debt into
the Series E Preferred and immediately then converted such Series
E Preferred into common stock of the Corporation also at $.50 per
share also pursuant to the original terms of such convertible debt
and Series E Preferred.  As a result, no preferred shares of
National Holdings Corporation will remain outstanding.  As part of
this transaction, substantially all of the holders of the
Corporation's warrants have also agreed to exchange their warrants
for common stock at a deemed value of the Corporation's common
stock equal to $.30 per share.

The Company also announced that Mark D. Klein has been appointed
CEO and Executive Co-Chairman of National Holdings, succeeding
Mark Goldwasser who will become President and Vice Chairman of the
Corporation and remain CEO of the Corporation's National
Securities subsidiary.  Robert Fagenson will continue to serve as
Executive Co-Chairman and Leonard Sokolow will continue to serve
as Vice Chairman.

"We are extremely pleased to have raised $8.8 Million in private
equity capital from a high quality group of investors to create
one of the strongest balance sheets in our history," said Mr.
Klein, CEO and Executive Co-Chairman.  "These transactions, which
will contribute almost $14 Million to our shareholders' equity,
position National Holdings to best serve all of our clients, and
to significantly and prudently grow our business."

"In addition to putting us in an extremely strong financial
position, the offering provides capital to invest in our retail
broker network and expand our investment banking activities to
maintain our growth," said Robert Fagenson, Executive Co-Chairman.
"We are also fortunate that Mark has accepted the position of CEO.
Mark is an experienced professional who has proven to be a strong
figure on Wall Street and Main Street.  He has led substantial
financial services companies in his nearly 30 year career earning
the respect of individual and institutional clients and creating
value for investors.  Mark not only led us in this successful
capital raise and material balance sheet restructuring, but has
been instrumental in setting a broad vision and business strategy
for National Holdings Corporation."

"We are extremely fortunate to have such a dedicated team to drive
our growth and position us for a successful 2013, and beyond,"
said Mark Goldwasser, President and Vice Chairman.  "Mark, Robert,
Lenny and I, together with the rest of our management team, are
partners dedicated to serving our clients and achieving the full
growth potential of National Holdings Corporation."

Additional information can be found at http://is.gd/0Tn6N9

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

National Holdings incurred a net loss of $1.93 million for the
year ended Sept. 30, 2012, compared with a net loss of $4.71
million during the prior year.  The Company's balance sheet at
Sept. 30, 2012, showed $16.58 million in total assets, $19.48
million in total liabilities and a $2.89 million total
stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NATIONAL HOLDINGS: Amends Jan. 25 Disclosures Due to Typos
----------------------------------------------------------
National Holding Corporation previously filed a current report on
Form 8-K on Jan. 25, 2013.  The Company has amended the Original
Report its entirety to correct several typographical and clerical
errors.

On Jan. 24, 2013, the Company entered into a Securities Purchase
Agreement with certain accredited investors providing for the
issuance and sale of 29,450,000 shares of the Company's common
stock, par value $0.02 per share, for an aggregate purchase price
of approximately $8.8 million.  The Company anticipates that the
closing of the sale of the Shares will occur on or about Jan. 25,
2013.  The Company will use the proceeds from the sale of the
Shares (i) to repay certain outstanding indebtedness and (ii) for
general corporate, working capital and net capital purposes and
associated and reasonable costs and fees relating to the
transaction.

In connection with the Purchase Agreement, on Jan. 24, 2013, the
Company and the Purchasers entered into a Registration Rights
Agreement.  Pursuant to the Registration Rights Agreement, the
Company has agreed to use its commercially reasonable efforts to
(i) file with the Securities and Exchange Commission as soon as
practicable but in no event later than 45 days of the date of the
Closing, a registration statement covering the resale of all
Shares and (ii) have the registration statement be declared
effective under the Securities Act of 1933, as amended, as soon as
practicable but in no event later than the 90 days or if there is
a review of the registration statement by the SEC, 120 days after
the date of the Closing.  In the event that (1) a registration
statement is not declared effective by the SEC on or prior to its
required effectiveness date, (2) after the date the registration
statement is declared effective by the SEC, (a) a registration
statement ceases for any reason, to remain continuously effective
or (b) the Purchasers are not permitted to utilize the prospectus
included in the registration statement therein to resell the
Shares, in each case, for more than an aggregate of 20 consecutive
days or 45 days during any 12-month period, or (3) the Company
fails to satisfy the current public information requirement
pursuant to Rule 144(c)(1) under the Securities Act, it shall pay
to each Purchaser an amount in cash equal to 1% of the Purchase
Price attributed to the such Purchaser's Shares on the date the
failure occurs and every 30 days thereafter, until cured subject
to a maximum amount of up to 10% of the aggregate Purchase Price
of the Shares.

Recapitalization

As previously reported, the Company issued and sold to certain
accredited investors units comprised of (i) shares of Series D
preferred stock, par value $0.02 per share, convertible into
shares of Common Stock, and (ii) warrants exercisable for shares
of Common Stock.  On Jan. 24, 2013, in connection with Purchase
Agreement, the Company entered into a Conversion and Exchange
Agreement with the Series D Holders pursuant to which, among other
things, each Series D Holder will convert all of such Series D
Holder's shares of Series D Preferred Stock into 6,000,000 shares
of Common Stock in accordance with the terms and conditions of the
Certificate of Designation, Preferences and Rights for the Series
D Preferred Stock, dated Sept. 29, 2010.  The Company anticipates
that the closing of the Series D Conversion will occur in
conjunction with the Closing.  Following the Series D Conversion,
no shares of Series D Preferred Stock will be deemed outstanding
and all rights of the Series D Holders with respect to the Series
D Preferred Stock will terminate, except for the right to receive
the number of whole shares of Common Stock issuable upon
conversion of the Series D Preferred Stock.

As previously reported, the Company issued and sold to an
accredited investor convertible notes in the aggregate initial
principal amount of $5,000,000.  The Notes are convertible into
units of the Company consisting of (i) the Company's Series E
preferred stock, par value $0.01 per share, which are convertible
into shares of Common Stock and (ii) a warrant exercisable for
shares of Common Stock.  In conjunction with the Purchase
Agreement, on Jan. 24, 2013, the Company entered into a Conversion
and Exchange Agreement with the Series E Holder pursuant to which,
among other things, (i) the Series E Holder will convert all of
the Notes into shares of Series E Preferred Stock in accordance
with the terms and conditions of the Notes; and (ii) then the
Series E Holder will convert all of its Series E Preferred Stock
into 10,000,000 shares of Common Stock in accordance with the
terms and conditions of the Certificate of Designation,
Preferences and Rights for the Series E Preferred Stock, dated
March 30, 2012.  The Company anticipates that the closing of the
Note Conversion and the Series E Conversion will occur in
conjunction with the Closing.  Following the Note Conversion and
the Series E Conversion, no Notes or shares of Series E Preferred
Stock will be deemed outstanding and all rights of the Series E
Holder with respect to the Notes and the Series E Preferred Stock
issuable to the Series E Holder upon conversion of the Notes will
terminate, except for the right to receive the number of whole
shares of Common Stock issuable upon conversion of the Series E
Preferred Stock.

As previously reported, the Company previously issued warrants
representing the right to purchase shares of Common Stock to
certain investors, including, with limitation, the holders of
shares of Series C preferred stock, par value $0.02 per share, the
Series D Holders and the Series E Holders.  In conjunction with
the Purchase Agreement, on Jan. 24, 2013, the Company entered into
a Warrant Exchange Agreement with the Warrantholders pursuant to
which, among other things, the Warrantholders will exchange
certain of the Warrants for 12,951,196 shares of Common Stock.
The Company anticipates that the closing of the Warrant Exchange
will occur in conjunction with the Closing.  Following the Warrant
Exchange, all of the rights of the Warrantholders with respect to
the Warrants will terminate, except for the right to receive the
number of whole shares of Common Stock issuable upon exchange of
the Warrants.  Following the Warrant Exchange there will be
warrants to purchase 1,990,505 shares of Common Stock issued and
outstanding, which include warrants held by certain holders of
Series C Preferred Stock.

On Jan. 24, 2013, the Company filed an Amended and Restated
Certificate of Designation, Preference and Rights of the Series C
Preferred Stock with the Secretary of State of the State of
Delaware, which became effective upon the filing thereof with the
Secretary of State.

On Jan. 24, 2013, the holders of a majority of the outstanding
shares of Series C Preferred Stock approved the Amended and
Restated Series C Certificate of Designation.  The Amended and
Restated Series C Certificate of Designation provides, among other
things, that in the event the Company will have raised at least $5
million through the sale of Common Stock at a purchase price no
less than $.30 per share in a private placement transaction by
March 31, 2013, all outstanding shares of Series C Preferred Stock
shall automatically be converted into shares of Common Stock at
the then effective conversion price of the Series C Preferred
Stock.

On Jan. 24, 2013, the Company filed the Amended and Restated
Series C Certificate of Designation with the Secretary of State of
the State of Delaware, which became effective upon the filing
thereof with the Secretary of State.

The holders of more than 50% of the outstanding shares Series C
Preferred Stock have consented pursuant to Section 228 of the
General Corporation Law of the State of Delaware to the mandatory
conversion of all outstanding shares of Series C Preferred Stock
into Common Stock, provided that the Company will have raised at
least $5 million through the sale of Common Stock at a purchase
price no less than $.30 per share in a private placement
transaction by March 31, 2013.  The Company anticipates that the
mandatory conversion date will be Jan. 25, 2013.   On the
mandatory conversion date, the holders of Series C Preferred Stock
will be entitled to receive an aggregate of 3,416,692 shares of
Common Stock.  Cash will be paid in lieu of fractional shares of
Common Stock.  From and after the mandatory conversion date, no
shares of Series C Preferred Stock will be deemed to be
outstanding and all of the rights of the Series C Holders with
respect to the Series C Preferred Stock will terminate, except for
the right to receive the number of whole shares of Common Stock
issuable upon conversion of the Series C Preferred Stock and cash
in lieu of any fractional shares of Common Stock.

A copy of the Form 8-K, as amended, is available at:

                        http://is.gd/pOcg5d

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

National Holdings incurred a net loss of $1.93 million for the
year ended Sept. 30, 2012, compared with a net loss of $4.71
million during the prior year.  The Company's balance sheet at
Sept. 30, 2012, showed $16.58 million in total assets, $19.48
million in total liabilities and a $2.89 million total
stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NATURAL PORK: Wants Plan Exclusivity Extended Until May 9
---------------------------------------------------------
Natural Pork Production II, LLP, asks the Bankruptcy Court to
extend its extend its exclusive period to file a plan until May 9,
2013.

According to the Debtor, there are two pending adversary
proceedings in the case that render it somewhat difficult to
propose a plan at this time, and that on Dec. 7, 2012, four
wholly-owned subsidiaries of the Debtor filed their own individual
Chapter 11 cases.  The Debtor says that while these cases are not
currently jointly administered with its case, serious
consideration needs to be given to the status and future of those
cases, in connection with its preparing and filing a disclosure
statement and plan.

The Court has set a hearing for Feb. 14, 2013, at 11:30 a.m. to
consider an extension.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NAVISTAR INTERNATIONAL: BlackRock Owns 5.5% 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 4,369,062 shares of common stock of Navistar
International Corp. representing 5.46% of the shares outstanding.
A copy of the filing is available at http://is.gd/GQiKq5

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NAZARETH LIVING: Fitch Affirms 'BB' Rating on $7.8MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following St.
Louis County Industrial Development Authority (MO) bonds, issued
on behalf of Nazareth Living Center:

-- $7.8 million series 1999 refunding revenue bonds.

The Rating Outlook is Stable.

NLC has an additional $8 million in series 2012 fixed rate bonds
which Fitch does not rate.

SECURITY

The bonds are supported by a pledge of revenues, mortgage, and
debt service reserve.

SENSITIVITY/RATING DRIVERS

SIGNIFICANT DEBT BURDEN: The 'BB' rating reflects NLC's sizeable
debt burden, which increased in 2012 as anticipated to finance a
campus expansion. Total long-term debt was $15.4 million at Dec.
31, 2012, equaling a high 11.9x debt to net available and 69% debt
to capitalization.

ILU PROJECT UNDERWAY: The rating also incorporates the risk
associated with the construction, presale, and fill-up of NLC's
independent living unit (ILU) expansion. This risk is moderated by
the co-member Sisters of St. Joseph of Carondolet's (CSJ)
agreement to purchase and occupy 30 of the 50 new ILUs for a
minimum of 10 years upon their open in July 2013. Fitch believes
the project is needed to bolster NLC's position in a competitive
continuing care retirement community (CCRC) market, as well as
diversify and grow its revenue base.

WEAK BALANCE SHEET: NLC's liquidity remains very light, providing
only limited cushion against operating risk. Unrestricted cash and
investments equaled $3.2 million at Dec. 31, 2012, equating to
79.3 days of cash on hand (DCOH) and 21% cash to debt. Capital
spending is expected to limit meaningful liquidity growth in the
near term.

OCCUPANCY REMAINS MIXED: Total assisted living unit (ALU)
occupancy continues to suffer; slipping to 54.6% through the six-
month interim period ended Dec. 31, 2012 from 73.4% in fiscal
2010. Skilled nursing occupancy remained steady at 89.5%, and the
14-bed dementia unit has been very well utilized at over 95%.
However, any drop in total occupancy to a level which
significantly impacts NLC's operating cash flow could negatively
pressure the rating.

ADEQUATE OPERATING PERFORMANCE: NLC continues to produce
sufficient operating cash flow to provide 1.0x coverage of maximum
annual debt service (MADS; $1.3 million) in the six-month interim
period, and 1.7x coverage of actual annual debt service. Once NLC
completes its ILU project and starts collecting entrance fees in
fiscal 2014, coverage of MADS is expected to improve accordingly.

CREDIT PROFILE

The rating affirmation at 'BB' reflects NLC's significant debt
burden, which increased in 2012 to finance a 50-unit ILU expansion
adjacent to its current campus. The total project cost is
estimated at $16 million, funded with 10.1 million in debt, $4.9
million in entrance fees, and $1 million in equity. NLC's total
debt includes a $1.9 million subordinate fixed rate loan from CSJ,
which matures June 30, 2016. NLC expects to repay this loan with
entrance fee receipts in 2014.

The 'BB' rating is contingent upon NLC's successful execution of
the ILU expansion. The project presents some risk, namely
construction, presale, and fill-up. These risks are mitigated by
CSJ's agreement to purchase and occupy 30 of the 50 units, and pay
monthly service fees (regardless of occupancy) for no less than 10
years following initial occupancy. As of Jan. 14, 2013, NLC had
collected deposits on 42/50 units, including the 30 reserved by
CSJ.

Of some concern is the competitive landscape for CCRC's in the
greater St. Louis market, which has impacted NLC's ALU occupancy
in recent years. The open of newer units within an expanded market
coupled with higher turnover to skilled nursing facilities (SNF)
continues to pressure ALU occupancy, which has remained below 60%
since 2011. Still, the ILU project should help preserve its
competitive position within the area, and it will be the only type
C fee-for-service model within its primary target market.

Of ongoing concern is NLC's reliance on CSJ reimbursement for
services rendered, which equaled over 30% of fiscal 2012 revenues
and whose members represent 40% of occupied units. However, Fitch
believes that NLC is taking steps to adequately market itself to
external residents, while still maintaining its mission as a
Catholic-based institution.

The Stable Outlook is supported by Fitch's expectation that NLC
will continue producing steady operating profitability through
construction and occupancy of its ILUs, scheduled to open July
2013 and stabilize at 95% occupancy in June 2014.

Located in St. Louis, MO, NLC operates 150 ALUs and 140 SNF beds,
generating $15.6 million in total revenue in fiscal 2012.
Benedictine Health System (BHS) and the Sisters of St. Joseph of
Carondolet (CSJ) are joint members of NLC.

NLC is required to disclose only annual financial statements,
disseminated via the Municipal Securities Rulemaking Board's EMMA
system. However, Fitch views favorably NLC's consistent voluntary
distribution of interim financials and occupancy statistics.


NCL CORP: Moody's Rates $300-Mil. Senior Notes Offering 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded NCL Corporation's Corporate
Family Rating to B1 and assigned a positive rating outlook.
Moody's also upgraded the company's Probability of Default rating
to B1-PD, and its senior unsecured rating to B3 and senior secured
rating to Ba3. This concludes Moody's review of Norwegian's
ratings that commenced on January 8, 2013.

Moody's also assigned a B3 rating to the company's proposed five
year $300 million senior unsecured note offering. The net proceeds
of the proposed notes and drawings under the company's revolving
credit facility will be used to refinance the existing 11.75%
senior secured notes due 2016.

Ratings Rationale:

The upgrade reflects continued improvement in operating margins to
over 20%, EBITA/average assets to over 6% as well as reduction in
debt from proceeds of the company's initial public offering which
were higher than expected. Moody's estimates debt to EBITDA (pro-
forma for the IPO and proposed bond transaction) is approximately
5.1 times -- slightly below the target set for a possible upgrade.

The positive outlook reflects the anticipated improvement in
EBIT/interest as high cost debt is replaced with lower cost debt
assuming the proposed transaction closes. The positive outlook
also considers Moody's expectation that Norwegian's free cash flow
(defined as cash flow from operations less capital spending not
covered by committed ship loans) will increase materially in 2013
as a result of profitable capacity expansion and modest yield
growth on a same ship basis.

The ratings could be upgraded if the company uses its rising free
cash flow to further reduce debt resulting in the company's
ability and willingness to comfortably sustain debt to EBITDA
under 5.0 times and retained cash flow to net debt above 10%. An
upgrade would also require Norwegian to maintain a good liquidity
profile.

Moody's does not anticipate downgrade rating pressure given its
outlook for modest yield growth and profitable capacity expansion.
However, the rating outlook could revert to stable if debt/EBITDA
remains above 5.0 times or if retained cash flow to net debt
declines below 10%.

Ratings upgraded:

  Corporate Family Rating to B1 from B2

  Probability of Default Rating to B1-PD from B2-PD

  $450 million 11.75% guaranteed senior secured notes due 2016 to
  Ba3 (LGD 3, 40%) from B2 (LGD 3, 45%)

  $250 million senior unsecured notes due 2018 to B3 (LGD 6, 91%)
  from Caa1 (LGD 6, 94%)

  $100 million senior unsecured notes due 2018 to B3 (LGD 6, 91%)
  from Caa1 (LGD 6, 94%)

Ratings assigned:

  Proposed $300 million senior unsecured notes due 2018 at B3
  (LGD 6, 91%)

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

NCL Corporation Limited, headquartered in Miami, operates 11
cruise ships that offer itineraries in North and South America as
well as Europe. The company has three ships on order for delivery
in April 2013, January 2014 and the fourth quarter of 2015. Net
revenues for the twelve months ended September 30, 2012 was
approximately $1.7 billion.


NEDAK ETHANOL: Sells All Assets, Commences Wind-Down Process
------------------------------------------------------------
As a result of the defaults by NEDAK Ethanol, LLC, under its loan
agreements with Arbor Bank, the Company's tax increment financing
lender, on Jan. 2, 2013, the TIF Lender issued a Notice of
Disposition of Collateral notifying the Company that the TIF
Lender intended to exercise its right to sell in public all of the
Company's right, title and interest in and to that certain United
States of America, State of Nebraska, City of Atkinson, Taxable
Tax Increment Revenue Note (NEDAK Ethanol L.L.C. Project) Series
2007A, in the original principal amount of $6,864,000, dated as of
June 19, 2007, executed by the City of Atkinson, Nebraska, to and
in favor of the Company.  The City of Atkinson, Nebraska, issued
the City TIF Note to the Company to reimburse the Company for
certain infrastructure improvements relating to the Company's
plant.

In accordance with the Disposition Notice, a sheriff's sale was
held on Jan. 18, 2013, at 1:30 p.m. inside the front door of the
Holt County Courthouse in O'Neil, Nebraska and the TIF Lender
submitted a credit bid for the City TIF Note in the amount of
$2,995,000.  There were no other bidders for the City TIF Note.

As previously disclosed, as a result of the defaults by the
Company under its loan documents with AgCountry Farm Credit
Services, FLCA, the trustee for the Senior Lender exercised its
right to foreclose on the trust property pursuant to the Deed of
Trust, Security Agreement, Assignment of Leases and Rents and
Fixture Financing Statement, as amended, which secured the
indebtedness under the Senior Lender loan documents.  Also as
previously disclosed, the Senior Lender exercised its right to
sell certain personal and fixture property pledged by the Company
to secure the indebtedness under the Senior Lender loan documents
under one or more security agreements, including, without
limitation, the Security Agreement dated Feb. 14, 2007, between
the Company and the Senior Lender.

A sheriff's sale was held at 2:00 p.m. on Jan. 22, 2013, inside
the front door of the Holt County Courthouse in O'Neil, Nebraska.
Choice Ethanol Holding, LLC, a new entity formed by the Senior
Lender, purchased the (i) deed of trust property which includes
the plant site, the transload site, the Company's leased property
and easements as described in more detail in the Deed of Trust and
(ii) personal and fixed property collateral, including, without
limitation, all inventory, equipment, instruments, letter-of-
credit rights, deposit accounts, securities and other investment
property, commercial tort claims, contract rights or rights to the
payment of money, and all general intangibles, including, without
limitation, patents, trademarks, trade names, copyrights,
software, customer lists, goodwill, leases, leasehold interests,
license, permits and agreements of any kind or nature whatsoever
for $22,000,000.  There were no other bidders for the Deed of
Trust Property or Personal Property Collateral.

The public sales of the City TIF Note, Deed of Trust Property and
Personal Property Collateral constitute a sale of all of the
assets of the Company.  As a result, the Company has no further
assets or monies available to distribute to its members or to pay
creditors including the remaining amounts outstanding under the
Company's loan agreements with the Senior Lender and the TIF
Lender.  The Company will not resume operations and will commence
the winding-up process.  There will be no further activities of
the Company other than those related to the wind-down process.

Effective Jan. 31, 2013, the following individuals resigned their
positions with the Company; however, no individual resigned as a
result of any disagreement with the Company, its Board of
Directors or its management:

* Everett Vogel resigned from his positions as Chairman of the
   Board, Vice President and director of the Company (including
   all positions on all Board of Director committees on which he
   served).

* Richard Bilstein resigned from his positions as Vice Chairman
   of the Board and director of the Company (including all
   positions on all Board of Director committees on which he
   served).

* Todd Shane resigned from his positions as Principal Financial
   Officer, Principal Accounting Officer, Secretary, Treasurer and
   director of the Company (including all positions on all Board
   of Director committees on which he served).

* Jeff Lieswald resigned from his position as a director of the
   Company (including all positions on all Board of Director
   committees on which he served).

* Kirk Shane resigned from his position as a director of the
   Company (including all positions on all Board of Director
   committees on which he served).

* Timothy Borer resigned from his position as a director of the
   Company (including all positions on all Board of Director
   committees on which he served).

* Kenneth Osborne resigned from his position as a director of the
   Company (including all positions on all Board of Director
   committees on which he served).

* Robin Olson resigned from his position as a director of the
   Company (including all positions on all Board of Director
   committees on which he served).

* Clayton Goeke resigned from his position as a director of the
   Company (including all positions on all Board of Director
   committees on which he served).

* Steve Dennis resigned from his position as a director of the
  Company (including all positions on all Board of Director
  committees on which he served).

* Paul Corkle resigned from his position as a director of the
  Company (including all positions on all Board of Director
  committees on which he served).

* Todd Jonas resigned from his position as a director of the
  Company (including all positions on all Board of Director
  committees on which he served).

The only remaining officers and directors of the Company are
Jerome Fagerland, director and the Company's President and Chief
Executive Officer, and David Neubauer, director, who will continue
to serve as directors or officers of the Company until the Company
has completed the winding-up process and the Company has been
dissolved.  There will be no further activities of the Company or
the remaining officers and directors other than those related to
the wind-down process.

On Jan. 31, 2013, the Company mailed a letter to its members
regarding the recent developments.  A copy of the letter is
available at http://is.gd/2FKOk1

                         About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.


NESBITT PORTLAND: April 11 Hearing on Adequacy of Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on April 11, 2013, at 11 a.m., to consider
adequacy of information in the disclosure statement explaining
Nesbitt Portland Property, LLC, et al.'s Plan of Reorganization
dated Nov. 28, 2012.

As reported in the TCR on Dec. 27, 2012, according to joint Plan,
funding will be provided by either the new money investment or
Term Loan B and the funds held by the Lender in the capital
improvement reserve which, at the Petition Date, equaled
approximately $3.6 million.  The funds will be used to make
certain capital improvements to the Hotels and initial
Distributions as set forth in the Plan.  Only the lender (Class 1)
and general unsecured creditors (Class 5) are voting on the Plan.

If the lender votes to reject the Plan, the lender will receive a
$120.5 million new secured note and abou $30 milllion cash.  The
note will have interest rate of 7%, a 25-year term, interest-only
payments for all 25 years, and secured by a first-lien on the
hotels.  The lender will have a deficiency claim in the amount of
$4 illion, to be paid in four annual $1 million payments without
interest beginning 2015.

If the lender votes to accept the Plan, it will receive a $109.5
million term loan A and about $130 million cash on account of its
secured claim, and a $38.8 million Term Loan C on account of its
deficiency claim.  Term loan A will have interest rate of 3.25%, a
10-year term, and interest only-pyaments for the first five years.
Term loan C will have interest rate of 2.5%, a 25-year term, and
interest only-payments for the first five years.

Holders of general unsecured claims wukk receive 50% of their
claims on the effective date and a second distribution equal to
50% of their claims on the date that is 365 days after the
effective date of the Plan.

On the Effective Date, if any of the impaired classes votes to
reject the Plan, all of the Debtors' membership interests will be
deemed cancelled, and the Reorganized Debtors will issue new
membership interests to the new equity sponsor in exchange for the
new money investment of $34 million.

If the lender votes in favor of the Plan, the holders of equity
interests (Class 7) are unimpaired.  If the lender votes to reject
the Plan, the equity interests will be deemed cancelled.

In a "cramdown plan" scenario where any of the impaired classes
vote to reject the Plan, all of the Debtors' membership interests
will be deemed cancelled, and the reorganized Debtors will issue
new membership interests to the new equity sponsor in exchange for
the $34 million new money investment.

In a "consensual plan" scenario where the lender vote to accept
the Plan, the Reorganized Debtors will obtain a loan (Term Laon B)
from the exit lender of $34 million, and is anticipated to have an
interest rate of 10 percent; a 5-year term; interest-only for all
five years; and be secured by a second lien on the hotels.

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

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

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.

An official committee of unsecured creditors has not been
appointed in the cases.


NESBITT PORTLAND: Agrees to Termination of Plan Exclusivity
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation terminating the exclusive plan proposal and
solicitation periods for Nesbitt Portland Property LLC, et al.

The stipulation was entered among the Debtors and US National
Association, as trustee, as successor-in-interest to Bank of
America, N.A., as trustee, for Registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, series 2006-GG6 ("lender"), acting by and through
Torchlight Loan Services, LLC as special servicer.  The lender
holds a mortgage loan on which each of the Debtors is an obligor
in the original principal amount of $187,500,000.

The Debtor related that the Lender has informed the Debtors that
the Plan proposed by all the Debtors except for Nesbitt El Paso
property LP and Nesbitt Denver Property LLC on Nov. 28, 2012, is
not acceptable after the termination of the Debtors' exclusive
periods.  Additionally, the exclusivity periods for Debtors
Nesbitt El Paso property LP and Nesbitt Denver Property LLC had
lapsed since they have not filed a proposed Plan.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.

An official committee of unsecured creditors has not been
appointed in the cases.


NEW ENGLAND COMPOUNGDING: JPML to Mull Novel Bankruptcy Shift
-------------------------------------------------------------
Greg Ryan of BankruptcyLaw360 reported that the Plaintiffs suing
the New England Compounding Center over last year's meningitis
outbreak will ask a federal judicial panel to do something it
appears it has never done: transfer an already-filed bankruptcy to
another venue alongside the litigation at issue.

The U.S. Judicial Panel on Multidistrict Litigation is holding a
hearing in Orlando, Fla., to determine whether and where it should
centralize the 100-plus lawsuits over injuries allegedly caused by
tainted steroids manufactured by the NECC, the report related.
The outbreak has sickened 693 people and killed 45, the report
added.

                   About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NEW ENGLAND BUILDING: Committee Drops Bid for Chapter 11 Trustee
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of New England
Building Materials, LLC has withdrawn its motion for an order
appointing a Chapter 11 trustee to replace management of the
Debtor.

The Debtor and United Ventures, LLC have, through their respective
counsel, consented to the Committee's withdrawal of the Motion.

In its request, the Committee alleged that "cause" exists for
appointment of a trustee for a variety of reasons.  It claimed
that the Debtor's current management has grossly mismanaged the
Debtor's affairs, accumulating an operating loss of more than $2.6
million in the first six and a half months of the case.

The Debtor opposed the appointment of the trustee, citing that
there is no cause for the Court to resort to the "extraordinary
remedy" of appointment of a Chapter 11 trustee.  The Debtor denied
claims that current management has "grossly mismanaged" its
financial affairs since the Petition Date.

                   About New England Building

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW ENGLAND BUILDING: Court Confirms Plan of Reorganization
-----------------------------------------------------------
The Bankruptcy Court has confirmed New England Building Materials,
LLC's Second Amended Plan of Reorganization dated Sept. 24, 2012,
as modified on Oct. 29, 2012.  The Modified Plan has been accepted
by all impaired classes of claims.  A copy of the order confirming
the Modified Plan is available at:

          http://bankrupt.com/misc/newengland.doc515.pdf

On Oct. 1, 2012, the Bankruptcy Court approved the disclosure
statement describing the Plan.

As reported in the TCR on Nov. 8, 2012, under the Plan, in full
and final satisfaction of the Allowed Secured Claim of Gorham
Savings Bank ("GSB") in Class 5, the Debtor will restate and
reaffirm its obligations to GSB under the applicable note and
mortgage, and will continue to make payments on the same pursuant
to the terms of the promissory note.  The holder of the Class 5
claim is unimpaired

In full and final satisfaction of all allowed unsecured claims in
Class 7:

    (a) The Debtor will pay $300,000 to the Liquidating Trust on
        the Effective Date.  The Initial Payment will be made by
        wire transfer of immediately available funds. The Initial
        Payment is not subject to reduction.

    (b) The Debtor will assign and transfer to the Liquidating
        Trust all of the Chapter 5 Causes of Action.  The
        Liquidating Trust will hold and administer the same, and
        will, in the discretion of the Liquidating Trustee, cause
        the same to be liquidated and will apply and disburse net
        proceeds thereof in accordance with the terms of the
        Liquidating Trust.

    (c) After the Confirmation Date, the Debtor will remit to the
        Liquidating Trust, on a monthly basis, 100%, but not more
        than $200,000 in the aggregate, of all amounts of cash
        received by the Debtor during the Remittance Period on
        account of and with respect to the liquidation and
        collection of accounts receivable of the Debtor generated
        by the Debtor's retail building supply business.

    (d) The Debtor will be obligated to pay and remit to the
        Liquidating Trust, during the Remittance Period, the
        aggregate sum of $200,000, and the Debtor will cause
        Pleasant River Lumber Company, an affiliate of Olim, and
        United Ventures, jointly and severally, to guaranty the
        payment and remittance.

    (e) At any time within ten business days following the
        Confirmation Date, the Committee will be entitled to
        propose, and to submit for approval by the Bankruptcy
        Court, upon appropriate notice and hearing, an alternative
        to the form of Liquidating Trust Agreement.

    (f) The Debtor will execute and deliver documents and
        agreements as will be necessary or appropriate in order to
        effectuate the terms of this Plan, and will be reasonably
        satisfactory to the Debtor, the Committee, the Liquidating
        Trust, and all other parties in interest.

The Debtor will receive new equity investment in the aggregate
amount of $500,000.  Half of that investment will be made by
members of United Ventures, which is currently the sole member of
the Debtor, while the other $250,000 will be invested by Olim,
LLC.  In addition, the Debtor will, through Olim, obtain a
revolving line of credit with availability in excess of $800,000.

The Debtor will use the proceeds of its new investment, revenues
generated by its operations, the new line of credit, and the
proceeds of causes of action created by the Bankruptcy Code to pay
all of the costs of its Chapter 11 proceedings, all sales tax
obligations owed to state taxing authorities, all unpaid health
care claims incurred pursuant to its prepetition employee health
plan, and to provide a dividend to unsecured creditors, which the
Debtor projects will be in excess of $845,000, or approximately
20% of claims held by unsecured creditors.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/newengland.doc457.pdf

                    About New England Building

Based in Sanford, Maine, New England Building Materials, LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NNN LENOX: U.S. Bank Says Receiver Should Retain Control
--------------------------------------------------------
NNN Lenox Park 9, LLC, owner of a fractional interest in two
office buildings in Memphis, Tennessee, which sought Chapter 11
protection to stop a non-judicial foreclosure sale of the
properties, won't be retaining control of the property, if the
lender has its way.

U.S. Bank National Association, as trustee, objected to the
Debtor's emergency motions to compel the receiver to turn over
books and documents.  U.S. Bank claims that the information sought
in the motion is available to the Debtor in the form of the
receiver monthly reports that are of record and on file in the
pending Shelby County, Tennessee Chancery Court case.

U.S. Bank acts as trustee, as successor to Wells Fargo Bank, N.A.,
as trustee, for the holders of Citigroup Commercial Mortgage Trust
2007-C6, Commercial Mortgage Pass-Through Certificates, Series
2007-C6.

U.S. Bank itself filed a motion to excuse Commercial Advisors
Asset Services, LLC, in its capacity as receiver of certain real
property and multiple professional office buildings and other
improvements, located at 3175 Lenox Park Drive & 6625 Lenox Park
Drive, Memphis, Shelby County, Tennessee, from complying with
Sections 543(a), (b), and (c) of the Bankruptcy Code and for entry
of an order allowing CAAS to remain in exclusive possession and
control of the property and its income.

U.S. Bank noted on Aug. 7, 2012, the Chancery Court appointed the
receiver as a result of the obligors' failure to make monthly
payments due and owing as required under the Note, and cure the
default or satisfy their obligations.  As of the Petition Date,
obligors are indebted to holder in the amount of no less than
$16,791,350.

In this relation, U.S. Bank requested that the Court enter an
order excusing turnover of property by the receiver and keeping
the receivership in place, because, among other things:

   1. pursuant to the express provisions of the Bankruptcy Code,
      the receiver must remain in place; and

   2. the receiver has been successful in managing the properties.

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


NORTHAMPTON GENERATING: Plan Exclusivity Expires May 14
-------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina extended Northampton Generating
Company, L.P.'s exclusive periods to file a proposed chapter 11
plan until March 15, 2013, and to solicit acceptances for that
plan until May 14, respectively.

The Debtor noted that after negotiations and discussions with the
secured lenders and other creditors, it filed its Plan on Dec. 21,
2012.  The Debtor seeks to further extend the exclusive periods so
that the Debtor will have additional time to amend and re-file the
Plan, if necessary, and to solicit acceptances thereof.

As reported in the Feb. 4, 2013 edition of the TCR, the Debtor
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.
Holders of $21.8 million in junior secured bonds were told to
expect a 2% recovery, according to the disclosure statement.

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.

                   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.


OPTIMUMBANK HOLDINGS: Incurs $2.3-Mil. Net Loss in 4th Quarter
--------------------------------------------------------------
OptimumBank Holdings, Inc., reported a net loss for the fourth
quarter ending Dec. 31, 2012, of approximately $2.3 million, as
compared to a net loss for the same period last year of
approximately $57,000.  The net loss for the year ending Dec. 31,
2012, was approximately $4.7 million, as compared to a net loss
for the prior year of approximately $3.7 million.

A large portion of the net loss for the 2012 fourth quarter was a
$1.3 million provision for loan losses resulting from lower
current valuations of several older problem loan relationships.
Chairman Moishe Gubin said, "I am disappointed with the results,
but I believe we have dealt with the majority of the legacy issues
since the recapitalization of the Company in late 2011."

For the year ending Dec. 31, 2012, the Company reduced non-
performing assets by approximately 22.7% or $8.2 million to a
total of $28.0 million.  Chairman Gubin noted, "We continue to
have a number of transactions in process that should further
reduce non-performing assets in 2013."  Mr. Gubin also said, "Core
demand deposits grew 8% this year as a result of new business
relationships, which helped reduce the Company's cost of funds at
December 31, 2012 to a historical low."

The Company's capital ratios exceeded its regulatory capital
requirements at Dec. 31, 2012, with a tier one leverage capital
ratio of 8.12% and a total risk-based capital ratio of 12.22%.

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

                      About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                    Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the FDIC and OFR.  The Consent Order covers areas of the
Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and a chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.  As of Sept. 30, 2012, scheduled reductions of
the aforementioned 2009 classified loans were 59.44%.


PARAMJEET MALHOTRA: Judge Won't Rethink FCA Ruling Over Kickbacks
-----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a Washington
federal judge refused to reconsider his decision to partly dismiss
a False Claims Act suit brought by married real estate managers
over an alleged kickback scheme carried out by a U.S. bankruptcy
trustee.

U.S. District Judge James L. Robart said the couple, Paramjeet and
Sunita Malhotra, hadn't presented anything new to make him
reconsider his Jan. 22 decision, which found that their
allegations against trustee Robert Steinberg were publicly
available when their complaint was filed, the report said.


PEREGRINE DEV'T: Court Confirms Consensual Plan of Reorganization
-----------------------------------------------------------------
The Bankruptcy Court has confirmed the Corrected Consensual Plan
for Peregrine Development, LLC, proposed by Buckaroo Partners,
L.P., a co-manager of the Debtor.  Each impaired class voted to
accept the Plan.

Buckaroo's Plan for the Debtor provides for resolution of the
Debtor's outstanding claims and equity interests.  Under the Plan,
assets of the Reorganized Debtor first will be used to pay holders
of unpaid Administrative Claims, Professional Fee Claims, Priority
Claims, and claims relating to U.S. Trustee Fees.  Holders of
Allowed General Unsecured Claims will be paid in full on the
Effective Date.   Under the Plan, holders of Equity Interests in
the Debtor will retain the Equity in the Debtor held on the
Petition Date, with the prohibition of payment of dividends until
Classes 1 and 2 and Administrative Claims are paid as required by
the Plan.  Upon the Effective Date of the Plan, Buckaroo and
Arthur James, II will continue to serve as co-managers pursuant to
the terms of the prepetition operating agreement.  In addition,
the chief consulting officer will continue to serve the Debtor.

A copy of the order confirming the Consensual Plan of
Reorganization for the Debtor is available at:

          http://bankrupt.com/misc/peregrine.doc393.pdf

A copy of the Second Amended Plan is available for free at
http://bankrupt.com/misc/PEREGRINE_DEVELOPMENT_plan_2amended.pdf

                   About Peregrine Development

Peregrine Development, LLC, in Lewisville, Texas, owns undeveloped
real property in Denton County, Texas where retail and commercial
development continues to occur.  The Company filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41449) on
May 3, 2011, represented by Michael R. Rochelle, Esq., and Eric M
Van Horn, Esq., at Rochelle McCullough L.L.P.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Arthur James, II, manager.




PILGRIM'S PRIDE: 5th Cir. Affirms Rejection of Growers' Claims
--------------------------------------------------------------
The U.S. Court of Appeals, Fifth Circuit, affirmed lower court
rulings rejecting claims filed by chicken growers against
Pilgrim's Pride Corporation.  Citing a downturn in the poultry
industry, Pilgrim's Pride terminated its contracts with the
Growers and filed for bankruptcy.  The Growers filed claims
against Pilgrim's Pride seeking promissory estoppel relief,
alleging that the company's oral promises of a long-term
relationship induced them to invest in chicken houses.  The
district court affirmed the bankruptcy court's grant of summary
judgment for Pilgrim's Pride on the ground that the written
contracts between the Company and the Growers barred the alleged
oral promises.

The Growers are a collection of more than 100 chicken farmers who
supplied poultry to Pilgrim's Pride.  Each Grower signed
individual contracts, but the agreements contained similar terms.
The contract specified that the agreement was "to continue on a
flock to flock basis."  Either party could terminate the contract
without cause between flocks -- which lasted between four and nine
weeks -- but that Pilgrim's Pride could end the agreement at any
time for "cause or economic necessity."

The Growers contend that, notwithstanding the terms of the
contract, Pilgrim's Pride officials made oral representations that
the Company would maintain a long-term relationship with them.
For example, the Growers claim that Pilgrim's Pride assured them
that Pilgrim's Pride "was here for the long haul"; that the
Growers would receive chickens as long as they met Pilgrim's
Pride's specifications; and that the Growers would "more than
cover the costs of building and raising the chickens" in the long
run if they upgraded their chicken houses.

The case before the appeals court is, CLINTON GROWERS; BILLY
APPLEBY; RICKY ARNOLD; DEBBIE ARNOLD; LILLIAN BASS; ET AL,
Appellants, v. PILGRIM'S PRIDE CORPORATION, and the other
movants/Reorganized Debtors: PFS Distribution Company, PPC
Transportation Company, To Ricos, Ltd., To Ricos Distribution,
Ltd., Pilgrim's Pride Corporation of West Virginia, Inc., and PPC
Marketing, Ltd., Appellee, No. 12-10063 (5th Cir.).

A copy of the Fifth Circuit's Jan. 31, 2013 decision is available
at http://is.gd/dUpBQvfrom Leagle.com.

                          *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals' ruling provides that the
doctrine of promissory estoppel can't overcome a contract that
expresses the parties' entire agreement.

Fifth Circuit Judge Stephen A. Higginson relied on Arkansas law
providing that promissory estoppel can be used only when the
"elements of a contract can't be shown."  Judge Higginson held
that promissory estoppel didn't apply because the contracts
governed the duration of the agreements.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from Chapter 11 on Dec. 28, 2009.


PMI GROUP: Deferred Compensation Termination Sought
---------------------------------------------------
BankruptcyData reported that PMI Group filed with the U.S.
Bankruptcy Court a motion for an order authorizing termination of
the Debtors' deferred compensation program and directing the
plan's trustee to return $1.6 million currently held in trust to
the estate.

The Debtors state, "It is the Debtors' understanding that any fees
associated with the proposed termination and liquidation are
minimal. Thus the proposed termination and liquidation of the
Trust assets will provide substantial value to the Debtors' estate
and creditors," the report related, citing court documents.

The Court scheduled a Feb. 20, 2013 hearing in the matter.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PORTER BANCORP: Incurs $7 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Porter Bancorp, Inc., reported a net loss to common shareholders
of $6.99 million on $9.57 million of net interest income for the
three months ended Dec. 31, 2012, compared with a net loss to
common shareholders of $54.45 million on $11.65 million of net
interest income for the same period a year ago.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss to common shareholders of $33.43 million on $41.95 million of
net interest income, compared with a net loss to common
shareholders of $105.15 million on $51.51 million of net interest
income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.16 billion
in total assets, $1.11 billion in total liabilities and $47.19
million in stockholders' equity.

"Management and the Board of Directors are evaluating appropriate
strategies for increasing the Company's capital in order to meet
the capital requirements of our Consent Order.  These include,
among other things, a possible public offering or private
placement of common stock to new and existing shareholders.  We
have engaged Sandler O'Neill & Partners, LP to act as our
financial advisor and to assist our Board in this evaluatio," the
Company said in a statement.

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

                        http://is.gd/IiE6TR

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."


POSITRON CORP: Files Executive Summary with SEC
-----------------------------------------------
Positron Corporation released its Executive Summary providing
certain information on the Company's business and products.  The
Executive Summary is available at http://is.gd/mS50EM

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

The Company reported a net loss of $6.12 million in 2011, compared
with a net loss of $10.92 million in 2010.

Sassetti LLC, in Oak Park, Illinois, noted that the Company has a
significant accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $8.11 million in total liabilities and a
$4.59 million total stockholders' deficit.

                        Bankruptcy Warning

"The Company had cash and cash equivalents of $1,000 at Dec. 31,
2011.  The Company received $2.10 million in proceeds from
convertible notes and $845,000 in proceeds from the exercise of
warrants during 2011.  The Company believes that it may continue
to experience operating losses and accumulate deficits in the
foreseeable future.  If the Company is unable to obtain financing
to meet its cash needs the Company may have to severely limit or
cease its business activities or may seek protection from its
creditors under the bankruptcy laws," the Company said in its
annual report for the year ended Dec. 31, 2011.


POWERWAVE TECHNOLOGIES: Has Deal for Use of Cash Collateral
-----------------------------------------------------------
Powerwave Technologies Inc. reached an agreement with its private-
equity investor, the Gores Group, that will allow it access to the
cash it needs to continue operations.

Powerwave earlier filed with the Bankruptcy Court a motion for
approval to use of cash collateral, which the Debtor says is
necessary to avoid immediate and irreparable harm to its estates.
Gores Group's P-Wave Holdings, LLC, as agent and lender owed $35
million in principal under a secured term loan, objected to the
proposal.

The Debtor had blamed P-Wave for its woes.  It previously claimed
in court filings that it commenced the Chapter 11 case because on
Jan. 25, P-Wave, in violation of the credit documents,
unilaterally, without contractually-required notice to the Debtor,
took action that resulted in the prepetition agent "sweeping"
approximately $8.3 million from the Debtor's bank accounts.  Since
the Petition Date, after written demand from the Debtor, P-Wave
caused $2 million of the improperly swept funds to be returned to
the Debtor's accounts.

The Debtor prepared a four-week budget to reflect its cash needs
through the week of Feb. 22, 2013.  The Debtor expects to collect
$3.5 million and spend $4.42 million through the period.
A copy of the Debtor's proposed budget is available at:
http://bankrupt.com/misc/Powerwave_Proposed_Budget.pdf

The Debtor said it does not have available unencumbered sources of
working capital or financing to carry on the operation of its
business without the use of cash collateral.

                       P-Wave's Objections

P-Wave filed on Jan. 31 an objection to the Debtor's request for
an interim order allowing the use of cash collateral.

P-Wave said it consents to the use of cash collateral to fund the
payroll due Feb. 1.  It is also willing to consent to the use of
cash collateral to fund a "reasonable level of operating expenses,
including payroll," after February 1.

However, P-Wave pointed out that the Debtor has proposed a budget
that is totally unreasonable in the Debtor's current state, in
which the Debtor has effectively ceased operations and is devoting
its efforts to marketing itself and collecting accounts receivable
that are P-Wave's collateral, totally funded by P-Wave's cash
collateral.

P-Wave also clarified that, contrary to assertions by the Debtor,
no source of financing or additional liquidity existed when P-Wave
exercised available remedies prepetition.  The Debtor, according
to P-Wave, has been marketing itself for over two months: first to
financial buyers, who were not interested in investing the cash
required by the Debtor to remain a going-concern business, and
since at least Jan. 15, 2013, to strategic buyers on a product-
line basis.

P-Wave says it would only consent to a limited use of its cash
collateral on a reasonable budget.

                   Parties' Interim Agreement

The Debtor and P-Wave entered into negotiations and have agreed to
a form of interim order.

The Office of the U.S. Trustee's sole objection relates to a
provision where P-Wave is proposed to be granted a super-priority
administrative claim pursuant to Sec. 507(b) of the Bankruptcy Doe
that is payable form all assets of the Debtor's estates, including
proceeds of avoidance actions.  However, given the non-operating
status of the Debtor, P-Wave seeks to have its Sec. 507(b) claims
payable from any and all assets of the Debtor's estates.  P-Wave
is not obtaining a lien on the proceeds of the avoidance actions
during the interim period.

The Debtor and P-Wave have agreed to these terms:

-- Authority to use cash collateral will be terminated upon
    occurrence of various events, including:

    * Failure of the Debtor to maintain minimum aggregate cash in
      the amount of $1.1 million;

    * Any negative variance of any disbursement line in the budget
      for the week ending Feb. 1, 2013, or a negative variance by
      15% or more for any of the disbursement line items in the
      budget, or 10% or more from the aggregate total disbursement
      line items in the budget, tested on a cumulative weekly
      basis over a rolling 4-week period starting with the week
      ending Feb. 8, 2013.  A copy of the budget is available at:
      http://bankrupt.com/misc/Powerwave_Consensual_Budget.pdf

    * Termination of the exclusive periods to file and solicit
      acceptances of a plan;

-- Cash collateral will not be used to (a) challenge P-Wave's
    claims and protections; (b) pay fees of the Debtor's counsel
    until the counsel's retainer has been reduced to $200,000, (c)
    pay fees of the Debtor's financial advisor until the retainer
    has been reduced to the lesser amount of $1000,000 or the
    amount of the retainer as of the Petition Date, (d) object to,
    contest, delay, prevent, or interfere with any way the
    exercise and remedies of P-Wave with respect to the collateral
    upon termination of the Debtor's authorization to use cash
    collateral, or (e) make any payment of professional fees for
    any other constituent group, other than in accordance with the
    budget'

-- The Debtor will deliver to P-Wave weekly supplements to the
    budget on each Friday covering a 13-week period.

-- P-Wave will receive adequate protection in the form of:

     * First priority liens on all of the Debtor's assets and
       property, and subject to entry of an acceptable final
       order, avoidance actions pursuant to Chapter 5 of the
       Bankruptcy Code and proceeds of avoidance actions;

     * Superpriortiy claims pursuant to Sec. 507(b) with respect
       to the adequate protection obligations and the proceeds of
       avoidance actions,

     * Monthly current cash payment of reasonable document fees
       and expenses of legal counsel retained by P-Wave;

     * Additional adequate protection under these conditions:

       1. If the Debtor sells assets, the Debtor will pay the
          lender at the time of the closing the net cash proceeds
          from the sale; and

       2. If the aggregate cash of the Debtors on any Friday
          (commencing Feb. 8, 2013), at 5:00 p.m. exceeds
          $5.5 million, then the Debtor will transfer any excess
          cash in newly-segregated account.

Under the parties' proposed order, a final hearing will be held by
the Bankruptcy Court on Feb. 22, 2013, at 9:30 a.m., with
objections due by Feb. 15.

P-Wave is represented by:

         Mark D. Collins, Esq.
         John H. Knight, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, Delaware
         Tel: (302) 651-7700
         Fax: (302) 651-7701

            - and -

         Joseph H. Smolinsky, Esq.
         WEIL, GOTSHAL & MANGES LLP
         767 Fifth Avenue
         New York, New York
         Tel: (212) 310-8000
         Fax: (212) 310-8007

            - and -

         Martin A. Sosland
         WEIL, GOTSHAL & MANGES LLP
         2000 Crescent Court, Suite 300
         Dallas, Texas
         Tel: (214) 746-7700
         Fax: (214) 746-7777

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.  Kurtzman Carson Consultants LLC is
the claims and notice agent.



POWERWAVE TECHNOLOGIES: Wins Approval for KCC as Claims Agent
-------------------------------------------------------------
Powerwave Technologies Inc. sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Kurtzman Carson Consultants LLC as claims and noticing agent
effective as of Jan. 28, 2013.

Although it has not yet filed its schedules of assets and
liabilities, it anticipates that there will be in excess of 7,000
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the case, the Debtor submits that
the appointment of a claims agent is necessary and in the best
interest of both the Debtor's estates and its creditors.

KCC did not receive a retainer in connection with Powerwave's
Chapter 11 case.

On account of its consulting services, KCC personnel will seek
compensation based on a 30% discounted rate:

   Position                            30% Discounted Rate
   --------                            -------------------
Clerical                                   $28 to $42
Project Specialist                         $56 to $98
Technology/Programming Consultant          $70 to $140
Consultant                                 $87 to $140
Senior Consultant                         $157 to $192
Senior Managing Consultant                    $207

Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.  For the interactive voice response in connection with
its call center support services, KCC will charge $0.34 per
minute.

KCC is a "disinterested person" within that term's meaning in
Section 101(14) of the Bankruptcy Code.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


QUANTUM CORP: Incurs $8.1 Million Net Loss in Third Quarter
-----------------------------------------------------------
Quantum Corp. reported a net loss of $8.14 million on
$159.39 million of total revenue for the three months ended Dec.
31, 2012, compared with net income of $3.91 million on
$173.49 million of total revenue for the same period during the
prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $37.91 million on $447.61 million of total revenue,
compared with net income of $2.24 million on $492.06 million of
total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed
$377.94 million in total assets, $450.02 million in total
liabilities and a $72.08 million stockholders' deficit.

"We improved our financial performance in the December quarter,
growing revenue sequentially, driving better-than-expected non-
GAAP profits and generating cash," said Jon Gacek, president and
CEO of Quantum.  "We also had another quarter of record DXi
deduplication sales, which contributed to the 14 percent year-
over-year increase in combined DXi and StorNext(R) revenue we've
achieved over the first three quarters of the fiscal year.

"In addition, even as we scaled back spending, we continued to
invest in new, industry-leading products and solutions for
protecting and managing digital content in physical, virtual,
cloud and big data environments.  These include our LattusTM wide
area storage systems, vmPRO 3.0 virtual backup software, DXi6800
deduplication appliances and Scalar i6000 HD enterprise tape
libraries."

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

                        http://is.gd/woZC5i

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.


QUANTUM CORP: BlackRock Discloses 5.4% 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 12,926,180 shares of common stock of Quantum
Corp representing 5.37% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/WVAsXJ

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million stockholders' deficit.


RADIOSHACK CORP: Janus Capital No Longer Owns Shares
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Janus Capital Management LLC and Perkins Mid
Cap Value Fund disclosed that, as of Dec. 31, 2012, they do not
beneficially own any shares of common stock of RadioShack
Corporation.  A copy of the filing is available at:

                        http://is.gd/FeA6Lu

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RADIOSHACK CORP: Completes Joint Venture with Cybermart
-------------------------------------------------------
RadioShack Corporation, on June 6, 2012, reported that its
subsidiary entered into a joint venture agreement with a direct
wholly-owned subsidiary of SMS Marketing Service (Asia) Co., Ltd.
("Cybermart"), an affiliate of Hon Hai Precision Industry Co.
Ltd., to form a joint venture entity through which RadioShack and
Cybermart will operate small-format retail stores in China,
Taiwan, Hong Kong and Macau.  These retail stores will offer
consumer electronic products, accessories and related services and
will be owned, leased or franchised by the Joint Venture or its
subsidiaries.

On Jan. 31, 2013, RadioShack entered into an Amended and Restated
Joint Venture Agreement with Cybermart and completed the formation
of the Joint Venture.

The Joint Venture provides that RadioShack and Cybermart will hold
49% and 51%, respectively, of the total issued share capital of
the Joint Venture.  In conjunction with the formation and
operation of the Joint Venture, RadioShack and Cybermart have
agreed to initially contribute US$2.94 million and US$3.06
million, respectively, in cash, to the Joint Venture, and may
contribute up to an additional US$34 million (in proportion to
their then current respective shareholding percentages in the
Joint Venture) during the next three years, subject to the terms
and conditions set out in the Joint Venture Agreement.  The board
of directors of the Joint Venture initially will be comprised of
five directors, with two directors nominated by RadioShack and
three directors nominated by Cybermart.

Subject to certain exceptions, neither RadioShack nor Cybermart
may transfer its shares in the Joint Venture.  In the event that
the Joint Venture does not achieve certain financial thresholds or
a deadlock between RadioShack and Cybermart occurs, RadioShack may
offer its shares in the Joint Venture to Cybermart at fair market
value.  If Cybermart elects not to purchase RadioShack's shares in
the Joint Venture or if RadioShack does not offer its shares in
the Joint Venture to Cybermart at fair market value, Cybermart may
offer its shares in the Joint Venture to RadioShack at fair market
value.  If RadioShack elects not to purchase Cybermart's shares in
the Joint Venture or if Cybermart does not offer its shares in the
Joint Venture to RadioShack at fair market value, the Joint
Venture may be liquidated.

The parties have agreed in the Joint Venture Agreement to provide
the Joint Venture with a right of first refusal with respect to
certain retail business opportunities.

In addition, RadioShack entered into a License Agreement granting
the Joint Venture the exclusive right to operate its business
under the "RadioShack" brand and trademarks in China, Taiwan, Hong
Kong and Macau.  RadioShack also entered into a Master Sourcing
Agreement with the Joint Venture that, among other things,
designates RadioShack as the preferred supplier of certain
accessory products, including RadioShack private brands, to the
Joint Venture subject to the terms and conditions set out in the
Master Sourcing Agreement.  RadioShack has also entered into a
License Agreement with the Joint Venture providing that the Joint
Venture may manufacture or cause to be manufactured televisions
branded with the "RadioShack" trademark and offered for sale in
China, Taiwan, Hong Kong and Macau.  RadioShack and Cybermart
currently are in discussions to allow the Joint Venture to
manufacture or cause to be manufactured additional consumer
electronic products.

A copy of the Amended JV Agreement is available for free at:

                        http://is.gd/GiBjUV

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RAYMOND KELLEY: 'Abandon to' Means Convey Title, 8th Cir BAP Says
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge didn't abuse his discretion in
interpreting a provision in a Chapter 11 plan to mean that the
bankrupt must convey title to the bank when the provision called
for the debtor to abandon the property "to" the bank.

The report recounts that the plan provided that the debtor must
"abandon the property to" the bank if it weren't sold within a
year.  When a year elapsed, the bank procured an order from the
bankruptcy court commanding the debtor to convey title to the
bank.  The bankrupt appealed and lost in an opinion written on
Jan. 30 for the U.S. Bankruptcy Panel for the Eighth Circuit in
St. Louis.  The bankrupt argued that the plan provision only meant
that the property lost status as property of the estate, thus
allowing the bank to foreclose.

Writing for the appellate panel, U.S. Bankruptcy Judge Barry S.
Schermer concluded that the bankruptcy judge didn't abuse his
discretion in interpreting the plan to mean that the bankrupt must
convey title.

The case is Kelley v. Centennial Bank (In re Kelley), 12-6050,
U.S. Eighth Circuit Bankruptcy Appellate Panel (St. Louis).  A
copy of the 8th Circuit BAP's Jan. 30 decision is available at
http://is.gd/wZZqspfrom Leagle.com.

Raymond Kelley; Karen Patrice Kelley filed a petition for relief
under Chapter 13 of the Bankruptcy Code on May 18, 2010.  A few
months later, the Debtors' case was converted to Chapter 11.


RESIDENTIAL CAPITAL: Walter Closes Part of Acquisition
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Walter Investment Management Corp. completed its
portion of the $3 billion acquisition of the servicing business
belonging to Residential Capital LLC.

The report discloses that last week, ResCap said Ocwen Financial
Corp. won't complete its part of the acquisition until mid-
February.

Tampa, Florida-based Walter bought the originations and capital
markets platform, including Fannie Mae mortgage servicing rights
covering a portfolio of $50.4 billion in mortgages. The bankruptcy
court in New York approved the sale in November.

Separately, Berkshire Hathaway Inc. was authorized to pay
$1.5 billion for ResCap's mortgage portfolio.

ResCap's $2.1 billion in third-lien 9.625% secured notes due 2015
traded at 9:32 a.m. on Feb. 1 for 108.25 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The $473.4 million of
ResCap senior unsecured notes due April 2013 last traded Jan. 31
for 33.25 cents on the dollar, a 41.5% increase since Dec. 19,
according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or     215/945-7000 ).


RESIDENTIAL CAPITAL: Bankruptcy Court OKs $298M Fannie Mae Deal
----------------------------------------------------------------
Jake Simpson of BankruptcyLaw360 reported that a New York
bankruptcy court signed off on Residential Capital LLC's $298
million settlement with Fannie Mae for losses allegedly caused by
a May bankruptcy filing, allowing ResCap to close a portion of the
$3 billion sale of its mortgage servicing and origination
platform.

The court accepted the stipulation and order, in which ResCap
agreed to pay Fannie Mae $298 million as compensation for losses
allegedly caused by ResCap's May 14 bankruptcy filing in New York
federal court, the report said.

                     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: Wins OK for Locke Lord as Litigation Counsel
-----------------------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained the
Bankruptcy Court's authority to employ Locke Lord LLP as
litigation counsel, nunc pro tunc to Sept. 1, 2012.

The Ordinary Course Professionals Order authorized the Debtors to
employ Locke Lord, among other firms, in the ordinary course of
business.  The OCP Order provides a $50,000 OCP Case Limit per
OCP.  From the Petition Date through October 31, 2012, Locke Lord
has accrued approximately $722,757, in legal fees in connection
with its representation of the Debtors in various litigation
matters.

In order for Locke Lord to continue to represent the Debtors in
various litigation matters, Locke Lord must be retained as
litigation counsel to the Debtors pursuant to Section 327(e) of
the Bankruptcy Code nunc pro tunc to September 1, 2012.

As litigation counsel, Locke Lord will:

   (a) represent the Debtors in connection with various class
       action and complex litigation matters, including the case
       captioned Kral v. GMAC Mortgage;

   (b) represent the Debtors in connection with contested
       foreclosure matters, including borrowers' affirmative
       defenses and counterclaims;

   (c) represent trustees and other owners of loans secured by
       mortgages serviced by the Debtors in litigation involving
       those loans, including claims brought pursuant to the
       Truth in Lending Act, the Fair Credit Reporting Act, the
       Real Estate Settlement Procedures Act, the Equal Credit
       Opportunity Act, state consumer fraud statutes and other
       statutory and common law claims;

   (d) represent the Debtors in housing court matters in which
       municipalities seek to enforce their police powers with
       regard to properties in which the Debtors either have a
       current interest or may have had some interest in the
       past;

   (e) represent the Debtors in responding to governmental
       inquiries, including inquiries by the Department of
       Housing and Urban Development and the Texas Workforce
       Commission; and

   (f) represent the Debtors in offensive litigation in which one
       of the Debtors is a plaintiff and seeks affirmative relief
       against a defendant.

Locke Lord will be paid its customary hourly rates ranging from
$320 to $600 for partners and of counsel, $212 to $380 for
associates, and $216 to $238 for paralegals.  The Debtors will
also reimburse the firm for any necessary out-of-pocket expenses.

Thomas J. Cunningham, Esq., at Locke Lord LLP, in Chicago,
Illinois, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Mr. Cunningham also disclosed that as of the Petition Date, Locke
Lord held a retainer in the approximate amount of $390,305, and
had a prepetition claim against the Debtors' estate in the amount
of $118,123.  Pursuant to the terms of the OCP Order, upon Locke
Lord's deemed retention as an OCP, Locke Lord applied a portion
of the retainer to satisfy its prepetition claim.  Locke Lord has
further applied the retainer to satisfy $50,000 in postpetition
legal fees accrued during each of the months of May, June, July,
August and September.  As of Jan. 3, 2013, the retainer balance
is approximately $44,515.

                     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: Morrison & Forester Discloses New Rates
------------------------------------------------------------
Lorenzo Marinuzzi, Esq., a partner in the law firm of Morrison &
Foerster LLP, in New York, filed a supplemental declaration
disclosing that effective January 1, 2013, M&F's hourly rates for
services to be performed on behalf of Residential Capital LLC and
its affiliates will range as follows:

   Partners                $725 to $1,025
   Of counsel              $575 to $895
   Associates              $370 to $745
   Paraprofessionals       $195 to $395

As reported in the July 5, 2012 edition of the TCR, the Debtors
sought permission to hire Morrison & Foerster as their bankruptcy
counsel.  Residential Capital hired the firm to provide legal
advice with respect to its powers and duties as debtor-in-
possession in the continued operation of its businesses, and
advise the company in connection with the sale of its assets.  The
firm will also provide tax advice to the company regarding its
restructuring, and represent Residential Capital in lawsuits filed
by or against the company.

At the time of the application, Morrison's hourly rates were as
follows:

Professionals          Position                    Hourly Rate
-------------          --------                    -----------
Larren Nashelsky       Bankruptcy Partner              $975
Gary Lee               Bankruptcy Partner              $975
Lorenzo Marinuzzi      Bankruptcy Partner              $865
Norman Rosenbaum       Bankruptcy Partner              $800
Anthony Princi         Bankruptcy Partner              $975
Todd Goren             Bankruptcy Partner              $725
James Tanenbaum        Capital Markets Partner         $995
Jamie Levitt           Litigation Partner              $875
Joel Haims             Litigation Partner              $850
Kenneth Kohler         Capital Markets Sr. of Counsel  $760
Nilene Evans           Capital Markets Of Counsel      $760
Alexandra Barrage      Bankruptcy of Counsel           $695
Jordan Wishnew         Bankruptcy of Counsel           $680
Melissa Beck           Capital Markets Associate       $665
Renee Freimuth         Bankruptcy Associate            $665
Aaron Klein            Bankruptcy Associate            $665
John Pintarelli        Bankruptcy Associate            $655
Samantha Martin        Bankruptcy Associate            $595
Erica Richards         Bankruptcy Associate            $595
Stacy Molison          Bankruptcy Associate            $565
Naomi Moss             Bankruptcy Associate            $505
James Newton           Bankruptcy Associate            $445
Melissa Crespo         Bankruptcy Associate            $380
Laura Guido            Bankruptcy Paraprofessional     $280
John Kline             Bankruptcy Paraprofessional     $295

                     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: Assuming HP and DeVry Contracts
----------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to assume several executory contracts and unexpired
leases, and assign these contracts and leases to the purchasers of
their mortgage loan servicing and origination platform and whole
loan portfolio.

The contracts and leases are:

   (1) A contract between HP Enterprise Services, LLC, as the
       supplier, and GMAC Residential Holding Company, LLC, as
       the customer, pursuant to which HP provides GMACR with
       resources to support helpdesk, security fulfillment,
       desktop and network operations center functions at various
       GMACR locations within the continental United States.  HP
       agreed to extend the expiration from December 31, 2012, to
       January 31, 2013, on the condition that (i) the parties
       would further extend the Contract and (ii) assumption of
       the Contract, as modified by the Amendment, would occur
       prior to January 31, 2013.

   (2) A lease, dated as of January 10, 2012, between DeVry Inc.,
       as sublandlord, and GMAC Mortgage, LLC, as subtenant, for
       the use of real property located at 1140 Virginia Avenue,
       in Fort Washington, Pennsylvania.  The Lease was
       originally set to expire on January 16, 2013.  The Debtors
       entered into an amendment, which extends the expiration
       date to July 16, 2013.  The monthly rent under the Lease
       is $17,466 and the total rental cost for the period from
       January 16, 2013 through July 16, 2013 is $104,798.  The
       Debtors currently occupy the Premises in the ordinary
       course of business.

                     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).


REEVES DEVELOPMENT: Has Final OK to Use IberiaBank Cash Collateral
------------------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, Reeves
Development Company, LLC, and co-debtor Reeves Commercial
Properties, LLC, to use cash collateral of IberiaBank solely for
the purposes and in the amounts identified in a budget.

As adequate protection, IberiaBank is granted continuing first-
priority security interests in all prepetition collateral and
replacement security interests in all postpetition collateral.

As additional adequate protection, IberiaBank will be entitled to
collect and receive net rents attributable to the Oak Park
Shopping Center from the Keeper, beginning in December 2012 to
apply to its claim in a manner to be determined at a later date
through agreement of the Parties or by court order.

IberiaBank is represented by:

          Ronald J. Bertrand, Esq.
          Attorney at Law
          714 Kirby Street
          Lake Charles, LA 70601
          Tel: (337) 436-2541
          Fax: (337) 436-7591
          E-mail: rjblawoffice@aol.com

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development schedules assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REVSTONE INDUSTRIES: Chairman Takes Issue with Creditors' Counsel
-----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the owner and
chairman of bankrupt Revstone Industries LLC balked at the choice
of counsel by the manufacturer's unsecured creditors -- Womble
Carlyle Sandridge & Rice LLP -- pointing to prior work the firm
did for the manufacturer.  In an objection filed in Delaware
bankruptcy court, Chairman George S. Hofmeister said the law firm
did not reveal its history with Revstone when it applied to
represent the company's official committee of unsecured creditors,
which recently launched an investigation of Hofmeister, the report
said.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RG STEEL: Creditors Scrap Plan to Tackle Renco Chief
----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the unsecured
creditors committee of RG Steel LLC on Friday backed off its plan
to sue the billionaire chairman of parent Renco Group Inc. for
allegedly breaching his fiduciary duties while the steelmaker
spiraled into Chapter 11, a move that comes just two weeks after
it sought leave to do so.

The committee, which on Jan. 17 asked the Delaware bankruptcy
court for permission to sue Ira Rennert, filed notice Friday that
it was withdrawing its request without offering an explanation for
the move, the report said.

Cerberus Business Finance, LLC, as agent on behalf of itself and
the other lenders to the Second Lien Credit Agreement dated
Jan. 17, 2012, in responding to the Creditors Committee's request
for leave and standing to use Ira L. Rennert, said:

   -- No settlement negotiations with the Agent that would provide
      financing to litigate the Rennert Claims exist.  The Agent
      also objects to the Committee's assertions that the proceeds
      from the Debtors' preference actions may provide a source of
      funding from the Committee's pursuit of the Rennert Claims.
      According to the Agent, such use of the Prepetition
      Collateral (including cash collateral) would deny the Agent
      and the Lenders the adequate protection that the DIP Order
      and the Cash Collateral Order were intended to provide.

   -- Pursuant to the Cash Collateral Order, the Debtors are
      authorized to use cash collateral in accordance with a
      budget approved by the Agent.  The budget currently in
      effect does not provide for the funding of the Committee
      fees or expenses relating to the prosecution of the Rennert
      Claims.

As reported in the TCR on Jan. 22, 2013, the Committee cites these
claims and causes of action arise from these breaches of fiduciary
duties committed by Mr. Rennert: (a) Rennert's failure to cause
the Debtors to file for bankruptcy in December 2011, instead
delaying the inevitable bankruptcy in order to allow Rernert's
alter ego, The Renco Group, Inc., to transfer a portion of its
equity interests in the Company's parent in an attempt to avoid
potential liability for the Debtors' underfunded pension plans,
and as a result, causing the already hopelessly insolvent Debtors
to be layered with hundreds of millions of dollars in secured
putative indebtedness; (b) Rennert's refusal to cause the Debtors
to file for bankruptcy before expiration of a cure period for
defaults under a coke supply agreement, instead delaying the
bankruptcy in order to negotiate debtor-in-possession "financing"
with the Debtors' prepetition senior agent to dissuade the agent
from drawing down $50 million in cash collateral that Renco had
posted under the Debtors' prepetition senior secured loans, which
delay caused the Debtors' joint venture to purportedly terminate
the coke supply agreement and probably resulted in a loss of
significant amount -- if not a complete loss -- of value of the
Debtors' interests in the said joint venture; and (c) Rennert's
exertion of personal influence over the Debtors' prepetition
senior agent and taking certain actions to prevent the agent from
drawing down on most of the cash collateral that Renco posted.

The Committee says it believes that prosecuting the Rennert Claims
would be appropriate and may provide recoveries in excess of
$238 million for the Debtors' estates and creditors.  The
Committee believes that the Debtors will not pursue the Rennert
Claims because such claims are against the Debtors' sole equity
owner and and controlling manager, the Committee adds.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RICHFIELD EQUITIES: Court Extends Plan Filing Period to May 16
--------------------------------------------------------------
The Hon. Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan extended the time within which
debtors Richfield Equities, LLC, Richfield Landfill, Inc.,
Richfield Management, LLC, Inc., and Waste Away Disposal, LLC fka
Richfield Capital, LLC, have the exclusive right to file a plan
until May 16, 2013.  The time within which the Debtors have the
exclusive right to confirm a plan is extended through and until
July 15, 2013.

Christopher A. Grosman, Esq., at Carson Fischer, PLC, counsel for
the Debtors, said in a court filing dated Jan. 7, 2013, that the
Debtors have incurred a variety of logistical and practical issues
which have made it impracticable for them to file a combined plan
and disclosure statement prior to Jan. 16, 2013, including:

      a. the Debtors' senior management and case professionals
         have been diligently attempting to satisfy all filing
         requirements in the Chapter 11 cases;

      b. the Debtors have been working diligently to negotiate
         terms and asset purchase agreements, draft and file sale
         procedures and approval pleadings, negotiate and resolve
         procedures and sale objections, and close on sales of a
         substantial portion of Debtors' assets (all of which have
         been accomplished);

      c. the Debtors only remains assets are one landfill and
         certain machinery, equipment and fleet
         equipment/vehicles.  The Debtors continue to work
         diligently to locate buyers for all remaining assets; and

      d. the Debtors have also had to address miscellaneous case
         issues as they arise.

On Oct. 16, 2012, the Debtors filed sale motions pursuant to which
the Debtors sought entry of bidding procedures orders and sale
approval orders, in connection with (i) the sale of a portion of
the Debtors' assets, properties and rights used in the operation
of their business to Halton Recycling Ltd., on behalf of one or
more affiliated U.S. business entities to be formed pursuant to an
asset purchase agreement dated Oct. 15, 2012, subject to higher
and better offers; and (ii) the sale of the sale of certain
executory contracts for the collection, transfer and disposal of
MSW in Oakland County to Rizzo Environmental Services, Inc.,
pursuant to an asset purchase agreement dated Oct. 15, 2012,
subject to higher and better offers.

On Nov. 8, 2012, the Court entered an order approving the Halton
APA and the Halton Sale and an order approving the Rizzo Contracts
APA and the Rizzo Contracts Sale.  On Nov. 9, 2012, the Debtors
closed the transactions related to the Rizzo Contracts Sale and
the Halton Sale.

Pursuant to the Court's relevant Nov. 29, 2012 orders, the Debtors
obtained Court authority to sell 37 additional trucks.

Subsequent to the closing on the sales, the Debtors remaining
assets generally consist of:

      a. additional fleet equipment/trucks;

      b. the Richfield Sanitary Landfill in Davison, Michigan; and

      c. certain machinery, equipment, and contracts associated
         with Debtors operation of the Richfield Landfill.

The Debtors, according to Mr. Grosman, are continuing to work
diligently to locate buyers for all of their remaining assets.

The Debtors have been cooperating with the Committee throughout
the Chapter 11 cases, Mr. Grosman stated.

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.  Quarton Partners
serves as their investment banker.

Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RITE AID: Commences Debt Refinancing Transactions
-------------------------------------------------
Rite Aid Corporation has commenced a series of debt refinancing
transactions that would extend the maturity of a portion of Rite
Aid's outstanding indebtedness and lower interest expense.  The
refinancing transactions are expected to include:

   * the amendment and restatement of Rite Aid's existing
     revolving credit facility;

   * the refinancing of Rite Aid's $1.039 billion Tranche 2 Term
     Loan due 2014 with the proceeds of a new term loan, together
     with borrowings under the amended revolving credit facility;
     and

   * cash tender offers for Rite Aid's $410 million aggregate
     principal amount of 9.750% Senior Secured Notes due 2016;
     $470 million aggregate principal amount of 10.375% Senior
     Secured Notes due 2016; and $180.3 million aggregate
     principal amount of 6.875% Senior Debentures due 2013, with
     the proceeds from new first or second lien term loans,
     together with borrowings under the amended revolving credit
     facility and available cash.

Rite Aid has not yet determined the amount of the amended
revolving credit facility or new term loans.  Rite Aid currently
has signed commitments for a $1.5 billion revolving credit
facility, which are subject to customary terms and conditions.
Rite Aid's results of operations and guidance will likely be
impacted by fees, expenses and charges related to the refinancing
transactions.

As part of the Tender Offers, Rite Aid is soliciting consents for
amendments that would eliminate or modify certain covenants,
events of default and other provisions contained in the indentures
governing the Notes.  Holders who tender their Notes will be
deemed to consent to all of the proposed amendments applicable to
that series and holders may not deliver consents without tendering
their Notes.  The Tender Offers and Consent Solicitations are
being made pursuant to separate Offers to Purchase and Consent
Solicitation Statements, each dated Jan. 31, 2013, and related
Consents and Letters of Transmittal.

The Tender Offers will expire at midnight, Eastern Time, on
Feb. 28, 2013, unless extended or earlier terminated.  Rite Aid
may extend or terminate one or more of the Tender Offers without
impacting the other Tender Offers.  Under the terms of the Tender
Offers, holders of the Notes who validly tender and do not
withdraw their Notes prior to midnight, Eastern Time, on Feb. 13,
2013, and whose Notes are accepted for purchase, will receive the
applicable "Total Consideration," which is equal to the applicable
"Tender Offer Consideration" plus a consent payment of $30.00 per
$1,000 principal amount of tendered Notes.  Holders of Notes who
validly tender their Notes after the Consent Payment Date but on
or before the Expiration Date, and whose Notes are accepted for
purchase, will receive only the applicable Tender Offer
Consideration.

Rite Aid reserves the right but is under no obligation, at any
point following the Consent Payment Deadline and before the
Expiration Date, to accept for purchase Notes of one or more of
the series validly tendered and not subsequently withdrawn at or
prior to the Consent Payment Deadline, subject to satisfaction or
waiver of the conditions to the Tender Offers.  In addition to the
Total Consideration or the Tender Offer Consideration, holders
whose Notes are accepted in the Tender Offer will receive accrued
and unpaid interest from and including the most recent interest
payment date, and up to, but excluding, the applicable settlement
date.  Holders of 6.875% Debentures whose tenders are settled
prior to Feb. 15, 2013, will be deemed to have consented to giving
up any claim to the interest payment due on Feb. 15, 2013, that
they might otherwise have as a result of the related interest
payment record date of Feb. 1, 2013, and will receive only the
accrued interest.

Rite Aid intends to redeem any 9.750% Notes and 10.375% Notes not
tendered in the Tender Offers and Consent Solicitations.  Rite Aid
intends to satisfy and discharge any 6.875% Debentures that remain
outstanding after the Tender Offer and Consent Solicitation.
Holders of 6.875% Debentures that are satisfied and discharged
will continue to receive regular interest payments and repayment
of their 6.875% Debentures will be made at maturity on Aug. 15,
2013.  In addition, on Jan. 25, 2013, Rite Aid called for
redemption, and will redeem on Feb. 25, 2013, all of its $6
million aggregate principal amount of outstanding 9.25% Senior
Notes due 2013.

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

                         http://is.gd/HLNgbv

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2013,
Moody's Investors Service changed Rite Aid Corporation's outlook
to positive from stable.  All existing ratings including its Caa1
Corporate Family Rating and Speculative Grade Liquidity rating of
SGL-3 are affirmed.


ROSELAND VILLAGE: Feb. 20 Hearing on Adequacy of Plan Outline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
continued until Feb. 20, 2013, at 12 p.m., the hearing to consider
adequacy of information in the disclosure statement explaining
Roseland Village and its affiliate's proposed Chapter 11 Plan.

As reported in the Troubled Company Reporter on Nov. 11, 2011, the
Debtors proposed to develop the property and pay all creditors
the principal balance owed to them, plus interest at market rates,
over a five-year period.  As a backstop, the Debtors are proposing
to sell or allow a secured creditor to foreclose on the property
that serves as its collateral if payments are not made or
commenced to the satisfaction of the secured creditor at the end
of the fifth year from the Effective Date.

Based on the Debtors' calculations, if Roseland is developed as
they plan, there are sufficient assets to pay all of their
creditors 100% of the obligations owed to them.

Funding for the initial phase of development of infrastructure
will be sourced from deposits from a national builder and, if
necessary, loans from private equity sources.  Partnerships with
various municipal agencies and private investors can also be
developed to fund key components of the project's infrastructure.

Roseland Village owes its secured creditors approximately
$20,782,634.  Unsecured Claims without priority total $490,107.61.
Included in this amount is $422,987 owed to insiders.

On the other hand, GBS owes its secured creditors' Creditors in
the approximate amount of $23,079,101.56.  Unsecured Claims
without priority total $1,243,068.37.  Included in this amount is
$1,122,660.11 owed to insiders.

Equity Holders in both Roseland Village and GBS will maintain the
same equity interest that they had in the Debtors prior to the
filing of the Chapter 11 Petition.  The equity holders will only
receive a distribution if all non-insider creditors receive all
the payments that are set forth in the Plan.

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

        http://bankrupt.com/misc/roselandvillage.dkt69.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $42,950,000 in assets and $38,208,142 in
liabilities as of the Chapter 11 filing.  The petition was signed
by George B. Sowers, Jr., president, who serves as the  Debtor's
designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


ROTECH HEALTHCARE: Jefferies Lowers Equity Stake 4.3%
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jefferies High Yield Trading, LLC, Jefferies
High Yield Holdings, LLC, and Jefferies Group, Inc., disclosed
that, as of Dec. 31, 2012, they beneficially own 1,107,000 shares
of common stock of Rotech Healtcare Inc. representing 4.3% of the
shares outstanding.  Jefferies previously reported beneficial
ownership of 1,368,000 common shares or a 5.3% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                         http://is.gd/CUBcJb

                       About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


SABRE INC: Moody's Rates New $2.5 Billion First Lien Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to a proposed
$2.552 billion first lien credit facility offered by Sabre, Inc.,
a wholly-owned subsidiary of Sabre Holdings Corporation. No other
ratings are impacted, including Sabre's B2 Corporate Family Rating
and stable ratings outlook. Proceeds from the new term loans will
be used to repay all existing term loans and the new revolver will
replace the existing revolvers. Ratings on the existing term loans
and revolvers will be withdrawn upon closing of the refinancing
transaction.

Ratings assigned (and Loss Given Default assessments) to Sabre,
Inc.:

  Proposed $352 million first lien revolver due 2018, B1 (LGD3,
  41%)

  Proposed $250 million first lien term loan C due 2018, B1
  (LGD3, 41%)

  Proposed $1,950 million first lien term loan B due 2019, B1
  (LGD3, 41%)

Existing ratings (and Loss Given Default assessments):

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $800 million Sabre, Inc. 8.5% first lien notes due 2019, B1
  (LGD 3, 41%)

  $400 million Sabre Holdings Corporation 8.35% senior unsecured
  notes due March 2016, Caa1 (LGD 6, 92%)

Existing credit facility ratings (and Loss Given Default
assessments) at Sabre, Inc. - to be withdrawn upon closing of the
transaction:

  $216 million first lien revolver due March 2013, B1 (LGD 3,
  41%)

  $284 million first lien revolver due September 2016, B1 (LGD 3,
  41%)

  $238 million first lien term loan due September 2014, B1 (LGD
  3, 41%)

  $1.163 billion first lien term loan due September 2017, B1 (LGD
  3, 41%)

  $776 million first lien term loans due December 2017, B1 (LGD
  3, 41%)

Ratings Rationale:

The refinancing is leverage-neutral and has no ratings impact.
However, the proposed transaction is a positive credit event as it
will improve Sabre's debt maturity wall while converting the
maintenance covenant package to covenant-lite with a higher
maximum leverage ratio. Interest expense and free cash flow will
be positively impacted from a lower interest rate, generating
annual interest savings of over $18 million initially as currently
proposed. Liquidity also benefits from a larger long-term revolver
commitment.

The B2 CFR and stable outlook reflect Moody's expectation that
consolidated revenues will grow 3-5% annually over the next 12-18
months, driven primarily by organic expansion in the airline and
hotel software-as-a-service segment. Sabre has improved its
financial leverage (debt / EBITDA) through steady debt reduction
and earnings growth, and Moody's anticipates that leverage will
fall below 5 times over the next 12-18 months. The ratings could
be downgraded if volumes or pricing come under stress from the
loss of significant customers, financial leverage rises above 6
times, or liquidity deteriorates. The ratings could be upgraded if
Sabre were to favorably resolve the anti-trust lawsuit with U.S.
Airways and the investigation by the DOJ, successfully renews
major supplier contracts, demonstrates organic revenue and
earnings growth, and maintains debt / EBITDA below 5.5x.

Headquartered in Southlake, Texas, Sabre owns one of the three
largest global distribution systems, a leading software-as-a-
service business that provides technology solutions to travel
suppliers globally, and an online travel agency (Travelocity).
Sabre is owned by TPG Partners, Silver Lake Partners and other co-
investors. Annual revenues exceed $3 billion.

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


SCHOOL SPECIALTY: Continues to Press for Fast Auction
-----------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that school
Specialty Inc. lowered a few barriers to entry for its auction but
is sticking to the quick-sale time line that drew creditor
complaints.

Would-be buyers of the educational supplies company would now only
have to top lender and lead bidder Bayside Capital's $95 million
offer by $1.65 million instead of $4.5 million, according to a
filing with the U.S. Bankruptcy Court in Wilmington, Del.,
according to the report.

School Specialty is seeking bankruptcy approval to commence a sale
process where term loan lenders would buy the assets in exchange
for secured debt, unless another party steps in.

The company blamed bankruptcy on cuts in state budgets for
education. It said that the global financial crisis that began in
2008 has had an extremely negative impact on the funding that is
available for schools.

On Jan. 4, 2013, the Debtors failed to comply with the month-end
$20 million liquidity covenant triggered events of default under
their revolving senior secured asset-credit facility and their
term loan.  Accordingly, Bayside Financial LLC, as administrative
agent and collateral agent, accelerated the debt under the term
loan.

Bayside Financial is the agent for term loan lenders owed $92
million.  The Debtors also owe $47.6 million on a secured
revolving credit with Wells Fargo Capital Finance LLC as agent.
In addition, there is $157.5 million owing on convertible
subordinated debentures.

                      Sale to Bayside

The Debtors determined that a going concern sale of the assets
would likely provide the most effective and efficient means to
maximize a return for the Debtors, their estates and all parties-
in-interest.

The Debtors have signed an asset purchase agreement dated Jan. 28,
2013, with Bayside School Specialty LLC, a company formed by the
term loan lenders.  Bayside's offer will be $95 million in the
form of a credit bid in an amount of the outstanding obligation
under the prepetition term loan and the DIP loans.

To ensure that the Debtors receive the highest or best offer for
the assets, upon approval of the bid procedures, the Debtors will
launch a marketing process and contact a wide range of potential
strategic investors and financial investors, including existing
stakeholders that might be interested in purchasing some or all of
the Debtors' assets.

Under the Debtors' proposal, to participate in the auction,
interested parties must have initial bids that exceeds Bayside's
$95 million offer by at least $4.5 million.  The initial bids must
be delivered by March 19 in order to participate in the March 25
auction at the offices of Paul, Weiss, Rifkind, Wharton & garrison
LLP, in New York.

Under the proposed rules and as required by Bayside, the Debtors
are required to obtain approval of the sale process by Feb. 8,
commence the auction by March 25, and obtain approval of the sale
to the winning bidder by March 27.

In the event that Bayside School is outbid at the auction, it will
receive a $2.85 million break-up fee, which represents 3% of the
purchase price.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition disclosed assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Judge OKs $50M DIP Despite Objections
-------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that insolvent
educational supply company School Specialty Inc. got clearance for
a much-needed $50 million cash injection Wednesday after a
Delaware bankruptcy judge gave interim approval to its debtor-in-
possession financing package from private equity firm Bayside
Capital Inc., following a seven-hour hearing.

Secured lender Bayside Capital and a steering committee of
converted noteholders had each offered the Wisconsin-based company
a $50 million DIP facility, albeit on vastly different terms, and
the court said it would not second-guess School Specialty's
decision to accept Bayside's offer, the report related.

                       About School Specialty

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty's balance sheet at Oct. 27, 2012, showed $494.52
million in total assets, $394.58 million in total liabilities and
$99.93 million in total shareholders' equity.

School Specialty and its subsidiaries entered into two forbearance
agreements with their lenders following events of default.  Under
both Forbearance Agreements, the lenders agreed to forbear from
exercising their rights and remedies under the credit agreements
until Feb. 1, 2013.


SCHOOL SPECIALTY: Common Stock to be Delisted from Nasdaq
---------------------------------------------------------
School Specialty, Inc., has received written notification from the
staff of The Nasdaq Stock Market, notifying the Company that its
common stock traded under the symbol SCHS will be suspended from
trading on the Nasdaq , and that the Nasdaq staff will apply to
the Securities and Exchange Commission to commence delisting
procedures for these securities.

The suspension will begin prior to the opening of the market on
February 6, 2013.   The Nasdaq staff advised School Specialty that
it is taking these steps because of the Company's Jan. 28, 2013,
voluntary Chapter 11 filing, the residual equity interest of the
existing listed securities holders, and because the average
closing price of the Company's common stock will likely fall below
Nasdaq's continued listing minimum share price standard of $1 over
a consecutive 30-trading day period.

Due to the company's Chapter 11 filing and related sale process,
School Specialty does not oppose the suspension and delisting of
its securities.

Price quotations for the Company's common stock may become
available under new symbols on the OTC Bulletin Board (OTCBB) and
Pink Sheets Electronic Quotation Service in the future.
Information about these services is available at www.otcbb.com and
www.pinksheets.com.

School Specialty cannot predict what the ultimate value of any of
its securities may be and it is uncertain whether shareholders
will receive any distribution from proceeds of a sale and whether
these securities will have any value following the Chapter 11
case.  As a result, School Specialty urges investors to exercise
appropriate caution with respect to any existing or future
investments in School Specialty's securities.

                       About School Specialty

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty filed a Chapter 11 petition (Bank. De. Del. Case
No. 13-10125) on Jan. 28, 2013.  David N. Vander Ploeg signed the
petition as chief financial officer.  The Hon. Kevin J. Carey
presides over the case.  The Debtor is represented by Paul Weiss
Rifkind Wharton & Garrison LLP.  School Specialty's balance sheet
at Oct. 27, 2012, showed $494.52 million in total assets, $394.58
million in total liabilities and $99.93 million in total
shareholders' equity.  School Specialty filed for bankruptcy
protection to facilitate the sale of the Company's assets to an
affiliate of Bayside Capital, Inc.


SCIENTIFIC GAMES: Moody's Reviews Ba3 CFR for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Scientific Games Corporation's
ratings, including its Ba3 Corporate Family and Ba3-PD Probability
of Default ratings under review for possible downgrade following
the company's recent announcement that it entered into a
definitive agreement to acquire WMS Industries Inc. for
approximately $1.5 billion. WMS designs, manufactures and markets
video and mechanical reel-spinning gaming machines, and video
lottery terminals. The acquisition is anticipated to close by the
end of this year.

Ratings placed on review for downgrade:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

  $250 million senior secured revolver expiring 2015 at Ba1
  (LGD2, 18%)

  $561 million senior secured term loan due 2015 at Ba1 (LGD2,
  18%)

  $250 million 8.125% senior subordinated notes due 2018 at B1
  (LGD5, 74%)

  $350 million 9.25% senior subordinated notes due 2019 at B1
  (LGD5, 74%)

  $300 million 6.25% senior subordinated notes due 2020 at B1
  (LGD5, 74%)

Ratings Rationale:

The review for downgrade considers Moody's opinion that SGC's
leverage - already considered high for the current rating - will
increase further as SGC plans to fund the purchase price with the
proceeds from a new term loan that will double the company's debt
to approximately $3.1 billion from $1.5 billion, and increase
debt/EBITDA to 6.5 times on a pro forma basis from 6.0 times
reported at the 12-month period ended September 30, 2012 (Moody's
adjusted and based on actual results). Notwithstanding concerns
over leverage, Moody's favorably views the strategic rationale of
the acquisition given the complementary nature of their products
as well as enhanced scale and business/geographic diversity.

SGC had a negative outlook prior to this review based on Moody's
view that the company's pace of deleveraging has been slower than
anticipated, and that in the absence of meaningful earnings
growth, this unfavorable trend would continue.

Moody's review will focus on the expected performance of the
combined entities, pro forma credit metrics, the plans for
integration, the timing and magnitude of synergy realization,
organic growth initiatives, the strategy for deleveraging, and the
potential for additional acquisitions, as well as the combined
organization's free cash flow generation capabilities, capital
investment requirements, and liquidity.

Moody's review will also focus on SGC's stand-alone business
performance. To the extent SGC's operating performance remains
pressured such that credit metrics do not improve; the ratings
could be downgraded exclusive of the proposed acquisition.

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

Scientific Games Corporation is an integrated supplier of instant
tickets, systems, and services to lotteries worldwide. The company
also supplies server based gaming terminals and systems,
interactive betting terminals and systems, and wagering systems
and services to licensed bookmakers. On a combined basis SGC and
WMS would have annual revenues of about $1.6 billion.


SEMCRUDE LP: Court Throws Out SPCP Suit Over Claim Purchase
-----------------------------------------------------------
District Judge Paul A. Crotty dismissed a lawsuit commenced by
SPCP Group, LLC, over its purchase of claims held by Eagle Rock
Field Services, LP; Eagle Rock Operating, LP; and Eagle Rock
Pipeline GP, LLC, in the bankruptcy proceeding of SemCrude LP.
SPCP paid approximately $3 million to defendants Eagle Rock Field
Services and Eagle Rock Operating for the rights to claims worth
around $3.9 million.  When these claims were ultimately reduced in
the bankruptcy proceeding and Eagle Rock refused SPCP's demand to
cover the shortfall, SPCP sued, asserting breach of the contracts
assigning the claims.  At the core of the dispute is the meaning
and scope of a carve-out provision contained in the claim
assignment contracts.  On the basis of this provision, Eagle Rock
sought dismissal of the complaint.

ERFS and EROP sell oil and gas products, including condensate.

On Jan. 28, 2009, ERFS and EROP filed proofs of claim for
approximately $3.4 million and $640,000 respectively, against
SemCrude pursuant to Section 503(b)(9) of the Bankruptcy Code,
under which a creditor may file an administrative expense claim
for the value of goods delivered to a debtor in the 20 days prior
to the filing of a Chapter 11 petition.  The claims are known as
"twenty-day claims" and are given priority in the bankruptcy
process over general unsecured claims.

On Aug. 7, 2009, ERFS assigned its twenty-day claim for the amount
of $3,298,892.08 to SPCP.  On August 11, 2009, EROP assigned its
twenty-day claim for the amount of $616,146.75 to Longacre
Opportunity Fund, L.P., which subsequently assigned the claim to
SPCP, incorporating all of the terms set forth in the EROP-
Longacre assignment.

In August 2009, Bank of America, acting as administrative agent,
filed global objections to the allowance of all the twenty-day
claims identified by SemCrude, on the basis that each creditor be
required to prove its respective claim through individualized
facts after the Bankruptcy Court determined the threshold issues
of law.  In February 2010, BofA objected to the claims of ERFS and
EROP on the grounds that SemCrude did not receive the condensate
on which their claims were based.  SPCP asserts the February 2010
objections constitute an impairment pursuant to the Assignments.

Ultimately, in May and June 2011, BofA, SemCrude, and SPCP entered
into a settlement agreement whereby SPCP received a cash payment
and a general unsecured claim for the twenty-day claims of ERFS
and EROP that were assigned to SPCP.  After this settlement, there
remained a shortfall between the payment SPCP received and the
amount of the claims that SPCP had purchased from Eagle Rock.
SPCP made a demand on Eagle Rock for payment of the repurchase
amount of $180,429.36 plus interest, attorneys' fees, and costs.
Eagle Rock refused SPCP's demand and SPCP brought the lawsuit.

Eagle Rock argues that SPCP's causes of action are precluded by
the Assignments' exclusion.

According to Judge Crotty, the materials filed in the Bankruptcy
Court proceedings add further support to Eagle Rock's
interpretation of the Assignment language.  In light of these
materials, and the plain language of the Assignments, the Court
said the Assignments are unambiguous and construes the phrase "any
supplements or amendments" in Section 4(n) in the definition of
Global 503(b)(9) Objections to 20 Day Claims to include the
February 2010 Objections.  Accordingly, the February 2010
Objections cannot from the basis for an Impairment.

The lawsuit is, SPCP GROUP, LLC, Plaintiff, v. EAGLE ROCK FIELD
SERVICES, LP, EAGLE ROCK OPERATING, LP, and EAGLE ROCK PIPELINE
GP, LLC, Defendants, No. 12 Civ. 3610 (S.D.N.Y.).  A copy of the
Court's Jan. 30, 2013 Memorandum Opinion and Order is available at
http://is.gd/cjdegbfrom Leagle.com.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEVEN SEAS: Credit Facility Repricing No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service reports that Seven Seas Cruises S. DE
R.L.'s plan to re-price its existing credit facility - comprised
of a $40 million first lien revolving credit facility (undrawn)
and approximately $296 million outstanding first lien term loan -
does not affect the company's B2 Corporate Family Rating, debt
instrument ratings or stable rating outlook.

The principal methodology used in this rating was Global Lodging
and Cruise Industry Rating Methodology published in December 2010.

Seven Seas is a cruise ship operator that targets the luxury
segment of the cruise industry with destination-oriented cruises.
Seven Seas was acquired by Prestige Cruise Holdings, Inc., In
January 2008. Seven Seas owns three luxury cruise ships with
aggregate berth capacity of 1,890, and generates about $518
million of gross annual revenue. Affiliates of Apollo Management
L.P. own a large ownership interest in Seven Seas' ultimate
parent, PCH through Prestige Cruise International, Inc. PCH also
owns Oceania Cruises, which in turn owns Insignia Vessel
Acquisition, LLC (B3, negative).


SHUANEY IRREVOCABLE: Taps Litvak Beasley for Regions Bank Rift
--------------------------------------------------------------
Shuaney Irrevocable Trust has filed papers in U.S. Bankruptcy
Court to employ Robert O. Beasley, Esq., at Litvak Beasley and
Wilson as Debtor's special legal counsel.

Mr. Beasley will represent the Debtor in Adversary Proceeding No.
12-03026-WWS commenced by the Debtor against Beach Community Bank
and Regions Bank, and Adversary Proceedings No. 12-03044-WWS
commenced by Regions Bank against the Debtor and Beach Community
Bank.

The Debtor has entered into a fee agreement, which, subject to
approval and admission by the Court, provides payment of $300 per
hour for Mr. Beasley's services.  . Beasley will seek
reimbursement of expenses incurred in connection with this
representation.

Mr. Beasley attests that his firm or its professionals are not
insiders of the Debtor and are unrelated by blood or marriage to
the Debtor, its trustee, the Debtor's grantor and the Debtor's
Beneficiaries; and have not been engaged in any business with the
Debtor, its Trustee, Grantor or Beneficiaries as a shareholder,
partner, member, joint venturer or otherwise.

                            Disclosures

Mr. Beasley discloses that he represents W. Todd Schweizer in a
case commenced by Adams Homes of Florida, Inc., against the Debtor
and other defendants pending in Circuit Court of Santa Rosa
County, Case No. 2008-CA-000521. Neither the Debtor nor
Mr. Beasley believe there is any conflict created by this
representation.  The Debtor has been represented in this case by
Mark Freund.

Mr. Beasley further discloses that he represents Hit Sum To Me,
LLC and 4 Dakota Ventures, LLC, which have commenced litigation
against Beach Title Services, a subsidiary of Beach Community
Bank, in Circuit Court of Okaloosa County, Florida, Case No. 2012-
CA-001871.  The Debtor owns an undivided 24% stake in Hit Sum To
Me LLC.  The defendant, Beach Title Services, LLC, is owned in
part by the defendant, Beach Community Bank, which is a principal
creditor of the Debtor in the Debtor's Chapter 11 case.  There is
no conflict created by this representation of Mr. Beasley in this
Circuit Court case as the Debtor's interests are aligned with the
interests of Hit Sum To Me, LLC, and 4 Dakota Ventures, LLC, the
entities which Mr. Beasley represents in the Circuit Court.

Mr. Beasley also represents W. Todd Schweizer in a matter pending
in Circuit Court of Okaloosa County County, Case No. 2010-CA-
001456 in litigation against Michael J. Given. Neither the Debtor
nor Mr. Beasley believe there is any conflict created by this
representation.

Furthermore, Mr. Beasley represents W. Todd Schweizer in a matter
pending in Circuit Court of Okaloosa County, Case No. 2010-CA-
001459 in litigation against Michael J. Given.  The Debtor is also
a plaintiff in this action.  The defendant, FishLipz Holdings,
LLC, is indebted to the Debtor for $8,306. Neither the Debtor nor
Mr. Beasley believes there is any conflict created by this
representation.

The grantor of the Debtor was W. Todd Schweizer, and the
beneficiaries of the Trust are his two children, Joshua T.
Schweizer and Whitney E. Schweizer.   W. Todd Schweizer owes the
Debtor $1,000,000.

                 About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.   The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.


SINCLAIR BROADCAST: BlackRock Reports 5.2% 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 2,722,779 shares of common stock of Sinclair
Broadcast Group Inc. representing 5.20% of the shares outstanding.
A copy of the filing is available at http://is.gd/gL0K8C

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

The Company's balance sheet at Sept. 30, 2012, showed
$2.24 billion in total assets, $2.29 billion in total liabilities,
and a $52.38 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SKINNY NUTRITIONAL: Two Additional Directors Resign from Board
--------------------------------------------------------------
John Hewes and Francis Kelly, who have been serving as members of
the board of directors of Skinny Nutritional Corp., advised the
Company of their decision to resign from the board of directors
and all board committees on which they served, effective Jan. 25,
2013.  The Company received written confirmation of Mr. Hewes'
resignation in a letter dated Jan. 27, 2013, and received written
confirmation of Mr. Kelly's resignation on Jan. 28, 2013.

In each case, the correspondence received from Mr. Hewes and Mr.
Kelly contains their statements regarding the circumstances
resulting in their decisions to resign from the board of
directors.  In their letters, Mr. Hewes and Mr. Kelly state that
their decision to resign was due to their conclusion that the
Company was not willing to provide the directors with the
information required for them to perform their duties.  The
letters also include additional statements by Mr. Hewes and Mr.
Kelly in which they assert examples of the Company's problems
which were not made known to the Board on a timely basis,
contributing to their decisions to resign.

The Company does not concur with the characterizations regarding
its purported unwillingness to provide necessary information to
the directors as set forth in the correspondence received from Mr.
Hewes and Mr. Kelly.

This is the third director resignation the Company received this
year.  As previously disclosed, Michael Zuckerman notified the
Company of his decision to resign from the Board effective
Jan. 17, 2013.  Mr. Zuckerman stated in his letter of resignation
that he does not have confidence that he was being kept informed
of facts and events that involve the Company and bear on his
responsibilities as a director.

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.

                        Bankruptcy Warning

On June 28, 2012, the Company and Trim Capital, LLC, entered into
a Purchase Agreement relating to a financing transaction for a
maximum of $15,000,000 in total proceeds to the Company.

Under the Note, the termination of the Purchase Agreement prior to
the consummation of the third closing for any reason other than by
the Company due to a breach by Trim Capital or its affiliates is
an event of default under the Notes, making the Notes become
immediately due and payable.

"As our cash resources are extremely limited, we do not anticipate
having sufficient capital to repay the Notes in such an event.  If
we cannot repay the Notes when due, the Purchaser, as the holder
of the Notes will be able to exercise its rights as a secured
party under the Security Agreement and IP Security Agreement,
including foreclosure on our assets.  As the collateral securing
our obligations under the Notes consist of all of our assets, upon
an event of default, the Purchaser, as the holder of the Notes,
would be in a position to take possession of all of our assets,
subject to the rights of our senior lender.  Further, we would not
have sufficient assets with which to repay our creditors, who in
turn would be likely to take action against us to protect their
interests.  In addition, our suppliers would also be expected to
cease doing business with us and we would need to consider seeking
protection under applicable bankruptcy laws or cease doing
business altogether."


SOUTHLAKES DAIRY: Court Denies Plea to Extend Plan Filing Period
----------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California has denied South Lakes Dairy Farm's
motion to extend the exclusivity period for filing a plan of
reorganization until Feb. 10, 2013, and to solicit acceptance of
that plan until May 26, 2013.

In a court filing dated Dec. 20, 2012, the Debtor said that its
bankruptcy case has been pending for less than 120 days.  The
Debtor told the Court that during that period, the Debtor has
complied with its administrative duties and worked to improve its
business operations.  The Debtor has changed its feeding program
and improved its milk production.  The amount of debt in this case
is about $26 million, of which about $16.5 million is owed to its
largest creditor, Wells Fargo Bank, and is secured by the Debtor's
personal property assets.  Post-petition, the Debtor has
negotiated with Wells Fargo Bank concerning terms of a plan of
reorganization, has prepared projections based on the operation of
its dairy business, and has begun to formulate a plan.
Notwithstanding the Debtor's efforts, there has been insufficient
time to negotiate terms and formulate a plan within the
exclusivity period that the Debtors believe can be circulated,
modified if necessary, and to solicit votes for confirmation.  The
Debtor asked for an additional 45 days to propose a plan, and an
additional 90 days to obtain acceptance of a plan.

The terms of repayment of Wells Fargo Bank are still unresolved.
"The Debtor believes the terms of repayment can be agreed upon and
memorialize in a plan," the Debtor said.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTHERN AIR: Byron's W. Murphy Okayed as Restructuring Chief
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Southern Air Holdings, Inc., et al., to employ Byron Advisors, LLC
as an independent contractor to provide management services and to
designate William B. Murphy as chief restructuring officer.

As reported in the Troubled Company Reporter on Jan. 25, 2013,
Byron Advisors and Mr. Murphy is expected to, among other things:

   -- oversee and assist the Debtors with preparation of proposed
      and final financial forecasts/budgets for 2013 and
      subsequent years;

   -- assist in the preparation of financial reporting and
      corresponding business planning and capital allocations in
      accordance with the Debtors' chapter 11 plan; and

   -- maintain the Debtors' relationship with the lenders and the
      Creditors Committee.

The parties agree to this compensation structure:

   1) The Debtors will pay a $20,000 retainer.

   2) In exchange for the CRO services, the Debtors will pay Byron
      Advisors $20,000 bi-weekly, for an aggregate monthly payment
      of $40,000.

   3) The Debtors will reimburse all reasonable, incidental and
      related expenses.

                        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.


SOUTHERN AIR: Mesirow Okayed as Committee's Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Southern Air Holdings, Inc., et al., to retain Mesirow
Financial Consulting, LLC as financial advisor.

Mesirow Financial is expected to, among other things:

   a) review and analyze the reporting regarding cash collateral
      and any debtor-in-possession financing arrangements and
      budgets;

   b) evaluation potential employee retention and severance
      plans; and

   c) analyze assumption and rejection issues regarding executory
      contracts and leases.

The hourly rates of Mesirow's personnel are:

         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

The Committee added that Mesirow's hourly rates will increase on
Jan. 1, 2013, as:

         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

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 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.




SPANISH BROADCASTING: BlackRock Holds 5.2% 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 215,459 shares of common stock of Spanish
Broadcasting System Inc. representing 5.17% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/aVbRBc

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2012, showed
$473.83 million in total assets, $427.51 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $46.03 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.


SPANISH BROADCASTING: EVP and General Counsel Resigns
-----------------------------------------------------
Melanie Montenegro provided notice to Spanish Broadcasting System,
Inc., that she is resigning from her positions of Executive Vice
President and General Counsel of the Company, effective Jan. 25,
2013.  Ms. Montenegro will assist the company in the transition of
her duties.

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2012, showed
$473.83 million in total assets, $427.51 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $46.03 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.


SPRINT NEXTEL: BlackRock Discloses 5.2% 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 154,874,860 shares of common stock of Sprint
Nextel Corp. representing 5.16% of the shares outstanding.  A copy
of the filing is available at http://is.gd/Y4YVOL

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at Sept. 30, 2012, showed
$48.97 billion in total assets, $40.47 billion in total
liabilities and $8.50 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 14, 2013, Standard & Poor's Ratings
Services said that the 'B+' corporate credit rating and all other
ratings on Overland Park, Kan.-based wireless carrier Sprint
Nextel Corp. remain on CreditWatch with positive implications.

"Our CreditWatch listing on Sprint Nextel followed the
announcement that it was in talks to sell all or part of the
company to Japan-based SoftBank Corp.  Subsequently, on Oct. 15,
2012, Sprint Nextel announced its signed agreement to sell a 70%
stake in the company to SoftBank for about $20.1 billion, which
would include an $8 billion cash infusion."

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STOCKTON, CA: Can Pay Claim Opposed by Bond Insurers
----------------------------------------------------
Jim Christie, writing for Reuters, reported that the U.S. judge
hearing the bankruptcy case of Stockton, California ruled on Jan.
30 the city does not need court approval to settle a $55,000
claim, a plan contested by capital market creditors and backed by
the state's pension fund.

Chief Bankruptcy Judge Christopher Klein said the federal Chapter
9 municipal bankruptcy code does not allow courts to tell cities
seeking protection from their creditors how to use their property
and revenues, Reuters related. Klein said Stockton maintains
financial independence, which includes opting to pay to settle a
claim against its police department, a blow to creditors seeking
his help to influence the broke city's financial choices.

Stockton, a city of nearly 300,000 in an agricultural region east
of the San Francisco Bay area, last year became the biggest U.S.
city to file for bankruptcy, Reuters said. The move triggered a
lengthy and testy fight with Stockton's financial markets
creditors. Reuters said that the U.S. bankruptcy court must still
determine whether Stockton is eligible for Chapter 9 bankruptcy
protection before the city may restructure its finances under
court supervision.

According to Reuters, bond insurers with more than $350 million of
exposure to Stockton's debt have been contesting the city's
regular payments to the state pension fund, the California Public
Employees' Retirement System, best known as CalPERS. In the
meantime, Stockton halted halting payments to some bondholders.
CalPERS General Counsel Peter Mixon said he was pleased with
Klein's ruling but declined to elaborate, Reuters said.

CalPERS, Reuters recalled, in December suffered a setback in court
in Southern California when a U.S. bankruptcy judge ruled against
its attempt to bypass the bankruptcy court and collect overdue
pension payments from the city of San Bernardino, which also filed
for Chapter 9 bankruptcy protection in 2012.

Attorneys for Stockton's capital markets creditors, which include
Assured Guaranty Corp and its Assured Guaranty Municipal Corp unit
and MBIA unit National Public Finance Guaranty Corp, are
contesting the city's Chapter 9 filing in U.S. Bankruptcy Court
for the Eastern District of California in Sacramento, according to
Reuters.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

Bloomberg News has noted that Stockton is trying to become the
first American city since the Great Depression to use bankruptcy
to force bondholders to take less than the principal they're owed.
Vallejo, California, exited bankruptcy after persuading lenders to
take less interest and extend repayment.  The Bankruptcy Court in
Sacramento, California, will hold a trial-like hearing in January
over whether Stockton is legally entitled to remain in bankruptcy.


SUPERMEDIA INC: Adopts 2013 Short Term and Long Term Plans
----------------------------------------------------------
The Compensation Committee of the Board of Directors of SuperMedia
Inc. established the performance objectives and other terms of
SuperMedia's 2013 Short Term Incentive Plan pursuant to
SuperMedia's 2009 Long Term Incentive Plan.  The 2013 STI Plan
provides for a payment of incentive compensation to each of
SuperMedia's executive officers and to other eligible employees.

These incentive compensation payments are determined by
SuperMedia's achievement of specified performance metrics for
2013, based on: (i) EBITDA (earnings before interest, taxes,
depreciation, and amortization), which comprises 70% of the total
incentive opportunity; and (ii) multi-product ad sales, which
comprises 30% of the total incentive opportunity.

Generally, each performance metric has a threshold, target and
maximum level of performance which corresponds to a threshold,
target and maximum incentive opportunity; there are, however,
additional breakpoints to the performance and payout curves.

The performance threshold for each metric is equal to 90% of
target.  Performance results that are below the threshold will
result in a 0% payout.

Following a change in control of SuperMedia, awards under the 2013
STI Plan will be paid out based on SuperMedia's performance up to
the date of the change in control and will be pro-rated for the
time worked during the year.

2013 Cash Long Term Incentive Program

On Jan. 25, 2013, the Committee established the performance
objectives and other terms for the 2013 performance measurement
period under each of the 2012-2013 Cash Long Term Incentive Plan
and the 2013-2014 Cash Long Term Incentive Plan, each of which was
established pursuant to the LTIP and is payable in cash.

The 2012-2013 Cash LTI Plan was initially established in February
2012, and the performance objectives for the 2012 measurement
period were approved concurrently with the plan's initial
implementation.  Each of the 2012-2013 Cash LTI Plan and the 2013-
2014 Cash LTI Plan has a performance period that covers two fiscal
years, which results in an overlapping measurement period that
consists of the second half of the first plan and the first half
of the second plan.  To ensure that there is no performance
conflict between overlapping plans, SuperMedia has established
performance objectives that apply distinctly to each measurement
period.  For example, the goals and potential incentive payouts
for the 2013 measurement period are the same regardless of whether
they are calculated under the 2012-2013 Cash LTI Plan or the 2013-
2014 Cash LTI Plan.

Similar to the 2012-2013 Cash LTI Plan, the 2013-2014 Cash LTI
Plan provides for a payment of incentive compensation to each of
SuperMedia's executive officers and to other eligible employees.
These incentive compensation payments are determined by
SuperMedia's achievement of specified performance metrics for 2013
and 2014, respectively, based on: (i) EBITDA, which comprises 50%
of the total performance opportunity; and (ii) multi-product ad
sales, which comprises the remaining 50% of the performance
opportunity.

The 2013-2014 Cash LTI Plan comprises a two-year performance
period, with each of fiscal years 2013 and 2014 representing one
measurement period.  If, at the end of the 2013 measurement
period, SuperMedia's performance against the specified metrics
results in an award to any participating executive officer, the
payment of such award amount will be deferred until the first
calendar quarter of 2015.  Performance objectives for the 2014
measurement period will be determined by the Committee within the
first 90 days of 2014.  If any incentive award is earned by any
executive officer for performance during the 2014 measurement
period, payment for such award will also be made in the first
calendar quarter of 2015.

Following a change in control of SuperMedia, awards granted under
the 2013-2014 Cash LTI Plan will be paid out based on SuperMedia's
performance up to the date of the change in control and will be
pro-rated for the time worked during the performance period.

Awards made pursuant to the 2013 Cash LTI Plan will be evidenced
by, and subject to the terms and provisions of, award agreements,
the form of which will be filed with the Securities and Exchange
Commission upon issuance by SuperMedia.

A copy of the Form 8-K is available at http://is.gd/XnXgI0

                       About Supermedia Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of

SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.

The Company's balance sheet at Sept. 30, 2012, showed
$1.44 billion in total assets, $1.91 billion in total liabilities,
and a $470 million total stockholders' deficit.

                            *   *    *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on SuperMedia Inc. to
'CCC' from 'CCC+'.

"The downgrade reflects our view that the company has sufficient
lender support to effectively pursue a prepackaged
reorganization," said Standard & Poor's credit analyst Chris
Valentine.


SYCAMORE NETWORKS: Dot-Com Darling Goes Private
-----------------------------------------------
The Wall Street Journal's Scott Thurm and Dow Jones Newswires' Ben
Fox Rubin report that Sycamore Networks Inc. -- which, at one
point, was valued nearly $45 billion in March 2000 during the
dotcom bubble -- on Friday completed the sale of its remaining
product line and its shareholders had voted to dissolve the
company.  Sycamore ended that day with a market value of about $66
million.

On Feb. 1, Sycamore announced its launch as a privately held
company following Marlin Equity Partners' acquisition of
Sycamore's bandwidth management product and service business,
which includes optical networking and multiservice access
solutions deployed in fixed line and mobile networks around the
world.

The new Marlin entity, which will continue to use the brand name
"Sycamore Networks," will be led by John Scully as president and
chief executive officer.  Most recently, Mr. Scully served as
Sycamore's vice president of worldwide sales and support.

"Sycamore's 15-year arc from globe-conquering startup to footnote
is a fresh reminder that technology booms can end with a whimper.
Its fate recalls the overblown expectations of the early Internet
era, when newly public companies could command billion-dollar
valuations on scant revenue and no profits," the Dow Jones report
says.

The report relates analysts say Sycamore's demise also reflects
strategic missteps -- sticking with its initial product line as
the market declined and hoarding $1 billion in cash rather than
using it to diversify or expand.

The report relates Sycamore and its co-founders -- Daniel Smith,
who remained CEO, and Gururaj Deshpande -- didn't return calls or
emails.

The report recounts Sycamore went public in 1999. Its shares more
than quadrupled on their first trading day, valuing the company at
$14 billion.  At the time, it had booked a total of $11 million in
revenue and no profits.

The report recounts dot-coms started failing early in 2000.  Soon
after, it became apparent that growth forecasts for Internet
traffic were overstated, and there were too many companies
competing for the limited dollars to be spent on new network
equipment.  Sycamore stuck with its initial product line, as new
rivals entered the field.

Sycamore Networks Solutions, Inc. -- http://www.sycamorenet.com/
-- provides optical networking and multiservice access solutions
that enable fixed line and mobile operators to improve utilization
of network capacity, increase operational efficiencies and cost-
effectively transition from circuit to packet services while
ensuring the highest degree of service availability.  Sycamore's
global customer base includes Tier 1 service providers, government
agencies and utility companies.

Marlin Equity Partners -- http://www.marlinequity.com/-- is a
global private investment firm with more than $1 billion of
capital under management.  The firm is focused on providing
corporate parents, shareholders and other stakeholders with
tailored solutions that meet their business and liquidity needs.
Since its inception, Marlin, through its group of funds and
related companies, has successfully completed more than 60
acquisitions.  The firm is headquartered in Los Angeles,
California with an additional office in London.


T-L CONYERS LLC: Mall Operator Files Chapter 11 in Indiana
----------------------------------------------------------
T-L Conyers LLC and three affiliates, including T-L Cherokee
South, LLC sought Chapter 11 protection (Bankr. N.D. Ind. Case
Nos. 13-20280, and 13-20282 to 13-20284) in Hammond, Indiana, on
Feb. 1, 2013.

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc.  The Debtors own various shopping
centers in Georgia and Kansas:

     Debtor                             Shopping Center
     ------                             ---------------
T-L Conyers LLC                         Sale Gate Shopping Center
   Assets: $1 million to $10 million     Conyers, Georgia
   Debts: $1 million to $10 million

T-L Smyrna LLC                          Crossings Shopping Center
   Assets: $1 million to $10 million      Smyrna, Georgia
   Debts: $10 million to $50 million

T-L Cherokee South, LLC                 Cherokee South Shopping
  Assets: $10 million to $50 million      Center, Overland Park,
  Debts: $10 million to $50 million       Kansas

T-L Village Green LLC                   N/A

According to the docket, the Debtors' schedules of assets and
liabilities and statement of financial affairs are due Feb. 15,
2013.


T-L CONYERS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: T-L Conyers LLC
        c/o Tri-Land Properties, Inc.
        One Westbrook Corporate Center, Suite 520
        Westchester, IL 60154

Bankruptcy Case No.: 13-20280

Chapter 11 Petition Date: February 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtors' Counsel: David K. Welch, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 South LaSalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  E-mail: dwelch@craneheyman.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
T-L Smyrna LLC                          13-20282
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
T-L Cherokee South, LLC                 13-20283
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000
T-L Village Green LLC                   13-20284

The petitions were signed by Richard Dube, president of Tri-Land
Properties, Inc., manager.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Tri-Land Properties, Inc.             12-22623            07/11/12

A. A copy of T-L Conyers' list of its 19 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/innb13-20280.pdf

B. A copy of T-L Smyrna's list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/innb13-20282.pdf

C. T-L Cherokee South's List of Its 13 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Brickman Group Ltd., Inc.          --                      $42,408
3630 Solutions Center
Chicago, IL 60677-3006

Shepard, Schwartz & Harris         --                      $11,300
123 N. Wacker Drive, Suite 1400
Chicago, IL 60606-1662

Marketplace Media Group            --                       $4,295
Suite 207
Elgin, IL 80120

Kansas City Asphalt & Paving, LLC  --                       $4,063

All Bright Awning Care System      --                       $3,240

Credent Quality Electric Co, Inc.  --                       $2,819

DZA Associates, Inc.               --                       $2,093

Allied Waste Services #468         --                       $1,247

Megan Neher Public Relations LLC   --                         $896

Cypress Media, LLC                 --                         $726

W.W. Grainger, Inc.                --                         $621

DT Mechanical                      --                         $594

Rozier Electric Inc.               --                         $150


TEXAS HILL: Ch. 11 Trustee Has Bankruptcy Case Dismissed
--------------------------------------------------------
Edward Burr, the Chapter 11 trustee of debtors Texas Hill
Enterprises GP and Texas Hill Diamante Cooling LLC, sought and
obtained an order dismissing the Chapter 11 cases of the Debtors.

"The Debtors' respective bankruptcy cases, and any and all pending
adversary proceedings relating to the Debtors' bankruptcy cases,
are hereby dismissed and closed for cause, pursuant to 11 U.S.C.
Sec. 1112," Judge James M. Marlar ruled following a hearing on
Jan. 16, 2013.

The Trustee sought the dismissal of the cases on these grounds:

(a) all of the assets of the Debtors' bankruptcy estates have
    been liquidated,

(b) the proceeds from the sale of all collateral of secured
    creditors have been distributed to secured creditors and/or to
    the Trustee and its professionals pursuant to surcharge
    agreements between the secured creditors and the Trustee,

(c) there is nominal (i.e., less than $5,000) unencumbered cash
    remaining in the Debtors' estates after payment of required
    fees to the United States Trustee,

(d) the outstanding amount of administrative claims vastly exceeds
    the amount of unencumbered funds held by the estate,

(e) the cost of conducting a claims analysis and a de minimis
    distribution to administrative claimants would be prohibitive
    under the circumstances,

(f) there is no prospect for a reorganization of the Debtors as
    all of their assets have been liquidated, and

(g) there is no basis to convert the cases to Chapter 7, as
    there are no remaining assets to liquidate.

                         About Texas Hill

Roll, Arizona-based Texas Hill Enterprises GP, dba Texas Hill
Farms, and Texas Hill Diamante Cooling LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case Nos. 10-11121 and 10-11126) on
April 15, 2010.  Daniel P. Collins, Esq., and Allysse M. Medina,
Esq., at Collins, May, Potenza, Baran & Gillespie, represent the
Company in its restructuring effort.  Texas Hill Enterprises
disclosed $15,382,990 in assets and $14,041,190 in liabilities.

Edward Burr was appointed the Chapter 11 trustee in the Debtors'
cases on Aug. 25, 2010.  Mr. Burr is represented Philip R. Rudd,
Esq., at Polsinelli Shughart PC.  Sierra Consulting Group, LLC
serves as the financial advisor to the Chapter 11 trustee.


THQ INC: Hirings of Debtor, Committee Advisors Approved
-------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
THQ's motions to retain Gibson, Dunn & Crutcher as counsel, Young
Conaway Stargatt & Taylor as attorney and Kurtzman Carson
Consultants as administrative agent.  The report added that the
Court also approved the official committee of unsecured creditors'
motions to retain Houlihan Lokey Capital as financial advisor and
investment banker, Landis Rath & Cobb as co-counsel and Andrews
Kurth as counsel.

                            About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


THQ INC: Taps FTI Consulting as Financial Advisors
--------------------------------------------------
THQ Inc., et al., ask the U.S. Bankruptcy Court for the District
of Delaware for permission to employ FTI Consulting, Inc., as
financial advisors.

FTI will, among other things:

   a) assist the Debtors in forecasting and assessing their cash
      flow and liquidity position;

   b) assist with negotiations with key Debtors' stakeholders and
      assist in providing information to key stakeholders and
      their professional advisors; and

   c) assist the Debtors to evaluate strategic options.

FTI has requested that it be engaged under a general retainer.
FTI has received from the Debtors total on account cash of
$300,000.  FTI determined that currently, the remaining on-account
cash balance if $293,395.

The hourly rates of FTI's personnel are:

         Senior Managing Directors          $780 - $895
         Directors/Managing Directors       $560 - $745
         Consultants/ Senior Consultants    $280 - $530
         Administrative/Paraprofessionals   $115 - $230

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

A hearing on Feb. 4, 2013 at 11:30 a.m. has been set.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting,
Inc., serves as financial advisors, and Centerview Partners LLC as
investment banker.  Kurtzman Carson Consultants is the claims and
notice agent, and administrative agent.

The Court approve a sale of the majority of THQ's assets to
multiple buyers.

The Official Committee of unsecured Creditors is represented by
Landis Rath & Cobb LLP, and Andrews Kurth LLP.


THQ INC: Five Members of Official Creditors Committee
-----------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of THQ Inc., et al.

The Committee is comprised of:

      1. Wilmington Trust, N.A.
         Attn: Peter Finkel
         50 South Sixth St., Suite 1290
         Minneapolis, MN 55402
         Tel: (612) 217-5629

      2. World Wrestling Entertainment, Inc.
         Attn: James W. Langham
         1241 East Main St.
         Stamford, CT 06902
         Tel: (203) 359-5169
         Fax: (203) 352-8699

      3. Mattel, Inc.
         Attn: Jeffrey Korchek
         333 Continental Blvd., Mail Stop M1-1518
         El Segundo, CA 90245
         Tel: (310) 252-4229
         Fax: (310) 252-2567

      4. Viacom International Inc.
         Attn: Jonathan E. Rebell
         1515 Broadway
         New York, NY 10036
         Tel: (212) 846-7028

      5. Silverback Asset Management, LLC
         Attn: Jason Han
         1414 Raleigh Rd., Suite 250
         Chapel Hill, NC 27517
         Tel: (919) 969-4338
         Fax: (919) 969-9828

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting,
Inc., serves as financial advisors, and Centerview Partners LLC as
investment banker.  Kurtzman Carson Consultants is the claims and
notice agent, and administrative agent.

The Court approve a sale of the majority of THQ's assets to
multiple buyers.

The Official Committee of unsecured Creditors is represented by
Landis Rath & Cobb LLP, and Andrews Kurth LLP.


THQ INC: Looks to Settle with Laid-Off Workers
----------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that defunct video-game
maker THQ Inc. asked for a Delaware bankruptcy judge's permission
to offer more than 200 former employees a settlement consisting of
30 days' pay and benefits to compensate for their unexpected
termination.

The settlement would resolve potential Worker Adjustment
Retraining and Notification Act claims that arose just last week,
when THQ sold its assets at a bankruptcy auction but failed to
sell a Texas studio and its California headquarters, resulting in
the Jan. 25 layoffs, according to a motion filed with the court,
the report related.

                            About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


TRAFALGAR POWER: 2nd Circ. Backs Algonquin's Stake in $11M Award
----------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that the Second
Circuit on Wednesday reversed a lower court's ruling against
Algonquin Power Income Fund Inc., finding modifications to a $22.5
million loan owned by Algonquin and Trafalgar Power Inc. gave
Algonquin an interest in $11.1 million in damages the bankrupt
Trafalgar won in a malpractice suit.

Algonquin and several subsidiaries had appealed a New York federal
judge's October 2011 ruling affirming a New York bankruptcy
court's decision to grant summary judgment to Trafalgar, which
claimed Algonquin didn't have a valid security interest in the
damages, the report said.


TRAINOR GLASS: Has Consent to Extend Cash Use Until April 12
------------------------------------------------------------
Trainor Glass Company asks the Bankruptcy Court to further extend
the termination date of its Final Cash Collateral/DIP Financing
Order to April 12, 2013.  Under the Final Cash Collateral/DIP
Financing Order (dated April 20, 2012), as amended by order dated
Oct. 4, 2012, the Debtor's authorization to use cash collateral
was slated to expire on Jan. 11, 2013.  The Debtor says that First
Midwest Bank, as Postpetition Lender, has agreed to the requested
extension and that the Official Committee of Unsecured Creditors
supports the approval of the motion.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Asks for Plan Filing Extension Until March 11
------------------------------------------------------------
Trainor Glass Company asks the Bankruptcy Court to further extend
its exclusive period to file a plan through March 11, 2013, and
its exclusive period to solicit acceptances thereof through May 8,
2013.  The Debtor cited that it has been working to liquidate its
assets and has been consulting and working with the Official
Committee of Unsecured Creditors and First Midwest Bank to
formulate a plan.  The Committee and First Midwest Bank support
the requested extension of exclusivity.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANS ENERGY: Sells Shallow Well Assets for $2.75 Million
---------------------------------------------------------
Trans Energy, Inc., sold wells and farmed out drilling rights
related to its shallow well assets to an undisclosed buyer, in a
transaction that closed on Thursday, Jan. 24, 2013.

Trans Energy sold its working interest in all of its existing
shallow wells, but retained an overriding royalty interest of
approximately 2.5% on most of the wells.  The purchaser assumed
the role of operator with respect to approximately 300 wellbores,
and intends to commence a workover program with respect to a
number of the existing wells.  The wells produced at a rate of
approximately 800 mcfe per day as of Dec. 31, 2012, which was the
effective date for the transaction.  As of the Dec. 31, 2011,
reserve report, these wells had proven reserves of 2.5 Bcfe.

Additionally, Trans Energy granted the purchaser the right to
drill wells in or above conventional shallow Devonian formations,
for leases where Trans Energy currently holds rights to those
depths.  Trans Energy did not farm out any of its rights to drill
in deeper formations such as the Rhinestreet, Marcellus or Utica.
Trans Energy retained up to a 5% overriding royalty interest on
any such wells drilled, depending on the net revenue interest.

John G. Corp, President of Trans Energy, said, "The sale of these
shallow wells and the farmout of our shallow drilling rights serve
important goals for Trans Energy.  This transaction should enable
us to enhance our focus on our Marcellus drilling operations.  It
is also designed to incentivize the new operator to convert our
Marcellus leasehold to HBP status, with no operational or capital
obligations on the part of Trans Energy, while still maintaining
our ability to step in with our own capital to drill or return
wells to production if we need to do so to maintain a lease.  The
buyer is an operator with a significant local presence, and it has
a history of success with drilling and operating shallow
Appalachian assets.  We look forward to working with them as we
determine the locations for future wells over the next few weeks."

Trans Energy retained rights to ensure that production either
commences or continues, if necessary to maintain its existing
leasehold.  Additionally, Trans Energy has the right to
participate in up to 20% of any well drilled by the shallow
operator, unless the shallow operator fails to fulfill its
development commitments, in which case Trans Energy can
participate in up to 50% of each well.  This participation right
can be invoked on any well, and the failure to participate in any
well will not impact Trans Energy's future participation rights.

In order for the buyer to earn acreage on leases that are not
currently HBP, the buyer is required to commit to drilling such
acreage on a semiannual basis as part of a development program.
Trans Energy can choose the drilling locations for these
development programs, and the company intends to ensure that the
buyer drills shallow wells on certain leases that are not
currently HBP and in which Trans Energy's subsidiary, American
Shale Development, retains its rights to drill in deeper
prospective formations, including the Marcellus.  Both parties
have prioritized a list of leases that they intend to convert to
HBP status in this manner.  These leases represent more than 3,500
acres net to the interest of American Shale Development, which
could potentially be converted to HBP status by drilling shallow
wells.

In addition to the overriding royalty interests, the shallow well
participation rights, and the right to initiate or maintain
production to keep leases from expiring, Trans Energy received
gross proceeds of $2.75 million, subject to adjustments, in
connection with the transaction.  The company has discretion over
its use of this cash, and its immediate plan is to use the cash to
enhance its overall liquidity.

Additional information regarding Trans Energy, including maps,
investor presentations, news releases and videos can be found at
the Company's new Web site www.transenergyinc.com.  Trans Energy
will regularly update information on the Web site to provide
investors with the most up to date information on the Company and
its operations.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRANS ENERGY: Turns Doman#1H and Doman#2H Into Sales Pipeline
-------------------------------------------------------------
Trans Energy, Inc., said Doman #1H and Doman #2H horizontal
Marcellus wells were turned into a sales line in Marshall County,
West Virginia on Thursday, Jan. 17, 2013.

The Doman #1H was drilled with a 4,597 foot lateral and completed
with a 18 stage hydraulic fracture stimulation.  The Doman #2H was
drilled with a 3,927 foot lateral and was completed with a 16
stage hydraulic fracture stimulation.  The two Doman wellbores are
parallel to one another and were hydraulically stimulated at the
same time.

John G. Corp, President of Trans Energy, said, "We're pleased to
announce that the Doman #1H and #2H wells have been turned into
sales.  We look forward to providing an operations update in late
February with the 30-day IP rates for the Doman #1H and Doman #2H.
With the preliminary results from the Doman wells, along with our
company's record setting production results from our recently
completed wells in Wetzel County, we are incorporating the
information we have learned into the planning for our 2013
drilling program, which we expect will help us continue to develop
and prove our acreage position."

Additional information regarding Trans Energy, including maps,
investor presentations, news releases and videos can be found at
the Company's new Web site www.transenergyinc.com.  Trans Energy
will regularly update information on the Web site to provide
investors with the most up to date information on the Company and
its operations.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRIMEDYNE INC: Recurring Operating Losses Cue Going Concern Doubt
-----------------------------------------------------------------
Trimedyne, Inc., filed on Jan. 29, 2013, its annual report for the
fiscal year ended Sept. 30, 2012.

dbbMckennon, in Newport Beach, Calif., expressed substantial doubt
about Trimedyne, Inc.'s ability to continue as a going concern.
The Company's independent accountants noted that the Company has
incurred recurring losses from operations and has used cash in
operating activities.

The Company reported a net loss of $836,000 on $6.1 million of
revenues in fiscal 2012, compared with a net loss of $1.5 million
on $6.7 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $4.3 million
in total assets, $688,000 in total liabilities, and stockholders'
equity of $3.6 million.

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

Lake Forest, Calif.-based Trimedyne, Inc., is engaged in the
development, manufacturing and marketing of 80 and 30 watt Holmium
"cold" pulsed lasers and a variety of disposable and reusable,
fiber optic laser energy delivery devices for use in a broad array
of medical applications.


TRONOX INC: Hundreds of Pages of Post-Trial Papers Filed
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Allan L. Gropper was already
buried by more than 700 pages of post-trial papers filed by Kerr-
McGee Corp., the former owner of bankrupt Tronox Inc.  Kerr-McGee
filed hundreds more pages.

The mountain of papers isn't surprising because a trust for Tronox
creditors is suing Kerr-McGee for $14 billion in a lawsuit begun
in Manhattan bankruptcy court in May 2009.  The suit alleges that
Kerr-McGee accumulated "massive" environmental and retiree
liabilities during 70 years in business.

The report recounts that to shed actual and contingent debt,
according to the creditors, Kerr-McGee first transferred what the
complaint called "clean" businesses into a new company, leaving
behind what would be known as Tronox.  The leftovers were spun off
as Tronox in March 2006, so valuable oil and gas properties
wouldn't be liable for environmental claims.  Tronox proceeded to
file for Chapter 11 protection in January 2009 and implemented a
confirmed Chapter 11 plan in February 2011 creating a trust to
prosecute the suit on behalf of creditors.

Judge Gropper was already buried under thousands of pages of
transcripts and uncountable exhibits from the trial that began in
May and ran on and off until conclusion in late November.  Judge
Gropper heard closing arguments from the lawyers in December.

Judge Gropper allowed both sides to file a last set of papers
addressing issues discussed in the December oral argument.  The
result was another set of papers aggregating more than 110 pages,
not to mention hundreds more pages of exhibits.

According to the report, Tronox contends in last week's papers
that there is no actual creditor in existence on which the trust
can base the fraudulent transfer suit.  The creditors answered
that argument and what it called "a kitchen sink of damages
arguments that are unprecedented, irrelevant and unprincipled, and
renege on a number of admissions they previously made to the
court."

Tronox is hoping Judge Gropper will reach the same result as a
U.S. District Court judge in Dallas who held a trial without a
jury and came close to dismissing an entire lawsuit against
Verizon Communications Inc. based on a spun-off subsidiary that
later went bankrupt.  Tronox supplied Judge Gropper with a copy of
the decision in the lawsuit brought by creditors of Idearc Inc.

The report notes that it remains unclear whether Judge Gropper
will be able to issue a so-called final judgment in view of a
Supreme Court decision called Stern v. Marshall.  Tronox believes
Gropper can only render a proposed ruling, so that a federal
district judge might conduct the trial all over again.

The report also points out that there is disagreement over whether
so-called Stern defenses can be waived.  Thus, Judge Gropper might
conclude that he can render a final ruling if Tronox didn't make a
timely objection to his right to issue a final judgment.

Not long after the spinoff, Kerr-McGee was acquired by Anadarko
Petroleum Corp.  Anadarko had been a defendant in the suit until
May when Gropper dismissed the complaint as to Kerr-McGee's now-
parent.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re
Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNIGENE LABORATORIES: Incurs $4.5-Mil. Net Loss in 3rd Quarter
--------------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.50 million on $3.41 million of total revenue for
the three months ended Sept. 30, 2012, as compared with a net loss
of $3.59 million on $3.42 million of total revenue for the same
period during the prior year.  For the nine months ended Sept. 30,
2012, the Company incurred a net loss of $18.94 million on $7.90
million of total revenue, compared with a net loss of $34.04
million on $8.02 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2012, showed $13.20
million in total assets, $96.78 million in total liabilities and a
$83.57 million total stockholders' deficit.

The Company's independent registered public accounting firm added
a paragraph to their opinion issued in connection with their audit
of the financial statements as of and for the year ended Dec. 31,
2011, that emphasizes conditions that raise substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company's ability to generate
additional revenue or obtain additional funding will determine the
Company's ability to continue as a going concern for a reasonable
period of time.

                         Bankruptcy Warning

"Under the Restated Financing Agreement, as amended by the
Forbearance Agreement, future events of defaults include a
quarterly cash flow reconciliation that shows a negative variance
of 10% or more of actual cash revenue minus actual cash expenses
for an applicable quarter versus the applicable quarterly cash
flow forecast delivered by us; failure to maintain a cash balance
in a specified account in excess of $250,000; failure to pay
principal or interest; filing for bankruptcy; breach of covenants,
representations or warranties; the occurrence of a material
adverse effect (as defined in the Restated Financing Agreement); a
change in control (as defined in the Restated Financing
Agreement); any material decline or depreciation in the value or
market price of the collateral; the failure of any registration
statement required to be filed to be declared effective by the
Securities and Exchange Commission ("SEC"), and maintained
effective pursuant to the terms of a Second Amended and Restated
Registration Rights Agreement, dated as of September 21, 2012;
failure to obtain a required amendment to our certificate of
incorporation to increase the authorized shares of our common
stock; a Conversion Failure (as defined in the Notes) and a breach
of any agreement or covenant contained in the Forbearance
Agreement.  Upon any default, among other remedies, both principal
and interest would be accelerated and additional charges would
apply.  In addition, there is no assurance that the Notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Notes when they come due.  There can be no assurance that new
financings will be available on acceptable terms, if at all.  In
the event that we default, the VPC Parties could acquire control
of the Company and will have the ability to force us into
involuntary bankruptcy and liquidate our assets."

A copy of the Q3 Form 10-Q is available at http://is.gd/4LmP0k

Unigene also filed with the SEC amended annual report for 2011,
and amended quarterly reports for the periods ended March 31,
2012, and June 30, 2012.  The Company's restated statements of
operations for the three months ended March 31, 2012, reflect
a net loss of $3.19 on $1.75 million of total revenue, as compared
with a net loss of $6.01 million on $1.75 million of total revenue
as originally reported.  A copy of the amended Q1 Form 10-Q is
available at http://is.gd/E9HHv1

For the six months ended June 30, 2012, the Company's amended
statements of operations reflect a net loss of $11.24 million on
$2.73 million of total revenue, as compared with a net loss of
$5.47 million on $2.73 million of revenue as previously reported.
A copy of the amended Q2 Form 10-Q is available at:

                        http://is.gd/LUfqRq

The Company also reported a net loss of $7.09 million on $20.50
million of revenue for the year ended Dec. 31, 2011, as compared
with a net loss of $32.53 million on $11.34 million of revenue for
the year ended Dec. 31, 2010.  A copy of the amended 2011 Form 10-
K is available at http://is.gd/wh96sv

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.


USG CORP: BlackRock Discloses 5.9% 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 6,288,986 shares of common stock of USG Corp
representing 5.86% of the shares outstanding.  A copy of the
filing is available at http://is.gd/ps2WBD

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.66
billion in total assets, $3.54 billion in total liabilities and
$112 million in total stockholders' equity including
noncontrolling interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VALENCE TECHNOLOGY: MJ White Hiring Withdrawn
---------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has approved the withdrawal of the order
authorizing Valence Technology, Inc. to employ MJ White, PLLC and
designate Michael White as Consulting CPA in the Chapter 11 case
of Valence Technology, Inc.

On Nov. 12, 2012, the Debtor obtained entry of an order
authorizing it to hire White to consult with the Debtor on an as-
needed, on-call basis to assist the Debtor with the preparation of
its monthly operating reports to be filed with the Court, and
other accounting projects as needed.  The Debtor was to pay MJ
White PLLC at the hourly billing rate of $150.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.




VERTIS HOLDINGS: Retention Plan Approval Sought
-----------------------------------------------
BankruptcyData reported that Vertis Holdings filed with the U.S.
Bankruptcy Court a motion to implement a transition employee
retention plan for 163 non-insider employees deemed to be
necessary to the transition of the Debtors' businesses to
Quad/Graphics.  The total cost of the plan will be $983,100, the
court said, citing court documents.  The Court scheduled a
February 19, 2013 hearing on the matter.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

Quad/Graphics on Jan. 16, 2013, disclosed it completed the
acquisition of substantially all of the assets of Vertis Holdings
for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.


VISTEON UK: Court Consolidates Suits Over $550-Mil. Pensions
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a U.K. judge has
agreed to consolidate about 1,400 lawsuits accusing Ford Motor Co.
of misleading its employees about approximately $550 million in
pension obligations before transferring them to Visteon UK, a
representative for the plaintiffs said Friday.

Simon Harding, a representative for the Visteon Pension Action
Group, said a U.K. High Court judge had agreed to consolidate the
suits in a group litigation, the report related.  The decision was
made in December but made public Thursday after U.K. parliament
members announced they might seek a select committee inquiry, the
report added.

Visteon UK was a car parts firm.  It operated in Enfield, UK,
Basildon, UK, and Belfast, UK and recorded sales of US$250 million
for the year ended December 31, 2008.  It had total assets of
US$153 million as of December 31, 2008.


VISUALANT INC: Signs Add'l Agreements with Gemini & Ascendiant
--------------------------------------------------------------
Visualant, Inc., on May 19, 2011, entered into a Securities
Purchase Agreement with Gemini Master Fund, Inc., and Ascendiant
Capital Partners, LLC, pursuant to which the Company issued $1.2
million of 10% convertible debentures due May 1, 2012, and 5-year
warrants for a total of 2.4 million shares, exercisable at a price
of $0.50 per share, subject to adjustment.  The Agreement
subsequently was amended on Aug. 16, 2012, to extend the maturity
date of the Debentures from Sept. 30, 2012, to Sept. 30, 2013.  In
addition, the additional investment and participation rights of
Gemini and Ascendiant as defined in the Agreement were extended
from Sept. 30, 2012, to Sept. 30, 2013.

On Aug. 28, 2012, the Company entered into a Warrant Purchase
Agreement with Gemini pursuant to which the Company repurchased
the Gemini Warrant for the sum of $500,000 payable in two
installments of $250,000 each due on Aug. 28, 2012, and Nov. 30,
2012.  The Company paid the first installment of $250,000 on
Aug. 28, 2012, but did not pay the second $250,000 installment due
on Nov. 30, 2012.

On Jan. 30, 2013, the Company and the Investors entered into
various additional agreements dated Jan. 23, 2013, but made
effective as of the date of their execution by the parties:

   (1) Warrant Purchase Agreement between the Company and
       Ascendiant pursuant to which the Company repurchased the
       Ascendiant Warrant for a purchase price of $300,000, which
       amount is due in full on March 31, 2013.

   (2) Amendment to Warrant Purchase Agreement between the Company
       and Gemini extending the due date for payment of the
       balance of the purchase price, including accrued interest
       thereon, from Nov. 30, 2012, to March 31, 2013.

   (3) AIR Termination Agreement between the Company and Gemini
       pursuant to which the Company acquired all additional
       investment rights of Gemini and Ascendiant under the
       Securities Purchase Agreement for the sum of $850,000, to
       be paid pursuant to the terms of a promissory note executed
       by the Company for the principal amount of $850,000.  The
       promissory note is payable in two installments of $425,000
       each, together with accrued interest thereon at the rate of
       5% per annum, due on June 30, 2013, and Sept. 30, 2013.

On Jan. 24, 2013, Gemini converted $300,000 of principal and
$50,630 of accrued interest on its Debenture into 7,012,603 shares
of common stock at a conversion price of $.05 per share.

On Jan. 24, 2013, Ascendiant converted $50,000 of principal and
$8,438 of accrued interest on its Debenture into 1,168,767 shares
of common stock at a conversion price of $.05 per share.

On Jan. 28, 2013, Gemini converted $300,000 of principal and
$50,959 of accrued interest on its Debenture into 7,019,178 shares
of common stock at a conversion price of $.05 per share.

Following these conversions, as of Jan. 28, 2013, the outstanding
principal amounts and all accrued interest on the Debentures of
both Gemini and Ascendiant have been fully converted.

Upon the occurrence of these conversions and the issuance of the
common stock attendant thereto, the majority of the shares were
acquired by a group of investors whose members included Company
insiders and affiliates.

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $5.31
million in total assets, $5.11 million in total liabilities,
$170,616 in total stockholders' equity, and $31,807 in
noncontrolling interest.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


VIVARO CORP: Sale to Telecom Joint Venture Confirmed by Court
-------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Vivaro
Corp. received bankruptcy-court approval to sell its assets to a
joint venture composed of three telecommunications companies for
$4.5 million in cash plus $25 million in assumed liabilities.

                       About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.


VIVARO CORP: Distributor Returns Fire as Battle Heats Up
--------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that distributor Raza
Communication Inc. fired back at accusations from bankrupt
international calling card maker Vivaro Corp. that it owes back
payments, accusing Vivaro of actually causing Raza $3.4 million in
losses after taking its business to other distributors.

Raza hit Vivaro with counterclaims in response to Vivaro's $1.1
million suit lodged in New York bankruptcy court in November,
accusing Raza failing to pay up for goods and services under a
distribution contract with Vivaro unit Kare Distribution Inc., the
report said.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.


VS FOX: Wants Exclusive Solicitation Period Extended to May 16
--------------------------------------------------------------
VS Fox Ridge LLC, and Stephen Lamar Christensen and Victoria
Christensen, filed a motion seeking an extension of the Debtors'
exclusive periods to solicit acceptances of a Chapter 11 plan of
reorganization until May 16, 2013.

A hearing on the motion is set for Feb. 19, 2013, at 10:00 a.m.

The Debtors claim that cause exists to extend the exclusive period
for several reasons.

First, serious settlement discussions between and among the
Debtors and their major creditor constituencies have been
ongoing since at or before the time that the Debtors filed their
joint chapter 11 plan.  The Debtors believed that there was (and
continue to hope that there is) a very real potential for a global
settlement that would resolve all or substantially all of the
claims against the Debtors.  If this happens, the settlement
likely would dictate either

    (a) dismissal of the Chapter 11 cases, or

    (b) substantial revision of the Plan to account for the terms
        of the settlement.

Second, assuming that settlement will not occur, the success of
the Debtors' reorganization will turn on their litigation success
in pending state court lawsuits.  In short, the Debtors' principal
assets -- equity ownership in the TM Companies and litigation
claims against the Howcroft Group -- are the subject of pending
litigation. Indeed, the Court has terminated the automatic stay to
permit these litigation disputes to proceed and be resolved in
state court.

The Debtors already have prevailed in a five-day jury trial before
the Honorable John Paul Kennedy in the Third Judicial District
Court in and for Salt Lake County State of Utah, in the case
styled Traverse Mountain Enterprises v. VS Fox Ridge LLC, Civil
No. 090916938.

The Debtors anticipate their remaining claims against Steve
Howcroft, pending before the Honorable Kate A. Toomey, Christensen
v. Heap, Civil No. 100902436, will go to trial in the spring of
2013.  Once the lawsuit is adjudicated, the uncertainty that might
pose an obstacle to confirmation of a plan will be resolved.

                        The Chapter 11 Plan

The Debtors' primary assets are (a) equity ownership of the TM
Companies, and (b) litigation claims against the Howcroft Group.
These assets are the subject of substantial dispute that can be
resolved only through either settlement or litigation.

The Plan contemplates that the Debtors' creditors will receive
classes of stock in the reorganized debtor corresponding to the
distribution priorities afforded to their claims under bankruptcy
law.  Creditors thus will benefit from ownership of the assets
currently owned by the Debtors, including the future income that
may be derived from those assets.

The Plan further contemplates that the reorganized debtor will be
permitted to raise the capital necessary to fund litigation
against the Howcroft Group.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah
Case No. 12-28001) in Salt Lake City on June 20, 2012.  Alpine,
Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


WEST CORP: Reports $32.7 Million Net Income in Fourth Quarter
-------------------------------------------------------------
West Corporation reported net income of $32.7 million on $680.2
million of revenue for the three months ended Dec. 31, 2012,
compared with net income of $21.2 million on $624.9 million of
revenue for the same period during the prior year.

For the year ended Dec. 31, 2012, West Corporation reported net
income of $125.5 million on $2.63 billion of revenue, compared
with net income of $127.5 million on $2.49 billion of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.25
billion stockholders' deficit.

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

                        http://is.gd/1TrXXJ

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                         Bankruptcy Warning

"Our failure to comply with ... debt covenants may result in an
event of default which, if not cured or waived, could accelerate
the maturity of our indebtedness," the Company said in its
quarterly report for the period ended Sept. 30, 2012.  "If our
indebtedness is accelerated, we may not have sufficient cash
resources to satisfy our debt obligations and we may not be able
to continue our operations as planned.  If our cash flows and
capital resources are insufficient to fund our debt service
obligations and keep us in compliance with the covenants under our
senior secured credit facilities or to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures,
sell assets or operations, seek additional capital or restructure
or refinance our indebtedness including the notes.  We cannot
ensure that we would be able to take any of these actions, that
these actions would be successful and would permit us to meet our
scheduled debt service obligations or that these actions would be
permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities and the
indentures that govern the notes.  Our senior secured credit
facilities documentation and the indentures that govern the notes
restrict our ability to dispose of assets and use the proceeds
from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our new senior secured credit facilities
     could terminate their commitments to lend us money and
     foreclose against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTINGHOUSE SOLAR: To Sell 75 Add'l Series C Preferred Shares
--------------------------------------------------------------
Westinghouse Solar, Inc., previously entered into a securities
purchase agreement with certain institutional accredited investors
relating to the sale and issuance of up to 1,245 shares of the
Company's Series C 8% Convertible Preferred Stock at a price per
share equal to the stated value, which is $1,000.00 per share, for
aggregate proceeds of up to $1,245,000.  At the initial closing,
the Company sold and issued 750 shares of Series C Preferred, for
initial aggregate proceeds of $750,000.  Subsequently, on Nov. 2,
2012, the Company sold and issued 350 shares of Series C Preferred
for proceeds of $350,000.

On Jan. 24, 2013, the Company provided to the Purchasers a draw
down notice under the Purchase Agreement.  The Purchasers agreed
to accept the new draw down notice and thereby extend the
Company's right to exercise a "put" to sell additional Series C
Preferred beyond the Securities Purchase Agreement's prior
expiration date of Dec. 31, 2012.  As a result of the draw down,
the Company will sell an aggregate of 75 additional shares of its
Series C Preferred to the Purchasers for aggregate proceeds of
$75,000.  Based on the closing price of the Company's common stock
as reported on the OTCQB Marketplace on Jan. 24, 2013 (which was
$0.05 per share), the 75 shares of Series C Preferred to be issued
pursuant to the draw down would be convertible into 1,500,000
shares of the Company's common stock.

As a result of the Jan. 24, 2013, draw down notice, pursuant to
the terms of the outstanding Series B 4% Convertible Preferred
Stock, the conversion price of the Series B Preferred will be
reduced from $0.08 per share of common stock to become equal to
$0.05, and the conversion price of the Series C Preferred issued
under the initial closing will be reduced from $0.08 per share of
common stock to become equal to $0.05.  There are currently
2,242.686 shares of Series B Preferred that remain outstanding.
With the Jan. 24, 2013, draw down, and after recent conversions of
a total of 290 shares of Series C Preferred (which converted into
4,000,000 common shares), there are 745 shares of Series C
Preferred that remain outstanding.  After adjustment to the
conversion prices as a result of the January 24th draw down, the
outstanding Series B Preferred and Series C Preferred would be
convertible into 40,368,348 shares and 14,900,000 shares,
respectively, of the Company's common stock.

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar'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 significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


WEYERHAEUSER CO: Fitch Affirms 'BB+' IDR; Revised Outlook to Pos.
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Weyerhaeuser Company,
revised the Outlook to Positive, and simultaneously withdrawn the
ratings:

-- Long-term Issuer Default Rating (IDR) at 'BB+';
-- Senior unsecured debt at 'BB+.

The Rating Outlook is revised to Positive from Stable. Fitch has
decided to discontinue the ratings which are uncompensated.

The Outlook revision to Positive from Stable acknowledges the
impact that the recovery in housing is having on three of WY's
four business segments. Year over year the volumes of logs and
most wood products sold and the number of homes closed is
substantially higher than in 2011. Fitch expects a continuation of
the recovery will replicate another good year for WY and could
result in bringing leverage down below 3.0x debt/EBITDA. Fitch
expects that most increased cash flow will be repatriated to
shareholders; overall debt is expected to be reduced as it
matures.


XO HOLDINGS: Icahn Fails to Dismiss Zheng Class Suit
----------------------------------------------------
Judge Charles E. Ramos of the Supreme Court of the State of New
York, New York County, denied the motion for summary judgment
filed by Carl C. Icahn and other defendants, seeking dismissal of
a class action lawsuit commenced by certain minority shareholders
of XO Holdings Inc.

The Court, however, agreed to dismiss certain counts in the
complaint.

The lawsuit arises out of two transactions that ultimately
permitted Carl Icahn et al. to re-acquire 100% of XO's shares and
the use of its net operating losses and separate return limitation
year net operating losses -- SRLY-NOLs -- for allegedly inadequate
consideration.  The Plaintiffs allege that Icahn et al. breached
their fiduciary duty to the minority shareholders in consummating
two self-dealing transactions, a 2008 super-sized preferred rights
offering and a 2011 cash-out merger.

XO was a competitive telecommunications services provider that
delivered an array telecommunications services to the
telecommunications provider, business, and government markets. A
majority of XO's clients connected to XO's national network
through its fiber optic network, known as Wireline.

In June 2002, XO filed for Chapter 11 protection, and its Plan of
Reorganization was confirmed in November 2002.  Icahn converted
debt acquired during the bankruptcy proceedings into 83% of XO's
new equity and 85% of XO's new debt.

The Plaintiffs were minority shareholders of XO.

Pursuant to the Internal Revenue Code, usage of the NOLs required
that Icahn hold at least 80% of XO's equity and voting power and
the usage of the SRLY-NOLs required that Icahn hold 100% of XO's
equity and voting power.

Judge Ramos said the Plaintiffs' allegations raise numerous
triable issues of fact with respect to the conduct of the special
committees in the Icahn-owned companies, and as to the fairness of
the terms of the Transactions.

The Court directed the parties to schedule a pretrial conference
with the Clerk of Part 53 to be held no later than Feb. 14, 2013.

The lawsuit is styled, YOULU ZHENG AND DONALD J. HILLENMEYER ON
BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED,
Plaintiffs, v. CARL C. ICAHN, CARL J. GRIVNER, ADAM DELL, FREDRIK
GRADIN, VINCENT INTRIERI, KEITH MEISTER, ROBERT KNAUSS, DAVID S.
SCHECTER, PETER SHEA, HAROLD FIRST, DANIEL A. NINIVAGGI, ACF
INDUSTRIES HOLDING CORPORATION, ARNOS CORPORATION, HIGH RIVER
LIMITED PARTNERSHIP, STARFIRE HOLDING CORPORATION, ARNOS SUB
CORP., XO MERGER CORP., BARBERRY CORPORATION, AND XO HOLDINGS,
INC., Defendants. R2 INVESTMENTS, LDC, Plaintiff, CARL C. ICAHN,
CARL J. GRIVNER, ADAM DELL, FREDRIK GRADIN, VINCENT INTRIERI,
KEITH MEISTER, ROBERT KNAUSS, DAVID S. SCHECTER, PETER SHEA,
HAROLD FIRST, DANIEL A. NINIVAGGI, ACF INDUSTRIES HOLDING
CORPORATION, ARNOS CORPORATION, HIGH RIVER LIMITED PARTNERSHIP,
STARFIRE HOLDING CORPORATION, ARNOS SUB CORP., XO MERGER CORP.,
BARBERRY CORPORATION, AND XO HOLDINGS, INC., Defendants; and

R2 INVESTMENTS, LDC, Plaintiff, v. CARL C. ICAHN, CARL J. GRIVNER,
ADAM DELL, FREDRIK GRADIN, VINCENT INTRIERI, KEITH MEISTER, ROBERT
KNAUSS, DAVID S. SCHECTER, PETER SHEA, HAROLD FIRST, DANIEL A.
NINIVAGGI, ACF INDUSTRIES HOLDING CORPORATION, ARNOS CORPORATION,
HIGH RIVER LIMITED PARTNERSHIP, STARFIRE HOLDING CORPORATION,
ARNOS SUB CORP., XO MERGER CORP., BARBERRY CORPORATION, AND XO
HOLDINGS, INC., Defendants, 650499/10 (N.Y.).

A copy of the Court's Jan. 29, 2013 decision is available at
http://is.gd/z7J8M8from Leagle.com.

Plaintiff Zheng/Class is represented by:

          Judith L. Spanier, Esq.
          ABBEY SPANIER RODD & ABRAMS, LLP
          212 East 39th Street
          New York, NY 10016
          E-mail: jspanier@abbeyspanier.com

R2 is represented by:

          Jeff Ross, Esq.
          ROSS & ORENSTEIN LLC
          222 South Ninth Street
          Minneapolis, MN 55402
          E-mail: jross@rossbizlaw.com

Robert R. Viducich, Esq., 110 Wall Street New York, NY 10005,
argues for all Defendants except Dell, Gradin, and Knauss.

Christopher L. Gadoury, Esq. -- cgadoury@bafirm.com -- at Berg &
Androphy, 3704 Travis Street Houston, TX 77002, argues for the
Defendants.


YBA NINETEEN: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: YBA Nineteen LLC, a California LLC
        7536 Mar Avenue
        La Jolla, CA 92037

Bankruptcy Case No.: 13-00968

Chapter 11 Petition Date: January 31, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

Scheduled Assets: $4,005,849

Scheduled Liabilities: $6,910,436

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb13-00968.pdf

The petition was signed by Kamran Banayan, manager.


ZALE CORP: Portolan Management Discloses 2.6% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Portolan Capital Management, LLC, and George McCabe
disclosed that, as of Dec. 31, 2012, they beneficiall own 858,480
shares of common stock of Zale Corp. representing 2.65% of the
shares outstanding.  A copy of the filing is available at:

                       http://is.gd/nEgNOu

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

Zale Corp's balance sheet at Oct. 31, 2012, showed $1.33 billion
in total assets, $1.18 billion in total liabilities and $151.96
million in total stockholders' investment.


* Prepayment of Fees Doesn't Preclude Disgorgement
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Phyllis J. Hamilton in San
Francisco held in a Jan. 30 opinion that paying a fee before
bankruptcy doesn't divest the court of the power to order
disgorgement of the fee.

The report recounts that a lawyer had his fee paid before the
client filed in Chapter 7.  The case was dismissed for failure to
receive credit counseling.  The bankruptcy judge ordered the
lawyer to disgorge the fee, because he didn't properly advise the
client about credit counseling and the case was filed with a stale
counseling certificate.  On appeal, the lawyer argued there was no
power to order disgorgement because the fee, paid before
bankruptcy, wasn't part of the bankrupt estate.

According to the report, Judge Hamilton rejected the lawyer's
argument.  She pointed to the Supreme Court's Lamie opinion as
anticipating that Chapter 7 fees would be paid before bankruptcy.
She reasoned that there was no basis for arguing that pre-payment
of fees divests the court of power to order disgorgement under
Section 329 of the Bankruptcy Code.

The case is In re Alvarado, 12-06478, U.S. Bankruptcy Court,
Northern District of California (San Francisco).


* Debt Ceiling & Energy Drops Pose Little Threat, Fitch Says
------------------------------------------------------------
Stable performance on Fitch-rated U.S. utility tariff ABS will
stay the course despite sector-specific broader macroeconomic
challenges, according to Fitch Ratings in a new report.

"Energy consumption may begin to decline as residential energy
efficiency programs mature, thus dragging down overall electric
sales," said Senior Director Du Trieu. The tepid economic recovery
may also be a factor, more so amid the resolution of the U.S. debt
ceiling. These developments are likely to lead to declines in
commercial and industrial loads and collection timing curves
lengthening.

That said, Fitch does not envision negative rating actions for
utility tariff ABS this year. Fitch recently reviewed its entire
portfolio of utility tariff ABS (36 transactions in total), all of
which are performing well within expectations.

The presence of true-ups and subaccount withdrawals have and will
continue to keep these bonds largely immune to outside macro
pressures. "The remote likelihood of widespread utility downgrades
will also help reinforce the stability of utility tariff ABS,"
said Mr. Trieu.


* Moody's $300MM Credit Estimate Threshold Takes Effect Feb. 1
--------------------------------------------------------------
Moody's reports that the threshold level of $300 million for the
assignment of credit estimates to syndicated loans took effect on
February 1, 2013.

Moody's previously communicated this action in a press release
dated November 12, 2012, titled "Moody's Introduces a Credit
Estimate Threshold in the United States".

Moody's will no longer provide new credit estimates for loans of
companies with total syndicated debt facilities of $300 million or
more. However, Moody's definitive ratings, such as Unpublished
Monitored Loan Ratings and Moody's published ratings, will be
available to such companies.

Existing credit estimates will continue to be available, and
periodically refreshed, irrespective of the threshold, up until
one of the following triggers has been reached: (1) new
buyout/issuance; (2) refinancing/recapitalization; or (3)
restructuring.


* Moody's Says $311 Billion of Public Debt Downgraded in 2012
-------------------------------------------------------------
Moody's Investors Service downgraded a record $311 billion in
public finance debt in 2012, upgrading only $24 billion during the
year. Moody's downgraded the ratings on 5.9% of the approximately
14,000 public finance debt issuers it rates during the year, and
upgraded the ratings on 1.3% of them.

In 2011, Moody's downgraded $194 billion in public finance debt
and upgraded $13 billion. The year 2009 previously held the record
for the most public finance debt downgraded, at approximately $256
billion.

"For 2013, we expect downgrades to continue outpacing upgrades in
most public finance sub-sectors, albeit at a reduced pace as the
economic recovery continues and the housing sector begins to
strengthen," says Moody's Assistant Vice President Eileen Hawes,
lead author of the report "US Public Finance Rating Revisions for
2012, including Q4: More than $300 Billion Downgraded, Affecting
6% of Issuers".

A major risk for public finance issuers in 2013 is the federal
government's budget deficit deliberations.

The preponderance of downgrades in 2012 is a reflection of the
persistently difficult economic and industrial conditions, says
Moody's. The trend toward downgrades also reflects the stressed
budgetary and reserve positions of the bond issuers, their
challenging debt structures, and elevated pressures from funding
of pension obligations.

For the fourth quarter of 2012 Moody's downgraded 171 issuers
totaling $95 billion in debt, while upgrading 29 issuers and $4.2
billion. Fully half of the downgraded debt amount was related to
issuers in Puerto Rico, including downgrades of the Commonwealth
itself by two notches to Baa3, the University of Puerto Rico (two
notches, to Ba1), and the Puerto Rico Electric Power Authority
(one notch, to Baa2).

Moody's also downgraded 27 federal highway and mass transit aid
GARVEE bond programs by one notch, affecting $9.3 billion in debt.
Resulting ratings for these programs range from A3 to Aa2.

Approximately 16% of debt downgraded in the fourth quarter was in
the hospital sector. During the quarter Moody's downgraded Dignity
Health one notch to A3, affecting $5 billion in debt, and Catholic
Health Initiatives one notch to Aa3, affecting $6 billion in debt.

Other notable downgrades for the fourth quarter included the City
of Detroit, West Penn Allegheny Health System, and Pennsylvania
State University.


* Moody's Outlook on US TV Industry Remains Stable
--------------------------------------------------
The outlook for the US Broadcast TV industry remains stable,
Moody's Investors Service says in a new report. Although
advertising revenue for pure-play US television broadcasters will
fall in 2013 after last year's gains from political and Olympic
advertising, revenue from core sectors will rebound.

"Advertising income from core sectors such as automotive, retail
and services will go up by 1%-3% this year, but overall
broadcasters' advertising revenue will decline by 5%-7% in the
absence of advertising related to the US presidential race and the
Summer Olympics," says Vice President -- Senior Analyst, Carl
Salas in "Core Advertising to Pick Up Modestly in 2013 as
Political Ads Ebb." Nevertheless, he says, growth projections for
the next 12 to 18 months meet Moody's expectations for a stable
industry outlook.

But given increasing competition from cable as well as online
media, including digital displays and mobile, Moody's does not
expect television advertising revenues to return to the peak
levels seen in 2006 for another two years.

Increasing retransmission fees will add to many of the
broadcasters' top lines as they continue to negotiate higher fees
from cable, satellite and telecom companies. But a number of
companies that own affiliates of NBC -- including Belo Corp., Gray
Television, LIN Television, Nexstar Broadcasting and Sinclair
Broadcast Group -- will not see as much of a benefit, since NBC
has recently joined ABC, CBS and FOX in requiring broadcasters to
pay reverse compensation fees for its content.

After picking up last year, merger and acquisition activity is
expected to remain strong in 2013, as companies look to enter new
markets or expand in existing ones. "An estimated $2.9 billion
windfall from political advertising has given many broadcasters
debt capacity to pursue acquisitions," Salas says, "while it has
also allowed them to fund special distributions or increase
quarterly dividends."

Nonetheless, media fragmentation and increasing competition
continue to weigh on the broadcasting industry's growth prospects.
Cable and online media will keep increasing their market share,
muting growth rates for broadcasters. LBI Media, Spanish
Broadcasting and Univision face new competition for the $1.2
trillion-plus Spanish-speaking US market, including from
Newscorp's MundoFox.


* Chemical Producers to Stay Cautious in 2013, Says Moody's
-----------------------------------------------------------
Chemical producers will remain cautious in 2013, and wait for
demand to improve before building their inventories or increasing
capital spending, Moody's Investors Service says in a new report,
"Economic Uncertainties Bring Out Caution Across Chemicals
Industry." Until such time, they will act to reduce their costs
and control expenses.

"We expect European demand for chemicals and plastics to decline
as the construction and automotive industries see sequential
declines," says Senior Vice President and author of the report
John Rogers. "European chemical producers also remain concerned
the continent's ongoing economic weakness and some have already
begun cost-reduction and rationalization efforts, with others
expected to follow."

US chemical producers are however cautiously optimistic about
demand this year, Rogers says. US petrochemical commodity
producers, in particular, are currently enjoying lower prices for
raw materials such as natural gas, ethane and propane than their
competitors in Europe and Asia. Among companies, Westlake, Nova
and CPC stand to benefit the most, followed by Lyondell and Dow.

But weak Chinese demand this year would lower global prices for
many chemical commodities and reduce margins for their European,
Asian and Latin American producers. "China's demand for many
commodity chemicals and plastics, in particular polyethylene, did
not keep up with its GDP growth in 2012," Rogers says. "This
presents a risk especially for companies with considerable
polyethylene capacity outside of North America, such as Ineos and
Dow."

Liquidity and cash holdings will remain strong across most of the
chemicals industry this year, however. More than 40% of Moody's-
rated chemical producers hold cash balances equal to at least 25%
of the debt on their balance sheets, Rogers says. And while
buoyant capital markets will allow European issuers to reduce
their dependence on bank lines, lenders will extend ample credit
to chemical companies in the US.


* Bankruptcy Filings Decline in Calendar Year 2012
--------------------------------------------------
Bankruptcy filings in the federal courts fell 13 percent in
calendar year 2012, according to data released by the
Administrative Office of the U.S. Courts. The number of
bankruptcies filed in the 12-month period ending December 31,
2012, totaled 1,221,091, down from the 1,410,653 bankruptcies
filed in CY 2011.

Statistics released include business and non-business filings for
the 12-month period ending December 31, 2012; a comparison of
December 2011 and 2012 filings; 4th quarter filings; monthly
filings for the 12-month period ending December 31, 2012; and
filings per capita.

Business and Non-Business Filings

The majority of bankruptcy filings involve non-business debts. In
CY 2012, they totaled 1,181,016, down 13% from the 1,362,847 non-
business bankruptcy filings in CY 2011.

Business filings also fell, from 47,806 in CY 2011 to 40,075 in CY
2012, a 16% decrease.

First Quarter of FY 2013

The last three months of CY 2012 were the first quarter of the
Judiciary's 2013 fiscal year. The number of bankruptcies filed
during the first quarter of fiscal year 2013 (October 1-December
31, 2012) was 273,878, down 13% from the 313,775 filings in the
first quarter of FY 2012.

Filings by Chapter

In CY 2012, filings fell under all chapters of the U.S. bankruptcy
code.

    Chapter 7 filings totaled 843,545, down 15% from the 992,332
filings reported in CY 2011.

    Chapter 11 filings fell 10% to 10,361, from the 11,529 filings
in CY 2011.

    Chapter 13 filings fell 10% to 366,532, from the 406,084
filings in CY 2011.

    Chapter 12 filings totaled 512, down 20% from the 637 Chapter
12 bankruptcy filings in CY 2011.

                Business and Non-business Filings
                           CY 2008-2012

     Year   Business   Non-Business       Total
     ----   --------   ------------       -----
     2012     40,075      1,181,016     1,221,091
     2011     47,806      1,362,847     1,410,653
     2010     56,282      1,536,799     1,593,081
     2009     60,837      1,412,838     1,473,675
     2008     43,533      1,074,108     1,117,641

          Total Bankruptcy Filing by Bankruptcy Chapter
                         Calendar Years,
              Period Ending December 31, 2008-2012

                              Chapter

     Year        7          11        12        13
     ----     -------    -------   -------   -------
     2012     843,545     10,361     512     366,532
     2011     992,332     11,529     637     406,084
     2010   1,139,601     13,713     723     438,913
     2009   1,050,832     15,189     544     406,962
     2008     744,364     10,160     345     362,705


* Student Loan Defaults Are Multiples of Other Consumer Loans
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that what subprime mortgage loans were for the last
decade, student loans could become for this decade.

Since 2007, balances on federal and private student loans rose by
75% to $893 billion, according to a study by TransUnion LLC, a
credit-reporting service.  Meanwhile, the average balance rose by
30% to almost $24,000.

According to the report, the big story is about delinquencies and
deferrals.

About 51% of student loans are in deferral status where payments
can be held off for about three years. Loans in deferral amount to
$388 billion, TransUnion said.  Delinquencies on federally
guaranteed loans rose 27% since 2007 to 12.31%.  Over the same
period, delinquencies on privately financed loans declined 2% to
5.33%.

Whether private or federal, student loan delinquencies are
multiples of other types of consumer loan defaults.  The
delinquency rate doesn't include loans in deferral status,
according to Ezra Becker, a vice president of research at
TransUnion who prepared the report.

On mortgages, the default rate is 5.15%, TransUnion reports.  On
credit cards, the default rate is 0.91%, and for auto loans it's
0.34%.

Unlike other types of consumer loans, student loans are almost
impossible to shed through personal bankruptcy.

Democratic Senator Dick Durbin from Illinois said he will
reintroduce a bill restoring the law to how it was in 2005 by
allowing bankrupts to discharge student loans made by private
lenders.  He wouldn't change the law making federal student loans
almost impossible to discharge.

Federally guaranteed loans make up 86% of loan balances,
TransUnion reported.


* A Third of All Student Loan Debt Belongs to Subprime Borrowers
----------------------------------------------------------------
Ruth Simon and Rachel Louise Ensign, writing for The Wall Street
Journal, reported that the number of student loans held by
subprime borrowers is growing, and more of those loans are
souring, the latest signs that a weak job market and rising debt
loads are squeezing recent graduates. In all, 33% of all subprime
student loans in repayment were 90 days or more past due in March
2012, up from 24% in 2007, according to a Wednesday report by
TransUnion LLC, WSJ related.

Meanwhile, the Chicago-based credit bureau found that 33% of the
almost $900 billion in outstanding student loans was held by
subprime, or the riskiest, borrowers as of March 2012, up from 31%
in 2007, the WSJ report said.

"If you become subprime, it's more likely that you will not pay
your debt," TransUnion Vice President Ezra Becker, who oversaw the
study, told WSJ. The high debt loads could weigh on consumer
spending and the economy, Cristian de Ritis, a senior director
with Moody's Analytics, a unit of Moody's Corp., told WSJ. If the
defaults continue to increase, "the taxpayer is going to be on the
hook for losses," he added.

WSJ noted that the federal government has taken a more active role
in student lending and now makes about 93% of all loans.

Another study, released by Fitch Ratings, a unit of Fimalac SA and
Hearst Corp., warned that the gap between college costs and what
students can borrow under the federal student-loan program will
continue to widen, WSJ related.

The TransUnion report, which was performed at the request of
credit unions, found that in the five years through last March,
the portion of all student loans that were 90 days or more
delinquent rose to 11.4% from 8.8%, while the average student-
loan balance per borrower increased 30% to $23,829.  WSJ, however,
noted that the TransUnion study didn't measure whether borrowers
had poor credit scores at the time they took out their loans or if
their credit scores dropped because of their repayment problems.
Missed student-loan payments are more likely to have a big impact
on the scores of borrowers with short credit histories such as
recent college graduates, TransUnion said.

Another study, released by credit-score provider Fair Isaac Corp.,
found that roughly 26 million consumers had two or more open
student loans on their credit report in October 2012, up from
about 12 million in 2005, WSJ further related. A majority of bank
risk managers expect student-loan delinquencies to continue to
rise, according to Fair Isaac.

To be sure, the rise in student-loan debt is being at least
partially offset by reductions in other types of debt, such as
credit cards and mortgages, Richard Fry, a senior economist with
the Pew Research Center in Washington, told WSJ. That should make
repaying student-loan debt more manageable for some families, he
said.


* Mortgage Delinquency Rates Show Improvement, LPS Report Shows
---------------------------------------------------------------
The December Mortgage Monitor report released by Lender Processing
Services on Jan. 31 and covering performance data for the full
2012 calendar year, found that while mortgage delinquency rates
remained at elevated levels, they have shown steady improvement,
ending the year 32 percent lower than the January 2010 peak.
Additionally, following a year of regional improvement in
foreclosure inventories (marked by stark contrasts between
judicial and non-judicial foreclosure states), the national
foreclosure inventory rate began to decline toward the end of 2012
from historic highs experienced during the crisis.

According to LPS Applied Analytics Senior Vice President Herb
Blecher, 2012 also saw a return to relatively high levels of
mortgage origination activity.

"Though still a long way off from the historic level of
originations that preceded the mortgage crisis, 2012 was the
strongest full year of originations we've seen since 2007,"
Mr. Blecher said.  "Volumes were up approximately 34 percent year
over year, with about 8.6 million new loans originated.  And,
while the majority of these new loans were government-backed -- 84
percent in 2012 as compared to just over 50 percent at the peak --
the trend over the last four years does suggest a slowly resurgent
non-agency lending market."

Leveraging data from the LPS Home Price index, this month's
Mortgage Monitor also found that 2012's appreciation in home
prices has helped to improve the U.S. equity situation and create
even more refinance opportunities:

-- Overall, negative equity is down 35 percent since the beginning
of the year.

-- Nearly 4 million loans that were below conforming loan-to-value
(LTV) thresholds for refinancing last year would meet those
standards today.

-- An additional 3.4 million loans that are on the cusp of
conforming loan-to-value thresholds stand to benefit, if the home
price situation continues to improve.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:


        Total U.S. loan delinquency rate:                               7.17%
        Month-over-month change in delinquency rate:                    0.7%
        Total U.S. foreclosure pre-sale inventory rate:                 3.44%
        Month-over-month change in foreclosure pre-sale inventory rate: -2.00 %
        States with highest percentage of non-current* loans:
FL, MS, NJ, NV, NY
        States with the lowest percentage of non-current* loans:
MT, WY, SD, AK, ND


*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.  Totals are extrapolated
based on LPS Applied Analytics' loan-level database of mortgage
assets.

                     About the Mortgage Monitor

LPS manages the nation's leading repository of loan-level
residential mortgage data and performance information on nearly 40
million loans across the spectrum of credit products.  The
company's research experts carefully analyze this data to produce
a summary supplemented by dozens of charts and graphs that reflect
trend and point-in-time observations for LPS' monthly Mortgage
Monitor Report.  To review the full report, visit
http://www.lpsvcs.com/LPSCorporateInformation/CommunicationCenter/
DataReports/Pages/Mortgage-Monitor.aspx

                About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors.  As a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk.

These integrated solutions support origination, servicing,
portfolio retention and default servicing. LPS' servicing
solutions include MSP, the industry's leading loan-servicing
platform, which is used to service approximately 50 percent of all
U.S. mortgages by dollar volume. The company also provides
proprietary data and analytics for the mortgage, real estate and
capital markets industries.

LPS is headquartered in Jacksonville, Fla., and employs
approximately 8,000 professionals.  The company is ranked on the
Fortune 1000 as the 877th largest American company in 2012.


* Justice Department Said to Sue S&P Over 2008 Financial Crisis
---------------------------------------------------------------
The Wall Street Journal's Jean Eaglesham, Jeannette Neumann, and
Evan Perez report that people familiar with the matter said the
U.S. Justice Department is expected to sue Standard & Poor's
Ratings Services as soon as Tuesday, alleging the firm ignored its
own standards to rate mortgage bonds that imploded in the 2008
financial crisis and cost investors billions.

WSJ says the anticipated civil charges by U.S. Attorney General
Eric Holder against S&P will be the first federal enforcement
action against a credit-rating firm over the crisis.  Several
state attorneys general are likely to join.

WSJ says S&P has confirmed the expected lawsuit and said the
rating firm was being punished unfairly by the U.S. government for
"failing to predict" the housing meltdown or financial crisis.
The government suit would be "entirely without factual or legal
merit," said S&P in a statement, denying wrongdoing.  S&P
suggested Monday it was being unfairly singled out.

WSJ also notes the two sides have discussed a possible settlement
for about four months, according to people close to the
negotiations, but S&P balked over concerns that a deal could sink
the company.  The government was seeking penalties of more than $1
billion, another person close to the talks said, which would be
the biggest sanction imposed on a firm related for its actions in
the crisis.  S&P officials also were rattled that government was
pushing the company to admit wrongdoing that could leave it more
vulnerable to pending or new lawsuits by investors.

According to WSJ, people familiar with the probe said that for
about three years, the government has been investigating whether
S&P managers pushed to weaken company standards for rating
mortgage-linked deals or ignored the standards entirely.


* RBS Drops as U.S. Authorities Said to Ask for Libor Plea
----------------------------------------------------------
Gavin Finch & Phil Mattingly, writing for Bloomberg News, reported
that Royal Bank of Scotland Group Plc fell the most in four months
as U.S. authorities push for criminal charges in the probe into
allegations that Britain's biggest publicly owned lender tried to
rig interest rates.

The U.S. Justice Department has extended talks to press the
Edinburgh-based bank for a guilty plea in any settlement, said two
people familiar with the negotiations, Bloomberg related. RBS may
pay about 500 million pounds ($786 million) to U.S. and U.K.
authorities to settle the claims as soon as next week, another two
people with knowledge of the negotiations said, Bloomberg further
related.

"This opens up a huge can of worms for RBS," Simon Maughan, a
financial services industry strategist at Olivetree Securities
Ltd. in London, told Bloomberg. If RBS admits criminal liability,
"you're going to get all sorts of people building up class action
lawsuits against them. That could prove very costly."

The shares declined 6 percent, the biggest drop since June 28, and
closed at 345.80 pence in London, Bloomberg said.

According to Bloomberg, the fine would be the second-largest
levied by regulators in their investigation into allegations
traders at the world's biggest lenders manipulated submissions
used to set the London interbank offered rate. UBS AG,
Switzerland's biggest lender, paid a $1.5 billion fine in December
and its Japanese unit pleaded guilty to one count of wire fraud in
the U.S. in its December settlement. Barclays Plc (BARC) was fined
290 million pounds in June and accepted no criminal liability.

                      Litigation Vulnerability

The RBS talks, which were close to completion earlier this month,
have been prolonged as the Justice Department, bolstered by the
guilty plea it secured from UBS's Japanese unit, pressed RBS to
plead guilty to the criminal charges as well, the people said,
according to Bloomberg. The Scottish bank has so far resisted on
concern it could increase its vulnerability to litigation and lead
clients to curtail business, according to the Wall Street Journal,
which reported the talks earlier.

"Discussions with various authorities in relation to Libor-setting
are ongoing," Michael Strachan, a spokesman for RBS, told
Bloomberg.  "We continue to cooperate fully with their
investigations." He declined to comment further on the talks with
the Justice Department, according to Bloomberg. Rebekah
Carmichael, spokeswoman for the Justice Department, declined to
comment on the negotiations, Bloomberg added.

RBS, according to Bloomberg, may reduce the bonus pool at its
investment bank by more than a third following the allegations of
wrongdoing, a person with knowledge of the plan said.

                             Bonuses Cut

The lender is poised to set aside about 250 million pounds for
bonuses at the division, compared with 390 million pounds for
2011, said the person, who asked not to be identified because a
final decision is yet to be taken, Bloomberg related. RBS plans to
recoup between 100 million pounds and 150 million pounds from the
bonus pool to offset the fine, people familiar with the matter
said last month. The Financial Times reported the cut earlier on
Jan. 30.

RBS will also claw back bonuses from those involved in the alleged
manipulation of Libor as well as their superiors, up to and
including the head of investment bank, John Hourican, the people
said, Bloomberg related. He is expected to resign because he had
responsibility for the parts of the company where the alleged
wrongdoing occurred, even though he didn't have direct knowledge
of the behavior, the people said.

Libor, according to Bloomberg, is calculated by a poll carried out
daily on behalf of the British Bankers' Association that asks
firms to estimate how much it would cost to borrow from each other
for different periods and in different currencies. The top and
bottom quartiles of quotes are excluded, and those left are
averaged and published for individual currencies before noon in
London.


* Government Scrutinizing Consultants Hired to Help Banks
---------------------------------------------------------
Jessica Silver-Greenberg and Ben Protess, writing for The New York
Times' DealBook blog, reported that federal authorities are
scrutinizing private consultants hired to clean up financial
misdeeds like money laundering and foreclosure abuses, taking aim
at an industry that is paid billions of dollars by the same banks
it is expected to police.

The consultants operate with scant supervision and produce mixed
results, according to government documents and interviews with
prosecutors and regulators, the DealBook said. In one case, the
consulting firms enabled the wrongdoing, the report noted. The
deficiencies, officials say, can leave consumers vulnerable and
allow tainted money to flow through the financial system, the
report added.

"How can you be independent if you're hired by the entity you're
reviewing?" Senator Jack Reed, Democrat of Rhode Island, who sits
on the Senate Banking Committee, told the DealBook.  Senator
Elizabeth Warren, Democrat of Massachusetts, and Representative
Elijah Cummings, Democrat of Maryland, said they would open an
investigation into the foreclosure review, seeking "additional
information about the scope of the harms found," according to the
report.

The DealBook related that the pitfalls were exposed last month
when federal regulators halted a broad effort to help millions of
homeowners in foreclosure. The regulators reached an $8.5 billion
settlement with banks, scuttling a flawed foreclosure review run
by eight consulting firms but in the the end, borrowers hurt by
shoddy practices are likely to receive less money than they
deserve, regulators said, according to the report.

Critics concede though that regulators have little choice but to
hire outsiders for certain responsibilities after they find
problems at the banks as the government does not have the
resources to ensure that banks follow the rules, the DealBook
said.


* Lender Processing Reaches $120M Deal in "Robosigning" Probe
-------------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that Lender
Processing Services Inc. (LPS) reached a multistate settlement to
resolve claims of improper foreclosure practices, including the
"robosigning" of documents used to repossess homes.

The $127 million settlement involves 46 states and the District of
Columbia, LPS said in a Feb. 1 statement, Bloomberg related.  The
settlement also will require LPS to reform practices and correct
faulty foreclosure paperwork, Illinois Attorney General Lisa
Madigan said in a separate statement, Bloomberg added.

"LPS and its subsidiaries became a sort of document factory,
literally rubber stamping thousands of foreclosures with no regard
to fairness and accuracy in the process," Bloomberg quoted Madigan
as saying.

Bloomberg related that state attorneys general came together in
2010 to investigate claims of improper foreclosure practices by
mortgage servicers, including robosigning, in which people rapidly
signed documents without verifying facts. Five mortgage servicers,
including JPMorgan Chase & Co. (JPM) and Bank of America Corp.,
last year reached a $25 billion settlement with 49 states and the
federal government.

"This settlement reflects the efforts of the states to work
together to remedy the widespread abuses occurring in the
residential mortgage industry in the past few years," Florida
Attorney General Pam Bondi said in a statement, Bloomberg related.

                      Previous Agreements

LPS, based in Jacksonville, Florida, said the agreement resolves a
probe into document preparation, verification, signing and
notarization practices, Bloomberg related. The company's shares
rose 7.5 percent to $24.08 at 2:04 p.m. in New York, according to
Bloomberg.

LPS said it reached previous agreements with Missouri, Delaware
and Colorado, leaving a complaint filed by Nevada as the only
unresolved attorney general inquiry, Bloomberg noted. LPS Chief
Executive Officer Hugh Harris said the settlement is "another
major step toward putting issues related to past business
practices behind us."

The states' investigation found an LPS subsidiary engaged in
"surrogate signing," which is the signing of documents by an
unauthorized person in the name of another and notarizing those
documents as if they had been signed by the proper person, Madigan
said, according to Bloomberg.

Bloomberg added that New York Attorney General Eric Schneiderman
said in a statement that the settlement will prohibit signatures
by unauthorized people or those without first-hand knowledge of
the facts attested to in foreclosure documents.

Lenders Processing Services, Inc. is a provider of integrated
technology and services to the mortgage lending industry, with
market leading positions in mortgage processing and default
management services in the U.S.


* Delaware Democrat Takes over Senate Bankruptcy Panel
------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that a U.S.
Senator from Delaware, home to courts that specialize in business
cases, took over the panel overseeing the bankruptcy system,
making it harder for critics to weaken the state's influence on
corporate reorganizations.

Chris Coons on Feb. 1 became chairman of the Senate Judiciary
Subcommittee on Bankruptcy and the Courts after a vote by the
Judiciary Committee, replacing fellow Democrat Amy Klobuchar of
Minnesota, Bloomberg said.  The subcommittee also oversees new
judgeships, court administration and legal reform.

"For those who like Delaware as a bankruptcy venue, this is a good
development," Samuel J. Gerdano, executive director of the
American Bankruptcy Institute, a professional organization
representing lawyers and others in the restructuring field, told
Bloomberg.

Delaware and New York dominate large corporate bankruptcies,
Bloomberg said, citing a database compiled by University of
California, Los Angeles, Professor Lynn M. LoPucki. The latest
effort to loosen their influence came in 2011, when lawmakers from
Texas and Michigan tried to change the rules about where companies
can file bankruptcy.

According to Bloomberg, Coons defended Delaware's position, saying
the judges and attorneys in his state have expertise that can
speed corporations through bankruptcy and "preserve jobs where
possible."  "In jurisdictions that don't have the same capacity,
in terms of experience on the bench and the strength of bankruptcy
bar, it can, at times, be difficult," Coons said in an interview
with Bloomberg.

The bankruptcy business employs thousands in Delaware.  With many
of the country's largest bankruptcies in Wilmington, the court in
Delaware currently has six judges.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that if the law were changed forcing companies to file in their
home jurisdictions, Delaware might need only one judge to handle
mostly personal bankruptcies.

According to Mr. Rochelle, it's unlikely Congress would change the
so-called venue rules to protect the Delaware courts while not
also protecting New York.  Consequently, Sen. Coons as
subcommittee chairman would have power to slow down if not block
an effort, if there were one, to change venue rules and in the
process end the supremacy of New York and Delaware.

                             Fifth Judge

Bloomberg also related that a subcommittee of the Judicial
Conference of the U.S. this month recommended adding a fifth judge
to Delaware's federal district court to handle an increase in the
number of patent cases filed in the state. The U.S. Bankruptcy
Court in Delaware has six judges.

Coons, according to Bloomberg, said it will be difficult to get
the additional judge approved by Congress.  "There are strong
opponents to adding any new judges anywhere in the country," he
told Bloomberg.

The Senate should concentrate on approving nominations for vacant
federal judgeships that are funded, Coons further told Bloomnerg.
Senate confirmation is required to fill a post, and there are 85
judicial vacancies and 33 nominees awaiting approval.

Any company incorporated in Delaware can file for bankruptcy
there, or wherever it has its headquarters or operations,
Bloomberg noted. Representative Lamar Smith, the Texas Republican
who chairs the House judiciary panel, and Michigan's John Conyers,
its ranking Democrat, have proposed forcing companies to file in
their home states.  Many lawyers outside of Delaware and New York
support efforts to curb filings in the states, Gerdano told
Bloomberg.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company           Ticker         ($MM)      ($MM)      ($MM)
  -------           ------       ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN        128.8       (7.2)       2.7
ACELRX PHARMA       ACRX US        28.2       (0.3)      13.1
AK STEEL HLDG       AKS US      3,903.1      (91.0)     630.3
AMC NETWORKS-A      AMCX US     2,152.9     (915.4)     505.9
AMER AXLE & MFG     AXL US      2,674.2     (497.7)     372.3
AMER RESTAUR-LP     ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO    ASCA US     2,096.6      (25.6)     (26.5)
AMYLIN PHARMACEU    AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA     ARRY US        85.5      (96.4)       4.1
AUTOZONE INC        AZO US      6,398.0   (1,591.4)    (682.2)
BERRY PLASTICS G    BERY US     5,050.0     (313.0)  (3,450.0)
BLUELINX HOLDING    BXC US        595.4       (1.6)     264.0
BOSTON PIZZA R-U    BPF-U CN      162.9      (92.3)      (0.3)
CABLEVISION SY-A    CVC US      7,285.3   (5,730.1)     (85.3)
CAPMARK FINANCIA    CPMK US    20,085.1     (933.1)       -
CENTENNIAL COMM     CYCL US     1,480.9     (925.9)     (52.1)
CHOICE HOTELS       CHH US        483.1     (569.4)       7.5
CIENA CORP          CIEN US     1,881.1      (89.0)     730.7
CINCINNATI BELL     CBB US      2,752.3     (684.6)     (68.2)
CLOROX CO           CLX US      4,747.0      (20.0)      20.0
COMVERSE INC        CNSI US       823.2      (28.4)     (48.9)
DELTA AIR LI        DAL US     44,352.0      (48.0)  (5,061.0)
DIRECTV             DTV US     20,353.0   (4,735.0)     953.0
DOMINO'S PIZZA      DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET    DNB US      1,821.6     (765.7)    (615.8)
DYAX CORP           DYAX US        57.2      (48.4)      26.7
DYNEGY INC          DYN US      5,971.0   (1,150.0)   1,364.0
FAIRPOINT COMMUN    FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP       FGP US      1,429.0      (69.6)     (70.7)
FIESTA RESTAURAN    FRGI US       289.7        6.6      (13.1)
FIFTH & PACIFIC     FNP US        843.4     (192.2)      33.5
FREESCALE SEMICO    FSL US      3,171.0   (4,531.0)   1,186.0
GENCORP INC         GY US         908.1     (164.3)      48.1
GLG PARTNERS INC    GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING    GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL    GKK US      2,236.3     (293.1)       -
HCA HOLDINGS INC    HCA US     27,302.0   (6,563.0)   1,411.0
HOVNANIAN ENT-A     HOV US      1,684.2     (485.3)     870.1
HOVNANIAN ENT-B     HOVVB US    1,684.2     (485.3)     870.1
HUGHES TELEMATIC    HUTCU US      110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTC US       110.2     (101.6)    (113.8)
INCYTE CORP         INCY US       296.5     (220.0)     141.1
INFOR US INC        LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC            IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU    JE US       1,536.5     (279.0)    (177.1)
JUST ENERGY GROU    JE CN       1,536.5     (279.0)    (177.1)
LEHIGH GAS PARTN    LGP US        303.2      (38.1)     (18.9)
LIMITED BRANDS      LTD US      6,427.0     (515.0)     973.0
LIN TV CORP-CL A    TVL US        864.4      (35.0)      67.2
LORILLARD INC       LO US       3,424.0   (1,564.0)   1,364.0
MARRIOTT INTL-A     MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC         MTOR US     2,341.0   (1,011.0)     224.0
MONEYGRAM INTERN    MGI US      5,247.0     (163.6)     (95.3)
MORGANS HOTEL GR    MHGC US       577.0     (125.2)      (8.7)
MPG OFFICE TRUST    MPG US      1,867.2     (729.2)       -
NATIONAL CINEMED    NCMI US       828.0     (347.7)     107.6
NAVISTAR INTL       NAV US      9,102.0   (3,260.0)   1,484.0
NEXSTAR BROADC-A    NXST US       611.4     (160.3)      35.1
NPS PHARM INC       NPSP US       165.5      (46.7)     121.9
NYMOX PHARMACEUT    NYMX US         2.1       (7.7)      (1.6)
ODYSSEY MARINE      OMEX US        33.6      (22.2)     (25.4)
ORGANOVO HOLDING    ONVO US         9.0      (27.4)       7.3
PALM INC            PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       249.9     (115.5)     170.6
PLAYBOY ENTERP-A    PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0      (91.7)       3.6
PROTECTION ONE      PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       513.1      (19.7)      62.0
REALOGY HOLDINGS    RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A    RGC US      2,198.1     (552.4)      77.4
REGULUS THERAPEU    RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA     RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A        REV US      1,183.6     (680.7)     104.7
RLJ ACQUISITI-UT    RLJAU US        0.0       (0.0)      (0.0)
RURAL/METRO CORP    RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US      2,065.8     (115.1)     686.5
SAREPTA THERAPEU    SRPT US        53.1       (4.6)     (13.0)
SHUTTERSTOCK INC    SSTK US        46.7      (29.9)     (32.9)
SINCLAIR BROAD-A    SBGI US     2,245.5      (52.4)     (14.1)
TAUBMAN CENTERS     TCO US      3,152.7      (86.1)       -
TESLA MOTORS        TSLA US       809.2      (27.9)    (101.3)
TESORO LOGISTICS    TLLP US       291.3      (78.5)      50.7
THERAPEUTICS MD     TXMD US         3.5       (4.3)      (1.1)
THRESHOLD PHARMA    THLD US        86.2      (44.1)      68.2
ULTRA PETROLEUM     UPL US      2,593.6     (109.6)    (266.6)
UNISYS CORP         UIS US      2,420.4   (1,588.7)     482.1
VECTOR GROUP LTD    VGR US        885.6     (102.9)     243.0
VERISIGN INC        VRSN US     2,100.5       (9.3)     986.5
VIRGIN MOBILE-A     VM US         307.4     (244.2)    (138.3)
VISKASE COS I       VKSC US       334.7       (3.4)     113.5
WEIGHT WATCHERS     WTW US      1,198.0   (1,720.4)    (273.7)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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