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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

           Wednesday, February 6, 2013, Vol. 17, No. 36

                            Headlines

1220 SOUTH: Hearing on Dismissal Bids Continued to March 12
22ND CENTURY: Sabby to Resell 27.5 Million Common Shares
30DC INC: Edward Dale Faces Bankruptcy Suit, Remains Pres. & CEO
A & G LAND: Voluntary Chapter 11 Case Summary
ALAN LEVINE: Nussbaum Gets $12,700 in Fees for Collection Effort

ALLIANCE PLUMBING: Voluntary Chapter 11 Case Summary
ALPHA MEDICAL: Appeals Court Reinstates Interference Claim
ALPINE PLAZA: Voluntary Chapter 11 Case Summary
AMERICAN AIRLINES: Asks for Plan Filing Exclusivity Until April 15
AMERICAN AIRLINES: Gets Court OK for $1.5BB in New Financing

AMERICAN AIRLINES: Files Papers in Pilots' Appeal
AMERICAN AIRLINES: Antitrust Plaintiff Offers "Cost-Savings"
AMPAL-AMERICAN: Feb. 21 Hearing on Committee Plan Outline
ARLINGTON CLASSICS: S&P Gives Positive Outlook, Affirms BB Rating
ATARI INC: CEO's Group & Alden Global Buy Out BlueBay Funds

ATP OIL: Court Approves Feb. 26 Auction for Shelf Assets
AVATAR ENERGY: Receives Receivership Order; Directors Step Down
AVISTAR COMMUNICATIONS: Deregisters All Unsold Shares Under Plans
BADGER LIGHTING: Case Summary & 19 Largest Unsecured Creditors
BAKERCORP INTERNATIONAL: S&P Rates $429.1MM Secured Loans 'B'

BEALL CORP: Wabash Completes Acquisition of Certain Assets
BELLS BICYCLES: Case Summary & 20 Largest Unsecured Creditors
BERRY PLASTICS: Incurs $10-Mil. Net Loss in Dec. 29 Quarter
BIG M: US Trustee Names Seven-Member Creditor's Committee
BIG RIVERS: S&P Lowers Rating on $83.3MM Bonds to 'BB-'

BIG SANDY: Court OKs Sale of Mile High Banks to Strategic Growth
BIG SKY: U.S. Court Recognizes BIA Proceeding in Canada
BLUEGREEN CORP: Further Amends Schedule 13E-3 with SEC
BRIXMOR LLC: Moody's Lifts Sr. Debt Rating to B3; Outlook Stable
BROADCAST INTERNATIONAL: To Provide Services to 2,500 Locations

CAESARS ENTERTAINMENT: Fitch Rates $1.5-Bil. Add-On Notes 'CCC+'
CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating to New $1.5BB Notes
CAPITOL BANCORP: Signs Agreement to Sell Sunrise Bank to Weststar
CASH STORE: Moody's Reviews 'B3' CFR for Possible Downgrade
CHALLENGE AT SANTA RITA: Voluntary Chapter 11 Case Summary

CHINA BOTANIC: Gets NYSE MKT Listing Non-Compliance Notice
CHINA GREEN: Albert Wong Replaces Madsen as Accountants
CHRISTIAN BROTHERS: OK'd to Sell Six Homes to Iona College
CLEAR CHANNEL: Bank Debt Trades at 13% Off in Secondary Market
COCOPAH NURSERIES: Chapter 11 Plan Contemplates Assets Sale

COLDSTONE DEVELOPMENT: Case Summary & 7 Unsecured Creditors
COLONIAL WAREHOUSE: Voluntary Chapter 11 Case Summary
CONCORD REAL ESTATE CDO: To Fail Par Value Test Due to Default
CONNAUGHT GROUP: WARN Plaintiffs Face Sanctions for Delay
DALLAS ROADSTER: Court Denies Approval of 2nd Amended Disclosures

DALLAS ROADSTER: Can Employ C.L. McDade & Company as Appraiser
DALLAS ROADSTER: Taps Kenneth Lehrer as Economic Damage Analyst
DASODA CORP: NJ Court Affirms Arbitration Ruling
DAVID GORDON: Trustee Sues Commerce Bank for Aiding Scammer
E-CAM PROPERTIES: Voluntary Chapter 11 Case Summary

EASTBRIDGE INVESTMENT: Extends "Drop Dead Date" to Feb. 6
EMPIRE TODAY: S&P Hikes CCR & $150MM Notes Rating to 'B'
EUROFRESH INC: NatureSweet DIP Financing Has Interim Approval
EUROFRESH INC: Schedules $69.5-Mil. in Liabilities
EUROFRESH INC: Proposes to Set Admin. Claims Bar Date

FLAT OUT CRAZY: Wins Approval for KCC as Claims Agent
FORT LAUDERDALE BOATCLUB: Court Denies EverBank Dismissal Bid
GOLD RESERVE: Feb. 28 Hearing Set for NYSE MKT Listing Appeal
HAMPTON CAPITAL: Court Selects 5 Members to Creditor's Committee
HANDY HARDWARE: US Trustee Names 7-Member Creditor's Committee

HD SUPPLY: Plans to Re-Price Senior Secured Term Loan Facility
HEALTH CARE REIT: Fitch Affirms 'BB+' Rating on $1BB Pref. Stock
HILLTOP FARMS: Seeks Use of Cash to Allow Equipment Payments
HEARTHSTONE HOMES: Maturity of DIP Financing Extended to June 25
IMAGEWARE SYSTEMS: John Callan Resigns from Board of Directors

IMMUCOR INC: S&P Assigns 'BB-' Rating on $665MM Term Loan
IMPLANT SCIENCES: Incurs $3.7 Million Net Loss in Q2 2013
INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
J.C. PENNEY: Disputes Brown Rudnick's Notice of Bond Default
JAI MATAJI: Case Summary & 20 Largest Unsecured Creditors

JAMES RIVER: Invesco Lowers Equity Stake to Less Than 1%
JILL ACQUISITION: Moody's Affirms 'Caa1' CFR; Outlook Positive
JNC WELDING: Case Summary & 14 Largest Unsecured Creditors
KGB: S&P Alters Rating Outlook to Negative; Affirms 'B-' CCR
LA JOLLA: Highlights Need to Obtain $10.6 Million in Financing

LAKELAND DEV'T: Ridgeline Expects to Close Santa Fe Springs Deal
LATTICE INCORPORATED: Friedlander Discloses 4.2% Equity Stake
LIBERACE FOUNDATION: Okayed to Pay Wages in Ordinary Course
LIFEPOINT HOSPITALS: Moody's Affirms Ba2 CFR After Loan Upsizing
LIQUIDMETAL TECHNOLOGIES: Appoints Bob Howard-Anderson to Board

LOCAL SERVICE: Scheduling/Planning Conference Set for March 11
LOCATION BASED TECHNOLOGIES: Amends Securities Pact with ECPC
LODGENET INTERACTIVE: Creditors Meeting, Schedules Deferred
LODGENET INTERACTIVE: Final Hearing on DIP Financing on Feb. 27
LODGENET INTERACTIVE: Moorgate Tasked to Locate Investor or Buyer

LODGENET INTERACTIVE: Proposes KCC as Administrative Agent
LUMBER PRODUCTS: Court Confirms Trustee's Plan of Liquidation
MARANGI FAMILY: Voluntary Chapter 11 Case Summary
MERRIMACK PHARMACEUTICALS: To Issue 3.3MM Shares Under Plan
METROPCS COMMS: S&P Retains 'B+' CCR on CreditWatch After Merger

MONEE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
MUNDY RANCH: Shareholder's Plan Offers Full Payment to Rabo
NATIONAL HOLDINGS: Engages RBSM LLP as New Accountants
NATIONSTAR MORTGAGE: Moody's Cuts CFR to 'B2'; Outlook Stable

NATIONSTAR MORTGAGE: S&P Assigns 'B+' Rating on $400MM Notes
NEPHROS INC: Obtains Bridge Loan from Lambda Investors
OMTRON USA: US Trustee Names 3-Member Creditor's Committee
PATRIOT COAL: Arch Records $58-Mil. Charge on Rejected Contract
PHOENIX COMPANIES: Fitch Keeps 'B' IDR on Restated Financials

PICCADILLY RESTAURANTS: Merchants Co. Deemed as Critical Vendor
PICCADILLY RESTAURANTS: Has Final Approval to Obtain DIP Financing
PINNACLE AIRLINES: Delta's Ryan Gumm to be CEO After Emergence
PITNEY BOWES: Fitch Downgrades Preferred Stock Rating to 'BB'
POWERWAVE TECHNOLOGIES: Meeting to Form Panel Set for Feb. 7

QUICK-MED TECHNOLOGIES: Ladd Greeno Resigns from Board
RANCHER ENERGY: Incurs $149,000 Net Loss in Dec. 31 Quarter
RAY'S COLLISION: Case Summary & 20 Largest Unsecured Creditors
RED OAK: S&P Puts 'BB-' Rating on $384MM Senior Secured Bonds
RESIDENTIAL CAPITAL: Completes Sale of Whole Loans to Berkshire

RESIDENTIAL CAPITAL: Committee Wins OK for WilmerHale as Counsel
RESIDENTIAL CAPITAL: JPMorgan Wants Stay Lifted to Pursue Suit
REVOLUTION DAIRY: Proposes Prince Yeates as Counsel
REVOLUTION DAIRY: Has Interim Approval to Use Cash Collateral
REVOLUTION DAIRY: Taps Genske Mulder as Accountants

RITE AID: Moody's Reviews 'Caa1' CFR for Possible Upgrade
RITE AID: S&P Assigns 'B+' Rating to $900MM First Lien Loan
RIVER CANYON: U.S. Trustee Says Disclosure Statement Lacks Info
RIVER CANYON: Plans to Seek Increase in DIP Funding
ROYCE BINNION: Pursues Termination Claim vs. NOV in Bankr. Court

SAGE PRODUCTS: S&P Assigns 'B' Rating to $380MM 1st Lien Term Loan
SAN DIEGO HOSPICE: Health Care Business Seeks Chapter 11
SCHOMAC GROUP: Asks for Final Decree Closing Chapter 11 Case
SEA HORSE REALTY: Court Trims CitiMortgage Counterclaims
SEALY CORP: Incurs $1.2 Million Net Loss in Fiscal 2012

SHARKEY INSURANCE: Case Summary & 6 Unsecured Creditors
SHELDRAKE LOFTS: RCF Wants Proceeds of Collateral Sale Escrowed
SINO-FOREST CORP: Files Chapter 15 in New York to Implement Plan
SINO-FOREST CORP: Chapter 15 Case Summary
SIONIX CORP: To Issue 10 Million Shares Under Incentive Plan

SKINNY NUTRITIONAL: May File for Bankruptcy After Missed Payments
SMART ONLINE: Issues Additional $450,000 Convertible Note
SPOKO ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
SPRINT NEXTEL: Files Schedule 13E-3 with SEC
STG-FAIRWAY: S&P Assigns Preliminary 'CCC+' Rating to $125MM Loan

SUNSHINE HOTELS: 2 Calif. Marriott Hotels in Chapter 11
SUNSHINE HOTELS: Proposes Gallagher & Kennedy as Counsel
TELETOUCH COMMUNICATIONS: GeoTag Agrees to Dismiss "474" Suit
TEN SAINTS: Stipulates to Extend Confirmation Hearing to April
TERRA INVENTIONS: Sells 18.7 Million Common Shares

THERAPEUTICSMD INC: Robert Smith Discloses 9.4% Equity Stake
THERAPEUTICSMD INC: Steven Johnson Discloses 9.2% Equity Stake
THQ INC: Brencourt Advisors No Longer Owns Common Shares
THQ INC: Taps Kurtzman Carson as Administrative Agent
THQ INC: Taps Centerview Partners as Investment Banker

TOPAZ POWER: Moody's Rates $590 Million Senior Secured Loans 'B1'
TRANS-LUX CORP: Cuts People's United Loan Commitment to $700,000
TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
VELATEL GLOBAL: Amends Stock Purchase Pact with China Motion
VERSO PAPER: S&P Lowers Rating on Sr. Unsecured Term Loan to 'D'

VISUALANT INC: Ronald Erickson Discloses 8.6% Equity Stake
VITESSE SEMICONDUCTOR: Extends Gardner's Employment Until 2015
WAUPACA FOUNDRY: Moody's Sees Loan Upsizing as Credit Negative
WAUPACA FOUNDRY: S&P Retains 'B+' Rating After $200MM Loan Add-On
WEEMS RESORTS: Case Summary & 6 Unsecured Creditors

* Moody's Notes Stable Outlook in 4Q 2012 for US Property Market
* U.S. Credit Card Delinquencies Drop in 2012, Fitch Says

* Jim Leshaw Leaves Greenberg Traurig to Form Own Practice
* Paul & Hastings' C. Moel and J. Lee Move to King & Spalding
* Rosenberg, Neuwirth & Kuchner Merges with Marks Paneth & Shron

* Upcoming Meetings, Conferences and Seminars



                            *********

1220 SOUTH: Hearing on Dismissal Bids Continued to March 12
-----------------------------------------------------------
The hearing to consider New Providence Capital Management Partners
II, Limited's and TD Bank's motions to dismiss 1220 South Ocean
Boulevard, LLC's Chapter 11 case as a bad faith filing, or, in the
alternative, for relief from the automatic stay, has been
continued to March 12 2013, at 9:30 a.m.

1220 South Ocean Boulevard asks the Court to deny the motions of
New Providence and TD Bank on these grounds:

   1. The Debtor does not classify itself as a Single Asset Real
      Estate.

   2. There were no foreclosure actions or other court action
      pending against it when it filed for bankruptcy protection.

   3. The appraisals of the Estate Home reflect significant equity
      in the property to pay unsecured and equity holders between
      approximately $20 million and $42 million;

   4. The Debtor lists potential claims against TD and New
      Providence in its schedules and has been informally
      collecting information to ascertain the viability; and

   5. It is working on a Plan that proposes to pay all allowed
      secured and unsecured creditors in full.

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Kenneth S. Rappaport, Esq., at Rappaport Osbourne & Rappaport, in
Boca Raton, Florida, serves as counsel to the Debtor.


22ND CENTURY: Sabby to Resell 27.5 Million Common Shares
--------------------------------------------------------
22nd Century Group, Inc., filed a Form S-1 registration statement
with the U.S. Securities and Exchange Commission relating to the
resale at various times by Sabby Volatility Warrant Master Fund,
Ltd., and Sabby Healthcare Volatility Master Fund, Ltd., of up to
27,500,000 shares of common stock, par value $0.00001 per share,
issuable (i) upon conversion of the Company's Series A-1 Preferred
Stock, (ii) as dividend payments on the Company's Series A-1
Preferred Stock (at the Company's option) and (iii) upon the
exercise of Series A Warrants, Series B Warrants and Series C
Warrants.  These shares were privately issued to the selling
stockholders in connection with a private placement transaction.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders, but will receive funds from the
exercise of the Series A Warrants, Series B Warrants and Series C
Warrants, if exercised for cash.

The selling stockholders have advised the Company that they will
sell the shares of common stock from time to time in broker's
transactions, in the open market, on the OTC Bulletin Board, in
privately negotiated transactions or a combination of these
methods, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated
prices.  The Company will pay the expenses incurred to register
the shares for resale, but the selling stockholders will pay any
underwriting discounts, commissions or agent's commissions related
to the sale of their shares of common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "XXII.OB".  On Jan. 29, 2013, the closing sale
price of the Company's common stock was $0.90 per share.

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

                        http://is.gd/e9973x

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, PC, in Buffalo, New York, expressed
substantial doubt about 22nd Century Group's ability to continue
as a going concern following the financial results for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and, as of
Dec. 31, 2011, has negative working capital of $1.9 million and a
shareholders' deficit of $1.2 million.  "Additional financing will
be required during 2012 in order to satisfy existing current
obligations and finance working capital needs, as well as
additional losses from operations that are expected in 2012."

The Company incurred a net loss of $1.34 million in 2011, compared
with a net loss of $1.42 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.63
million in total assets, $4.99 million in total liabilities and a
$2.35 million total shareholders' deficit.


30DC INC: Edward Dale Faces Bankruptcy Suit, Remains Pres. & CEO
----------------------------------------------------------------
Edward Wells Dale, the Board  Chairman, President and Chief
Executive Officer of 30DC, Inc., was adjudicated in
personal bankruptcy in Australia resulting from claims of personal
creditors, which is the equivalent of involuntary bankruptcy in
the United States.  This action was due to personal creditors
unrelated to the Company and the Company is not a party to the
matter.

Mr. Dale has resigned as Chairman of the Board of Directors of the
Company and the Board has elected Henry Pinskier, who has been a
director of the Company, to the role of Chairman.  Mr. Dale who
has been instrumental in the Company's development of its product
offerings and overall strategic direction will continue in his
role as President and Chief Executive with the support of the
Board.

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


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

Bankruptcy Case No.: 13-41922

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

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: $50,001 to $100,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Hussein Hadi, principal.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
C & H Land Company, LLC                13-41914   02/01/13


ALAN LEVINE: Nussbaum Gets $12,700 in Fees for Collection Effort
----------------------------------------------------------------
Bankruptcy Judge James M. Marlar awarded the law firm of Nussbaum
Gillis and Dinner P.C. $12,500 in fees and $181.12 costs for its
efforts to collect a $155,000 settlement payment in the adversary
proceeding, MICHAEL KAPLAN, Plaintiff, v. ALAN B LEVINE and LINDA
A LEVINE, et al., Defendants, Adv. Proc. No. 2:11-ap-00426-JMM
(Bankr. D. Ariz.).  Nussbaum Gillis represented the plaintiff.

The Bankruptcy Court approved the settlement as part of the
Debtors' plan on Nov. 8, 2011.  However, the $155,000 settlement
amount was not fully nor timely paid on the "Effective Date" of
Nov. 23, 2011, but instead was rather paid in instalments due to
the Levines' attorney, Stanford E. Lerch, misappropriating all or
a portion of the $155,000 settlement trust to his own use.
Between Dec. 2, 2011 and March 23, 2013, Mr. Lerch was able to
make good on the entire misappropriation, and paid the full amount
to Nussbaum Gillis for Mr. Kaplan's benefit.

Nussbaum Gillis sought $30,748.50 in fees for time devoted to the
full collection of the $155,000, which spanned about four months.

"There is no question that legal remedial action had to be taken
by the NG&D firm, in the face of the Lerch defalcation. But the
legal response was required to be proportional to the misconduct,"
Judge Marlar said.  "In reviewing the four months of attorney
response to an immediately-admitted misconduct by Mr. Lerch, and
in view of Mr. Lerch's partial payments being made fairly quickly
and regularly, it would appear to this court that much of the time
and effort expended by NG&D was excessive and/or unnecessary, and
therefore unreasonable -- at least to some extent."

A copy of the Court's Jan. 31, 2013 Memorandum Decision is
available at http://is.gd/KVsyDofrom Leagle.com.

Alan B. Levine and Linda A. Levine filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-00481) in 2011.


ALLIANCE PLUMBING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Alliance Plumbing and Heating, Inc.
        2922 Cashion Place
        Oklahoma City, OK 73112

Bankruptcy Case No.: 13-10374

Chapter 11 Petition Date: February 1, 2013

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

Judge: T.M. Weaver

Debtor's Counsel: Gary D. Hammond, Esq.
                  MITCHELL & HAMMOND
                  512 NW 12th Street
                  Oklahoma City, OK 73103
                  Tel: (405) 216-0007
                  Fax: (405) 217-0707
                  E-mail: gary@okatty.com

Estimated Assets: $500,001 to $1,000,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Keith A. Trout, Jr., project manager.


ALPHA MEDICAL: Appeals Court Reinstates Interference Claim
----------------------------------------------------------
Gary Devoir brought suit against the Estate of Thomas A. Waltz,
Nell F. Waltz, and the Waltz Family Partnership.  In his second
amended complaint, Mr. Devoir alleged claims for fraud in the
inducement, intentional interference with contract, breach of
fiduciary duty, and implied contractual indemnity.  The court
sustained the Waltz Defendants' demurrer without leave to amend as
to the claims for intentional interference with contract and
breach of fiduciary duty.  The matter proceeded to trial, the jury
found in favor of the Waltz Defendants, and the court entered
judgment.

Mr. Devoir appealed, but during the appellate process, assigned
his rights in the matter to David Gaines.  Mr. Gaines contends the
court erred when it sustained the Waltz Defendants' demurrer as to
the intentional interference with contract claim.  Specifically,
he argues the claim was not barred by the statute of limitations.

In a Jan. 30, 2013 ruling, the Court of Appeals of California,
Fourth District, Division One, held that Mr. Devoir stated a valid
cause of action for interference with contract in the second
amended complaint.  Accordingly, the Appeals Court reversed.

Messrs. Devoir and Gaines were shareholders in Alpha Diagnostics
doing business as Active 1, Inc.  Nell Waltz was a general partner
in the Waltz Family Limited Partnership.  WFLP was a member of
Alpha Medical Center Partners, LLC.  Thomas Waltz, who was a
general partner, principal, and officer of WFLP, also served as a
managing member of AMC Partners.

Mr. Devoir alleges AMC Partners promised to offer a $150,000
payment to National Loan Investors to satisfy a debt of Active 1
and personally guaranteed by Messrs. Devoir and Gaines.  In
exchange for this payment, Mr. Devoir allowed AMC Partners to
acquire certain assets and leaseholds of Active 1.  This agreement
was memorialized in the first amendment to AMC Partners' operating
agreement.

Mr. Devoir allowed AMC Partners to acquire certain assets of
Active 1, but AMC Partners failed to make the $150,000 payment to
NLI.  Mr. Devoir became aware that AMC Partners did not intend to
make the payment as promised in summer 2005, "after [the Waltz
Defendants] failed to pay the NLI debt as demanded by [Devoir] in
writing in March, 2005 and after service of" a lawsuit filed by
NLI against Mr. Devoir in May 2005.

In the original complaint, Mr. Devoir alleged the Waltz Defendants
"breached their fiduciary duty to Plaintiff by causing AMC
Partners to preferentially pay the sum of $250,000 to California
Bank and Trust to retire the joint and several loan" of the Waltz
Defendants "ahead of the obligation owed by AMC Partners to
Plaintiff."  Based on this alleged breach of fiduciary duty, Mr.
Devoir sought actual and punitive damages.

Mr. Devoir alleged the Waltz Defendants were aware of his
agreement with AMC Partners.  Despite their knowledge, the Waltz
Defendants "intentionally interfered with AMC Partners'
contractual relationship with Devoir in May and June, 2005 when
(after consummation of the AMC Partners LLC sale of assets to
Sharp Health Plan and Grossmont Imaging), the W[altz] Defendants
converted AMC Partners['] funds by causing AMC Partners to make
multiple fraudulent conveyances via distributions and payments of
funds to or on behalf of LLC members, including themselves,
totaling over $300,000, for wholly inadequate consideration and
without receiving a reasonable equivalent value for such
distributions, and as a means to interfere with the contractual
rights of Devoir to payment of the NLI debt by AMC Partners."

Mr. Devoir also averred that Thomas admitted that none of these
payments were properly approved under AMC Partners' operating
agreement and that he made the sole decision to make the payments.
Devoir claimed he did not discover and could not reasonably
discover the illicit payments by the Waltz Defendants "until on or
after February 19, 2006, after AMC Partners . . . filed a Chapter
11 proceeding [in bankruptcy court] and disclosed pertinent
financial information which established both the wrongful
preferential payment" and AMC Partners' insolvency at the time the
payments were made.

During this litigation, Thomas passed away and claims related to
the lawsuit were filed against his estate.  The estate denied the
claims.

The case is, DAVID GAINES, as Assignee, etc., Plaintiff and
Appellant, v. ESTATE OF THOMAS A. WALTZ, et al., Defendants and
Respondents, No. D059686 (Calif. App. Ct.).  A copy of the Appeals
Court's Jan. 30, 2013 decision is available at http://is.gd/bSmjMs
from Leagle.com.


ALPINE PLAZA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Alpine Plaza LLC
        15 South Branford Road
        Wallingford, CT 06492

Bankruptcy Case No.: 13-30236

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Larry F. Ginsberg, Esq.
                  LAW OFFICES OF LARRY F. GINSBERG
                  706 Bedford Street
                  Stamford, CT 06901
                  Tel: (203) 323-2555
                  Fax: (203) 348-8092
                  E-mail: ginsberglegallfg@aol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ashok Trehan, member.


AMERICAN AIRLINES: Asks for Plan Filing Exclusivity Until April 15
------------------------------------------------------------------
AMR Corp. asks Judge Sean Lane the U.S. Bankruptcy Court for the
Southern District of New York for additional time to file a
Chapter 11 plan of reorganization and solicit votes for that plan.

In a motion jointly filed with the Official Committee of
Unsecured Creditors, AMR proposed to move the deadline for filing
the plan to April 15, and the deadline for soliciting votes from
creditors to June 17.

The extension bars creditors and other parties from filing rival
plans and maintains AMR's control over its restructuring.

The request comes as AMR and US Airways Group Inc. are nearing
completion of their joint exploration of a possible merger.

AMR's board, which still considers its own restructuring plan as
a viable one to revive the airline, has focused its efforts in
recent weeks on reaching a merger agreement.  Negotiations are
continuing and could still fall apart but progress has been made
toward getting a deal done, Reuters reported, citing people
familiar with the matter as its source.

US Airways' formal offer made in November proposed that
its shareholders own 30% of the equity and AMR creditors own 70%,
with the merged company run by US Airways' chief executive,
Doug Parker.

A combined company would give American Airlines the scale to
match bigger rivals that are upgrading service and expanding
international routes.  The merged company would have revenue of
$38.69 billion based on 2012 figures, in front of United
Continental which had revenue of $37.15 billion last year,
Reuters reported.

The new airline would have a solid presence on the important U.S.
East and West coasts and on North Atlantic routes, given American
Airlines' revenue-sharing joint venture with British Airways and
Iberia, according to the Reuters report.

                      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: Gets Court OK for $1.5BB in New Financing
------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan issued an order authorizing
AMR Corp. to obtain as much as $1.5 billion in financing.  The
bankruptcy court also authorized AMR to pay off $1.32 billion in
loans with the new $1.5 billion financing, which will be
implemented before the company emerges from bankruptcy protection.

The $1.32 billion loan, which is secured by Boeing planes, was
obtained through an enhanced equipment trust certificate financing
and a secured notes financing entered into by American Airlines
Inc., AMR's regional carrier, before its bankruptcy filing.

AMR was also authorized to pay off the pre-bankruptcy loan
without paying a so-called make-whole premium, according to the
bankruptcy court's order issued on February 1.

The court order does not bar U.S. Bank Trust N.A., the indenture
trustee for bondholders, from pursuing appeals from the
bankruptcy court's January 17 opinion or from making applications
to stay the effect of the February 1 order.  A copy of the order
is available at no charge at http://is.gd/M6uCpv

                      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: Files Papers in Pilots' Appeal
-------------------------------------------------
AMR Corp. filed court papers in connection with the appeals of
American Airlines pilots and the American Independent Cockpit
Alliance from a bankruptcy judge's order approving the airline's
new labor contract with pilots.

The company wants the U.S. District Court for the Southern
District of New York to review whether or not the bankruptcy
judge abused his discretion when he concluded that a settlement
between the airline and the Allied Pilots Association, which
resulted in the new deal, was in the best interest of the estate.

Judge James Peck of the U.S. Bankruptcy Court in Manhattan
approved last month a six-year labor contract between American
Airlines and the union, which represents more than 10,000 pilots
at the airline.

The pilots, who were hired by American Airlines prior to
November 1, 1983, appealed the decision.  The group criticized the
airline's refusal to exclude the grievances filed by pilot Larry
Scerba from the settlement.

Mr. Scerba filed the grievances in behalf of the group to
complain about American Airlines' alleged violation of an earlier
agreement that prohibits the airline from taking any action to
reduce the pay or the retirement benefits received by pilots.

                       Pilot Retirement Plan

AMR Corp. also filed court papers in connection with the appeal of
American Airlines pilots from a bankruptcy judge's order, which
authorized the company to amend the pilot retirement plan of its
regional carrier.

The company wants the U.S. District Court for the Southern
District of New York to review whether or not the bankruptcy
judge committed an error of law or an abuse of discretion in
issuing the order.

Last month, Judge Sean Lane of the U.S. Bankruptcy Court in
Manhattan authorized AMR to eliminate lump sum and installment
options provided under the retirement plan.

The pilots appealed the decision, citing an earlier agreement
which prohibits the airline from taking any action to reduce the
pay or the retirement benefits received by pilots.

The pilots are seeking to have their case heard by the U.S.
District Court for the Southern District of New York.  The group
is represented by New York-based law firm Seham Seham Meltz &
Petersen LLP.

                      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: Antitrust Plaintiff Offers "Cost-Savings"
------------------------------------------------------------
Linda Grant Williams, a plaintiff in an antitrust lawsuit brought
under New York's Donnelly Act against certain investment banks
alleging they entered into a market-wide conspiracy to prevent
the use of an innovative, cost-saving legal and financial
structure she developed for the issuance of airline special
facility revenue bonds, or ASFBs, sent a letter addressed to the
members of the Debtors' Official Committee of Unsecured
Creditors.

In her letter, Ms. Williams relates that AMR Corp. is the obligor
on hundreds of millions of dollars in ASFBs.  She contends that
AMR could save hundreds of millions of dollars in interest costs
if her financial structure were used to refinance those bonds.
She argues that those savings could dramatically reduce the
amount of other cost savings that AMR claims it must extract from
many of the airline's existing unsecured creditor in order to
successfully emerge from its current bankruptcy proceedings.

Ms. Williams asserts that her primary claim under the Donnelly
Act is for the damages she suffered personally as a result of
being unable to license her ASFB structure, which is covered by
several United States patents, to airlines that utilize ASFBs to
finance airport terminal construction or renovation.  She notes
that it has always been her intent to charge reasonable license
fees that are much lower than the cost of other forms of
comparable credit enhancement.

                      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 ).


AMPAL-AMERICAN: Feb. 21 Hearing on Committee Plan Outline
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 21, 2013, at 10 a.m., to consider
approval of the disclosure statement relating to the First Amended
Plan of Reorganization for Ampal-American Israel Corporation as
proposed by the Official Committee of Unsecured Creditors.

Objections, if any, to the adequacy of the information in the
Disclosure Statement are due Feb. 12, 2013.

As reported in the TCR on Jan. 18, 2013, the Creditors Committee
has filed a reorganization plan that provides for these terms:

    * Distributions to holders of Allowed General Unsecured Claims
      against the Debtor's Estate in satisfaction of each such
      holder's claim will be the pro rata share of either

       (i) 100% of the preferred stock of the Reorganized Debtor
           or

      (ii) cash payment if the "equity buyout option" is
           exercised.

    * There will be no distribution to intercompany claims,
      however, the Reorganized Debtor will have the right to
      adjust, reinstate, cancel, extinguish, or pay such claims.

    * Holders of equity interests will retain their shares of
      Class A Stock, now in the Reorganized Debtor; moreover, such
      holders will have the right to exercise the equity buyout
      option by making a cash investment in the Debtor in the
      amount equal to 75% of the sum of (i) the net allowed
      general unsecured claims amount and (ii) the total amount of
      all scheduled and filed Claims against the Debtor that have
      not been allowed (excluding Claims that have been disallowed
      by a final order), in which case the holders of general
      unsecured claims, instead of receiving preferred stock, will
      instead receive their pro rata share of the cash payment.

A copy of the Committee's Disclosure Statement is available for
free at http://bankrupt.com/misc/AMPAL_AMERICAN_ds_amended.pdf

                        About Ampal-American

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

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

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

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.


ARLINGTON CLASSICS: S&P Gives Positive Outlook, Affirms BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB' long-term rating on Arlington
Higher Education Finance Corp., Texas' series 2010A education
revenue bonds, series 2010B education revenue and refunding
bonds, and series 2010C taxable education revenue bonds issued for
Arlington Classics Academy (ACA).

"The positive outlook reflects our assessment of ACA's improved
operating performance and liquidity during fiscal 2012," said
Standard & Poor's credit analyst Andrew Fong.  "The revised
outlook also reflects our view of ACA's management and policy
changes that have resulted in clearer reporting lines and more
formalized policies to ensure budget overruns do not occur in the
future," Mr. Fong added.

Arlington Classics Academy operates two campuses: Arkansas Lane
Campus, which serves students from kindergarten through second
grade, and Bowen Road Campus, which serves students from third
through eighth grades just outside of Arlington, Texas.


ATARI INC: CEO's Group & Alden Global Buy Out BlueBay Funds
-----------------------------------------------------------
Paris, France-based Atari SA has been informed by its main
shareholder and sole lender, The BlueBay Value Recovery (Master)
Fund Limited, and The BlueBay Multi-Strategy (Master) Fund Limited
-- which together hold c. 29% of the shares and voting rights in
the Company on a non-diluted basis and c. 63% on a fully diluted
basis -- that BlueBay has agreed to enter into a binding agreement
for the acquisition of all of BlueBay's interests in the Atari
group presented by Ker Ventures LLC, a holding company ultimately
controlled by Mr. Frederic Chesnais, a long-time videogame
professional and former CEO of Atari Interactive, Inc., and Alden
Global Capital on behalf of Alden Global Value Recovery Master
Fund, L.P.

With the filing for Chapter 11 of its US operations on Jan. 21,
2013, and the filing for bankruptcy (liquidation judiciaire avec
poursuite d'activite) of Eden Games SARL, its French subsidiary,
on Jan. 29, 2013, Atari said it sees an opportunity to protect its
business and welcomes the Offer.

                     Ker Ventures Transaction

Ker Ventures, or any affiliates, will acquire from BlueBay
7,451,122 ordinary Atari shares and 291,600 New ORANEs 2009
(giving access to 5,528,736 ordinary Atari shares). At closing,
Ker Ventures will hold 7,451,122 ordinary Atari shares
representing 25.23% of Atari's share capital and voting rights on
a non-diluted basis, and potentially, with the New ORANEs 2009,
18.96% on a fully diluted basis.

The aggregate consideration to be paid by Ker Ventures for such
securities is EUR 400.

Ker Ventures also agreed, following completion of the transaction,
to postpone the payment of any interest payable under the 291,600
New ORANEs 2009 to be purchased from BlueBay until the earlier of
September 30, 2013 and a period expiring 30 days after the expiry
of the US Proceeding.

Given the urgency of the situation, Ker Ventures agreed to grant a
EUR 250,000 short term cash financing to Atari SA, without waiting
for the completion of the transaction.

                      Alden Fund Transaction

The Alden Fund will acquire:

      (i) the Senior Loan of c. EUR 21 million and the related
security package, pursuant to a transfer of the credit facility
agreement entered into between The BlueBay Value Recovery (Master)
Fund Limited, Atari Europe SAS and the Company.  To financially
express Ker Ventures' commitment to the recovery of the Atari
Group, Ker Ventures also committed to provide a minority
investment for the purchase of the Credit Facility and the related
security package, in exchange for a minority beneficial interest
in such Credit Facility.

     (ii) the remaining mandatory convertible debt instruments
held by BlueBay, being 342,095 ORANEs 2009 (giving access to
10,019,963 ordinary Atari shares), 152,636 ORANEs 2010 (giving
access to 4,028,064 shares), and 795,023 New ORANEs 2009 (giving
access to 15,073,636 ordinary Atari shares), as well as a residual
direct equity stake in Atari (the remaining 1,165,176 ordinary
Atari shares held by BlueBay), representing 3.95% of Atari's share
capital and voting rights on a non-diluted basis, and potentially,
with the ORANEs 2009, New ORANEs 2009 and ORANEs 2010, 44.2% on a
fully diluted basis.

                      Alden Replaces DIP Lender

In the context of the Chapter 11 proceedings opened in the United
States, the Alden Fund has made available to the Atari group's US
subsidiaries -- Atari Inc., Atari Interactive Inc., California US
Holding, Inc. and Humongous, Inc. -- a debtor in possession cash
financing of USD 5 million in favorable terms given such
subsidiaries' financial situation, which replaced the DIP
financing previously made available by another lender to the Atari
group's US subsidiaries as announced on Jan. 21, 2013.

The US Bankruptcy court approved this financing in a signed order
dated Jan. 25, 2013.  As part of the DIP cash financing, the Alden
Fund made an initial USD 2 million loan to the Atari group's US
subsidiaries.  The remaining USD 3 million will be available to
such subsidiaries upon the satisfaction of additional conditions,
including the entry of a final order at a court hearing to be held
on Feb. 14, 2013.

                      Loan Maturity Extended

Following completion of the transaction, the Alden Fund has
already agreed to support the Company by extending the maturity of
the Credit Facility Agreement and to forbear from requesting
interest payments at this point until July 25, 2013, which is also
the maturity date of the DIP financing.  It is believed that, by
then, the outcome of the Chapter 11 proceedings will be known.

The Alden Fund also agreed to postpone the payment of any interest
payable under the 342,095 ORANEs 2009, the 795,023 New ORANEs
2009, and the 152,636 ORANEs 2010 until the earlier of September
30, 2013 and a period expiring 30 days after the expiry of the US
Proceeding.

Alden Global Capital, on behalf of the Alden Fund, indicated that
it only intends to act as a financing party in this transaction
and does not intend to participate in the board and/or the
management of the Atari group. Furthermore, Alden Global Capital
said that, although it reserves its lender's rights to act as it
best sees fit to protect its investment, it intends to be
supportive of the actions the Company takes to maximize value
during the course of the various proceedings. However, given that
neither the Alden Fund nor Alden Global Capital has any control
over the bankruptcy proceeding, there is no guarantee as to the
Company's future prospects.

The execution of the final binding documentation for the purposes
of this transaction took place Feb. 5, 2013, and the closing of
the transfer of the BlueBay's interests is expected to take place
within a few days after.

There is no shareholders agreement nor voting undertaking between
Ker Ventures and the Alden Fund, which have declared not to be
acting in concert vis-a-vis Atari and their respective investments
described above. Each of Ker Ventures and the Alden Fund will
remain fully free to determine how to vote in the shareholders
meeting of the Company, as well as how and when to dispose of its
interests in the Company.

The completion of the transaction contemplated in the Offer will
not trigger any obligation on Ker Ventures and/or on the Alden
Fund to file a mandatory public offer pursuant to applicable laws
and regulations.

The Board of the Company met Friday, Feb. 1, 2013, to review the
developments, and approve these proposals and this course of
action (during which The BlueBay Value Recovery (Master) Fund
Limited, being a director of the Company, was excused from
participating in such deliberations and approval in accordance
with the Board's procedures for the management of conflicts of
interest).  It took note of the terms and conditions of the Offer
and of Ker Ventures' intention to provide its expertise to support
the development of the Atari group. Accordingly, the Board
approved and welcomed the proposed acquisition of BlueBay's
interests in Atari by Ker Ventures and the Alden Fund, as well as
the favorable DIP financing made available by the Alden Fund in
the US bankruptcy proceedings.

                           Board Shuffle

The Board also took note of the resignation of The BlueBay Value
Recovery (Master) Fund Limited, represented by Mr. Gene Davis,
from its position as director and thanked BlueBay for the support
provided to the Company during BlueBay's period of investment. Mr.
Jim Wilson, who was named CEO of Atari SA following BlueBay's
announcement of its intention to sell its shares in 2010, has
presented his resignation as CEO and director of Atari SA. Mr.
Wilson will continue in his role as CEO of Atari, Inc., a position
that he has also held since 2008, in order to focus his activity
on the Chapter 11 proceedings in the US and running the day-to-day
business. The Board thanks Mr. Wilson for his role in identifying
an investor to replace BlueBay over the last two years, the
transformation of the business to digital and mobile games and
licensing, two years of positive current operating income as at
March 31, 2012 and staying at the helm of the Company during the
most recent challenging times.

The Board resolved to appoint by cooptation Mr. Frederic Chesnais
and Mr. Erik Euvrard (independent member) as new directors of the
Company. The Board also resolved to appoint Mr. Frederic Chesnais
to the position of CEO of Atari SA. Mr. Frederic Chesnais has
accepted this position for a nominal compensation of EUR 1,000
monthly payable at the termination of the US bankruptcy procedure.

Upon closing of the transaction which results in Ker Ventures
holding 25.23% of the Company's share capital, the Board has
resolved to elect Mr. Chesnais as Chairman. Following this
appointment and the closing of the transaction, the Board shall be
composed Frederic Chesnais (Chairman and CEO), Frank E. Dangeard
(independent director, Chair of the Audit committee), Erik Euvrard
(independent director), Alexandra Fichelson and Tom Virden
(independent director, Chair of the Nomination and Remuneration
Committee).

Going forward, the Board and the management will review the
situation of the Atari group in more detail, assess and seek to
obtain the financing needed for ongoing operations and work
closely with the Atari group's US subsidiaries in reviewing the
options available to them under the pending Chapter 11
proceedings. The management will keep the markets regularly
informed of the changes in the Company's situation and of major
decisions taken.

Since most of the employees and valuable assets are located in the
United States, the outcome of the US bankruptcy procedure will be
of particular importance to the Company.  Management expects to
have a better appreciation of the outcome of this proceeding
within the next 6 months and before the maturity date of the DIP
financing on July 25, 2013.

             Safeguard Proceedings in France Withdrawn

On the basis of the extension of the maturity of the Credit
Facility, and the waiver of any events of default resulting from
the opening of the US Chapter 11 proceedings, Atari SA and Atari
Europe SAS have decided to withdraw their requests for the opening
of a safeguard in France.

Given the short timing of these events, in light of the limited
resources available, the Company was unable to continue to support
its French subsidiary, Eden Games SARL.  The Board took note that
the manager (gerant) of Eden Games SARL filed for receivership and
the Commercial Court of Lyon initiated a bankruptcy on Jan. 29,
2013 (liquidation judiciaire avec poursuite d'activite). In
France, Atari SA has now 4 employees and Eden Games, 19 employees.
Despite these developments, the Company remains in a difficult
position. No assurances can be made at this point regarding any
potential recoveries to the existing shareholders.

"Despite the entry of new shareholders and financial support, the
Company finds itself in a delicate and complex situation. But when
I heard about the news, I did not hesitate a second," indicated
Frederic Chesnais.  "I made this move because I love the team, I
know about games, I love the brand and in the past we have all
spent nights and days to make it shine. We will work as hard as we
can to review each option available and seek to obtain, going
forward, the financing needed for Atari S.A. and for the Atari
Group in the current circumstances. I am just given a few weeks to
put the Company back on track and I have to give it a try."

The Company intends to resume the flotation of all Company's
listed securities after the publication of its revenues for the
quarter ended Dec. 31, 2012 and after the first hearings of the US
proceedings, which will be decisive for the perspective of the
group, in order to previously provide the shareholders with the
most accurate information.  The resumption of the flotation may
take place within a 4 to 6-week period, with a 48-hour prior
announcement.

             About Ker Ventures and Frederic Chesnais

Ker Ventures is an affiliate of Ker Ventures, LLC, a limited
liability company organized under the laws of the State of
Delaware, ultimately controlled by Frederic Chesnais.  Frederic
Chesnais has a very long background in the videogame industry. He
was the Chief Executive Officer of Atari Interactive, as well as
the Chief Financial Officer and Deputy-Operating Officer for the
Atari Group. In that capacity, he has participated in the creation
and launch of many games.

The strategy of Ker Ventures, his personal holding, is to
facilitate the creation and promotion of any form of interactive
entertainment. Through Ker Ventures, Frederic Chesnais has been
the primary investor and executive producer of many entertainment
projects.

Atari's Investor relations may be reached at:

          Calyptus - Marie Ein
          Tel + 33 1 53 65 68 68
          e-mail: atari@calyptus.net

Atari's Media relations may be reached at:

          FTI ? Guillaume Granier / Nicolas Jehly
          Tel : + 33 1 47 03 68 10
          E-mail: guillaume.granier@fticonsulting.com
                  nicolas.jehly@fticonsulting.com

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their respective Chapter 11 cases.  BMC Group is the claims and
notice agent.  Protiviti Inc. is the financial advisor.

Attorneys for (i) Alden Global Distressed Opportunities Master
Fund, L.P., (ii) Alden Global Value Recovery Master Fund, L.P.,
and (iii) Turnpike Limited, are:

          Robert G. Burns, Esq.
          Andrew J. Schoulder, Esq.
          Kurt A. Mayr II, Esq.
          BRACEWELL & GIULIANI LLP
          1251 Avenue of the Americas, 49th Fl.
          Telephone:(212) 508-6100
          E-mail: Robert.Burns@bgllp.com
                  Andrew.Schoulder@bgllp.com
                  Kurt.Mayr@bgllp.com


ATP OIL: Court Approves Feb. 26 Auction for Shelf Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved a Feb. 26 auction for substantially all of ATP Oil & Gas
Corporation's shelf property assets.  The Debtor has not selected
a stalking horse bidder but reserves the right to do so pursuant
to the Court-approved bidding procedures.

The shelf assets consist of the Debtor's leasehold and other
interests in 18 blocks located offshore of Texas and Louisiana on
the Outer Continental Shelf in the Gulf of Mexico, well as
related assets, including, but not limited to, various production
facilities, pipelines, machinery and production equipment
appurtenant to or used in connection with these operations.

The Court approved Feb. 26, auction for the assets at the office
of Mayer Brown, LLP, 700 Louisiana Street, Suite 3400, in Houston,
Texas.  Competing bids are due Feb. 19, at 12 p.m.

The Court will consider the sale of the assets to the winning
bidder, if any at a hearing commencing on Feb. 28.  Objections, if
any, are due 4 p.m. on Feb. 19.

Bids must be submitted by Feb. 19, at 12 p.m., to the:

   i) investment banker for the Debtor:

         Jefferies & Company, Inc.
         300 Crescent Court, Suite 500
         Dallas, TX 75201
         Attn: Stephen Straty (sstraty@jefferies.com)

  ii) counsel for the Debtor:

         Mayer Brown LLP
         700 Louisiana Street, Suite 3400
         Houston, TX 77002
         Attn: Charles S. Kelley (CKelley@mayerbrown.com) and
         Robert F. Gray (RGray@mayerbrown.com)

Pursuant to the bidding procedures, if the Debtor does not receive
any qualified bids, the auction will be canceled and the Debtor
will report the same to the Court.

If one or more stalking horse bidders are chosen, upon the
consummation of a sale of the relevant shelf assets to any party
other than the stalking horse bidder with respect thereto, the
Debtor will be permitted to pay to the stalking horse bidder from
the proceeds of such sale (a) 3% of the total consideration set
forth in the stalking horse agreement as a breakup fee and (b) up
to 1.5% of the total consideration set forth in the stalking horse
agreement.

The Debtor has not selected a stalking horse bidder yet, but the
Debtor, with the consent of the DIP Lenders, and in consultation
with counsel to the Creditors' Committee, the Equity Committee,
the Prepetition Second Lien Trustee and Ad Hoc Committee of Second
Lien Notes, may select one or more stalking horse bidder(s) prior
to the bid deadline by executing a stalking horse agreement.

A copy of the bidding procedures is available for free at
http://bankrupt.com/misc/ATPOIL_biddingprocedures.pdf

                           About ATP Oil

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

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

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

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

Judy A. Robbins, U.S. Trustee for Region 7, appointed seven
persons to serve in the Official Committee of Equity Security
Owners.


AVATAR ENERGY: Receives Receivership Order; Directors Step Down
---------------------------------------------------------------
Avatar Energy Ltd. on Feb. 4 disclosed that it has received a
Notice of Intention to Enforce Security from its bank lender and,
in connection therewith, that it has consented to the appointment
by the lender of Ernst & Young Inc. as the receiver and manager of
the Corporation's property.  As a result of the current financial
position of the Corporation and current economic circumstances,
and following a thorough review of strategic alternatives
available to the Corporation, the Corporation has determined that
it is in the best interests of the Corporation and its
stakeholders to approve the receivership.  The Corporation's
assets may not be sufficient to satisfy the indebtedness owing
under its credit facilities to its bank lender or, if sufficient,
may not be sufficient to satisfy the Corporation's other
liabilities.

In connection with the receivership order, the directors of the
Corporation have resigned from their positions with the
Corporation.  The TSX Venture Exchange has been notified of these
developments and it is expected that the Corporation's shares will
be suspended or delisted from trading in due course.

Avatar Energy Ltd. is an emerging junior oil and gas company with
production in Alberta, Canada.


AVISTAR COMMUNICATIONS: Deregisters All Unsold Shares Under Plans
-----------------------------------------------------------------
Avistar Communications Corporation has elected to voluntarily
deregister all of the shares of common stock of the Company which
are authorized for sale under these registration statements but
which remain unsold:

   * Form S-8 (File No. 333-115755) registering ertain shares of
     the Company's common stock issuable under the Company's 2000
     Stock Option Plan and 2000 Director Option Plan.

   * Form S-8 (File No. 333-63914) registering certain shares of
     the Company's common stock issuable under the Company's 2000
     Director Option Plan.

   * Form S-8 (File No. 333-167863) registering certain shares of
     the Company's common stock issuable under the Company's 2010
     Employee Stock Purchase Plan.

   * Form S-8 (File No. 333-163574) registering certain shares of
     the Company's common stock issuable under the Company's 2009
     Equity Incentive Plan.

   * Form S-8 (File No. 333-43944) registering certain shares of
     the Company's common stock issuable under the Company's 1997
     Stock Option Plan, as amended, 2000 Stock Option Plan, 2000
     Director Option Plan and 2000 Employee Stock Purchase Plan.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported a net loss of $6.43 million in 2011, compared
with net income of $4.45 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.25 million in total assets, $17.31 million in total liabilities
and a $14.05 million total stockholders' deficit.


BADGER LIGHTING: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Badger Lighting & Signs, Inc.
        19355 Janacek Court
        Brookfield, WI 53045

Bankruptcy Case No.: 13-21226

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Laura D. Steele, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: lsteele@kerkmandunn.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 19 largest unsecured creditors
is available for free at http://bankrupt.com/misc/wieb13-21226.pdf

The petition was signed by Susie Beard, president.


BAKERCORP INTERNATIONAL: S&P Rates $429.1MM Secured Loans 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to BakerCorp International Inc.'s $384.1 million senior
secured replacement term facility maturing in 2020 and $45 million
senior secured revolving credit facility due 2018.  The recovery
rating is '3', indicating meaningful (50%-70%) recovery in the
event of a payment default.  These facilities amend and extend the
existing loans by extending the maturity and resetting the
interest rate.

The ratings on privately owned BakerCorp International Inc. and
its Seal Beach, Calif.-based operating subsidiary BakerCorp
reflect its "highly leveraged" financial risk profile, given the
company's leveraged buyout, and its "weak" business risk profile
as Standard & Poor's criteria define these terms.  BakerCorp and
its subsidiaries operate in the highly fragmented and competitive
industrial tank rental market.

Offsetting the financial risk and competitive concerns somewhat is
BakerCorp's good market position.  S&P expects the company to
maintain "adequate" liquidity.  S&P views management and
governance as "fair" as S&P's criteria defines this term.
Although the company's ownership by a private equity sponsor
presents inherent risk, S&P don't expect the company to make any
large acquisitions or pay a dividend that would further leverage
its balance sheet this year.  The outlook is stable.

BakerCorp is an equipment rental company that mainly offers steel
and polyethylene temporary storage tanks, roll-off containers, and
pumps.  Customers use its products to store water, chemicals, and
waste streams; pump groundwater and other fluids; and separate
various solids from liquids.  BakerCorp's revenues were
approximately $315 million in the 12 months ended Oct. 31, 2012,
an increase of 6% during the period. (Its fiscal year ends on
Jan. 31.)

BakerCorp primarily operates in the U.S. Customer demand has
increased primarily from domestic oil and gas markets, which
account for about 30% of total revenues.  Regulation and
maintenance propel the company's underlying growth.  Customers'
required maintenance work accounts for another large portion of
revenues (about 40%).  Baker has low customer concentration.  Its
largest customer accounts for only about 4% of revenues, and its
top 10 customers for roughly 25%.  Its largest end market, oil and
gas, is experiencing price increases.  As demand for oil
increases, traditional well reserves decrease.  This causes oil
and gas companies to expand to new shale regions, requiring more
intensive uses for BakerCorp's equipment, especially for hydraulic
fracturing ("fracking") operations.

RATINGS LIST

BakerCorp
Corporate Credit Rating                     B/Stable/--

New Ratings

BakerCorp International Inc.
Senior secured
  $384.1 mil. sr sec term loan due 2020      B
   Recovery Rating                           3
  $45 mil. rev credit fac due 2018           B
   Recovery Rating                           3


BEALL CORP: Wabash Completes Acquisition of Certain Assets
----------------------------------------------------------
Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of the tank and trailer business of
Beall for $15 million.  The Beall purchased assets, including the
Beall brand, are a strong fit within the Diversified Products
segment and are expected to provide growth opportunities via new
products, new markets and geographic expansion.

                     About Beall Corporation

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

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

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


BELLS BICYCLES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bells Bicycles and Repair, Inc.
        aka Bell's Bicycles and Repair, Inc.
        2310 N.E. 192nd Street
        Miami, FL 33180

Bankruptcy Case No.: 13-12496

Chapter 11 Petition Date: February 1, 2013

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

Judge: Robert A. Mark

Debtor's Counsel: Paul L. Orshan, Esq.
                  150 Alhambra Circle #1150
                  Coral Gables, FL 33134
                  Tel: (305) 858-0220
                  Fax: (305) 402-0777
                  E-mail: paul@orshanpa.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-12496.pdf

The petition was signed by James R. Bell, president.


BERRY PLASTICS: Incurs $10-Mil. Net Loss in Dec. 29 Quarter
-----------------------------------------------------------
Berry Plastics Group, Inc., reported a net loss of $10 million on
$1.07 billion of net sales for the quarterly period ended Dec. 29,
2012, compared with a net loss of $31 million on $1.13 billion of
net sales for the quarterly period ended Dec. 31, 2011.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million stockholders' deficit.

"Berry achieved an Operating EBITDA record for any December
quarter, despite the continuation of challenges related to the
overall state of the economy," said Jon Rich, Chairman and CEO of
Berry Plastics.  "The year-over-year improvements for the December
quarter were achieved primarily through manufacturing
improvements, aggressive cost reduction actions taken throughout
2012 and also in the current quarter, sourcing savings, and
pricing actions taken to capture the value of our products."

"For our March 2013 quarter, we anticipate a modest improvement in
Operating EBITDA versus the prior year assuming that volumes
improve in line with GDP forecasts.  We remain on track to achieve
our financial performance goals for 2013.  As we move forward,
Berry will remain focused on innovation, productivity, free cash
flow generation, and further reduction of our debt," said Mr.
Rich.

A copy of the press release is available at http://is.gd/5IFwAU

                 Unit Intends to Borrow $1.4-Bil.

Berry Plastics' subsidiary, Berry Plastics Corporation has
determined that it intends to obtain commitments for $1.4 billion
of first lien senior secured term loans (rather than $1.0 billion,
as previously announced), to be structured as an incremental
facility under Berry's existing term loan credit agreement.  Berry
intends to use the net proceeds from the borrowing of the New
Loans to redeem all of its outstanding 8 1/4% First Priority
Senior Secured Notes due 2015, Second Priority Senior Secured
Floating Rate Notes due 2014, First Priority Senior Secured
Floating Rate Notes due 2015 and 10 1/4% Senior Subordinated Notes
due 2016.  Berry is in discussion with lenders regarding the New
Loans; however, there can be no assurance that Berry will obtain
the commitments in the time frame or on the terms it expects, or
at all or that the Redemption will occur.  The Redemption will be
made, if at all, pursuant to the redemption terms and notice
provisions of the applicable indentures.

                        About Berry Plastics

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

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

                           *     *     *

As reported by the TCR on Feb. 1, 2012, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

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

BIG M: US Trustee Names Seven-Member Creditor's Committee
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors in the Chapter 11 case of Big M Inc.

The members of the Committee are:

1) Kevin Ritter, Chairperson
   The CIT Group/Commercial Services Inc.
   11 West 42nd Street
   New York, NY 10036
   Tel: 212-461-5447
   Fax: 212-461-5420

2) Harold Harris
   Levin Management Corporation
   975 US Highway 22 West
   North Plainfield, NJ 07060
   Tel: 980-226-5275
   Fax: 908-755-8103

3) Roberts Masters
   Acadia Marcus Avenue LLC
   1311 Mamaroneck Avenue, Suite 260
   White Plains, NY 10605
   Tel: 914-288-8139
   Fax: 914-288-2139

4) Alfred Polizotto
   Alva Partnership
   6911 18th Avenue
   Brooklyn, NY 11204
   Tel: 718-232-1250
   Fax: 718-256-0966

5) Jason Wilkerson
   Kellwood Co. dba XOXO, My Michelle, and ENC
   600 Kellwood Pkwy.
   Chesterfield, MO 63017
   Tel: 314-576-3120
   Fax: 866-722-4623

6) Elliot Terzi
   Poof Apparel
   1407 Broadway, #900
   New York, NY 10018
   Tel: 212-869-0700
   Fax: 212-869-0701

7) Robert A. Andino
   Hana Financial Inc.
   1410 Broadway, Suite 1102
   New York, NY 10018
   Tel: 212-869-2705
   Fax: 212-869-2449

                            About Big M

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

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

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

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


BIG RIVERS: S&P Lowers Rating on $83.3MM Bonds to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services has lowered to 'BB-' from
'BBB-' its rating on Big Rivers Electric Corp., Ky., (BREC) and
Ohio County, Ky.'s $83.3 million pollution control refunding
revenue bonds, series 2010A (Big Rivers Electric Corp. Project)
issued for Big Rivers' benefit.  The outlook is negative.

"The downgrade reflects our assessments of the issuer's
obligations' heightened vulnerability to nonpayment after
developments that we view as eroding the strength and stability of
the utility's revenue stream," said Standard & Poor's credit
analyst David Bodek.

In August 2012, BREC's leading customer issued a 12-month notice
to terminate its contract.  The notice covers Century Aluminum
Co.'s Hawesville, Ky., smelter. Century accounted for 36% of
BREC's 2012 operating revenues.

After the utility filed a rate case with the Kentucky Public
Service Commission (KPSC) Jan. 15, 2013, and requested rate relief
that would, among other things, reallocate costs borne by Century
to its remaining customers, a second smelter, Rio Tinto Alcan Inc.
(Alcan), issued a 12-month notice to terminate its power contract
with BREC.  Alcan's Jan. 31, is effective January 2014.  The
notice covers the company's Sebree smelter, which accounted for
28% of BREC's 2012 operating revenues.  BREC's rate filing
proposed raising Alcan's rates 16%.

S&P believes that losing these two loads will deprive the utility
of the substantial anchors that have supported much of its fixed
costs.  Moreover, S&P views the extent to which the KPSC will
approve reallocating costs to remaining customers as uncertain.

Henderson, Ky.-based Big Rivers is a generation and transmission
cooperative that produces and procures electricity for sale to
three distribution cooperative members and their 112,900 retail
customers.

"The negative outlook reflects our view that the largest
customers' termination notices could degrade BREC's financial
performance and credit quality during our one-year outlook
horizon.  We believe there is significant uncertainty vis-a-vis
the extent and timeliness of rate relief, particularly as
substantial blocks of fixed costs need to be reallocated.  We will
monitor the progress of the rate case to assess whether further
rating action is appropriate.  We believe the customers' notice
could expose the utility to the vicissitudes of merchant markets
and creates the potential for substantial cost shifting to
remaining customers, who might resist such efforts or find
that reallocated costs are too onerous to absorb.  If these risks,
whether in isolation or combination, weaken BREC's business risk
profile and erode financial metrics, including the strong debt
service coverage that compensated for business risks in recent
years, we could further lower the ratings.  We do not expect to
raise the ratings during our outlook period," S&P said.


BIG SANDY: Court OKs Sale of Mile High Banks to Strategic Growth
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Big Sandy Holding Co., to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
its wholly owned bank subsidiary, Mile High Banks -- to Strategic
Growth Bancorp Incorporated, as the successful bidder.

The total consideration includes $5,500,000 (payable via (a)
offsetting all amounts outstanding under the DIP Loan Agreement on
the closing date, (b) $3,000,000 to the broker and (c) the
remaining amounts to the Debtor), the allocation of the tax
refund, the assumption of the assumed contract liabilities and the
recapitalization of the Bank.

According to the order, Mile High Banks provided the highest or
otherwise best offer for the shares and the other purchased
assets.

The Court-approved bidding procedures allowed other parties to
participate in an auction set for Nov. 29, 2012.  Mile High signed
a contract to buy the assets for $5.5 million, absent higher and
better offers.  Interested parties were required to submit
preliminary bids of at least $6.75 million in order to be able to
participate at the auction.

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
a an official committee of unsecured creditors in the Debtor's
case.


BIG SKY: U.S. Court Recognizes BIA Proceeding in Canada
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa
entered an order recognizing the insolvency proceedings of Big Sky
Farms Inc. before the Court of Queen's Bench for Saskatchewan,
Judicial Centre of Saskatoon under the Bankruptcy Insolvency Act
as the "foreign main proceeding."

The petitioner under the Chapter 15 case is Ernst & Young Inc.,
which was appointed by the Canadian Court as receiver in the
Canadian Proceeding.  The receiver is a duly appointed and
authorized person and "foreign representative" of Big Sky within
the meaning of Section 101(24) of the Bankruptcy Code.

The Chapter 15 case arises out of an application of The Bank of
Nova Scotia, as agent for itself, Bank of Montreal, National Bank
of Canada, and Farm Credit Corporation, the consent of Big Sky,
and the consent of Ernst & Young Inc.

The U.S. Court ordered that in order to provide adequate
protection of the interests of all feed suppliers, contract
growers and other creditors who claim to have perfected liens in
the pigs, the receiver will continue with the feeding out and
delivery to slaughter of all of the remaining pig inventory of Big
Sky in Iowa and elsewhere in the United States.  The receiver must
deposit the net proceeds from the sale of the pigs in the United
States into one or more post-receivership accounts designated for
U.S. operations.

E&Y will continue to deposit all of the net proceeds from the sale
of the U.S. Pigs in the U.S. accounts until the total balance
accumulates to $1,500,000.

                        About Big Sky Farms

Big Sky Farms Inc., Canada's second-biggest hog producer, filed a
voluntary petition (Bankr. N.D. Iowa Case No. 12-01711) for relief
and recognition of foreign proceeding under Chapter 15 of the
United States Bankruptcy Code on Sept. 12, 2012.  Big Sky Farms
owns hogs located in facilities in the United States and in the
Northern District of Iowa.

Big Sky Farms is the subject of receivership proceedings in the
Court of Queen's Bench for Saskatchewan, Judicial Centre of
Saskatoon under the Bankruptcy Insolvency Act.  Ernst & Young is
Big Sky Farms' receiver in the Canadian proceeding.  The Bank of
Nova Scotia, as agent for lenders of Big Sky, sought the
receivership.

Bankruptcy Judge Thad J. Collins presides over the Chapter 15
case.  Julie Johnson McLean, Esq., at Davis, Brown, Koehn, Shors &
Roberts, P.C., represents Kevin Blair Brennan, Senior VP at Ernst
& Young, the receiver.

The Chapter 15 petition filed in Cedar Rapids, Iowa, estimated
US$50 million to US$100 million in assets and liabilities.


BLUEGREEN CORP: Further Amends Schedule 13E-3 with SEC
------------------------------------------------------
Bluegreen Corporation filed an amendment no. 2 to Rule 13e-3
Transaction Statement on Schedule 13E-3 with the Securities and
Exchange Commission in connection with the Agreement and Plan of
Merger with BFC Financial Corporation, Woodbridge Holdings, LLC,
and BXG Florida Corporation, a wholly owned subsidiary of
Woodbridge ("Merger Sub").

Pursuant to the Merger Agreement, Woodbridge will acquire
Bluegreen through the merger of Merger Sub with and into
Bluegreen, with Bluegreen continuing as the surviving corporation
of the Merger and a wholly owned subsidiary of Woodbridge.  If the
merger is completed, each share of Bluegreen's common stock, par
value $0.01 per share, will be cancelled and converted
automatically into the right to receive $10.00 in cash, without
interest and less any applicable withholding taxes.  No
consideration will be paid in the Merger in exchange for shares of
Bluegreen common stock owned by BFC, Woodbridge or Merger Sub.
Under the Merger Agreement, each option to acquire shares of
Bluegreen common stock that is outstanding at the effective time
of the Merger, whether vested or unvested, will be canceled in
exchange for the holder's right to receive the excess, if any, of
the $10.00 Per Share Merger Consideration over the exercise price
per share of the option, without interest and less any applicable
withholding taxes.  No consideration will be paid in respect of
any stock options with exercise prices equal to or greater than
$10.00.

In addition, under the Merger Agreement, each Bluegreen restricted
stock award outstanding at the effective time of the Merger,
whether vested or unvested, will convert into the right to
receive, with respect to each share of Bluegreen common stock then
subject to the award, the $10.00 Per Share Merger Consideration,
without interest and less any applicable withholding taxes.

BFC, through Woodbridge, currently owns approximately 54% of the
outstanding shares of Bluegreen common stock.  BFC also directly
owns shares of BBX Capital's Class A Common Stock and Class B
Common Stock representing approximately 73% of the total voting
power of that stock and 49% of the total outstanding shares of
that stock.  BFC may be deemed to be controlled by its Chairman,
Chief Executive Officer and President, Alan B. Levan, and its Vice
Chairman, John E. Abdo, who collectively hold shares of BFC's
Class A Common Stock and Class B Common Stock representing
approximately 71% of the total voting power of that stock.

A copy of the amended Schedule is avialable at:

                        http://is.gd/URwcy1

Concurrently with the filing of the amendment, Bluegreen filed
with the SEC a revised preliminary proxy statement on Schedule 14A
pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended, relating to a special meeting of the shareholders of
Bluegreen on the date yet to be determined.  At the special
meeting, the shareholders of Bluegreen will consider and vote upon
a proposal to approve the Merger Agreement.  The approval of the
Merger Agreement requires the affirmative vote of the holders of
at least 66-2/3% of the outstanding shares of Bluegreen's common
stock.  The Merger is also subject to a number of other closing
conditions, including the obtaining of all financing necessary to
consummate the Merger.  A copy of the amended proxy statement is
available for free at http://is.gd/qMScE3

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.06 billion in total assets, $720.24 million in total
liabilities and $340.77 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BRIXMOR LLC: Moody's Lifts Sr. Debt Rating to B3; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of Brixmor LLC to B3, from Caa1, with a stable outlook
reflecting its improved credit metrics and operating performance
since its acquisition by Brixmor Property Group, Inc., an
affiliate of Blackstone Real Estate Partners VI, L.P. The stable
rating outlook reflects Moody's expectation that Brixmor LLC will
continue to improve its operational strength, while managing its
debt maturities with adequate liquidity and stable credit metrics.

The following ratings were upgraded to B3 with a stable outlook:

  Brixmor LLC (formerly Centro NP LLC and New Plan Realty Trust)
  -- Senior unsecured debt at B3; medium-term notes at B3.

Ratings Rationale:

The rating upgrade reflects the improvement in Brixmor LLC's
credit metrics and portfolio performance. Fixed charge coverage
increased to 1.8x at 3Q12 from 1.7x at YE11. Brixmor LLC also has
positive cash flow from operations and manageable near-term debt
maturities, with approximately $179 million due in 2013 and $133
million due in 2014. Brixmor LLC's consolidated portfolio was
84.5% leased at 3Q12 compared to 83% at 3Q11; and its total
portfolio occupancy increased to 88.9% at 3Q12 from 87.9% at 3Q11-
- a 100 bp improvement. The company has also produced strong
leasing volumes in deal count and GLA.

Brixmor LLC (formerly Centro NP LLC and New Plan Excel Realty
Trust, Inc.) is one of the largest owners and operators of
community and neighborhood shopping centers in the USA. On June
28, 2011, Brixmor Property Group, Inc. (formerly BRE Retail
Holdings, Inc., an affiliate of Blackstone Real Estate Partners
VI, L.P.) acquired all of Centro Properties Group's US assets and
platform, including Centro NP LLC, which is now called Brixmor
LLC.

As of September 30, 2012, Brixmor LLC had gross assets of $3.2
billion with interests in 574 properties in 39 states including
163 wholly-owned properties, one property held through a
consolidated joint venture, and 410 properties held primarily
through affiliated, unconsolidated joint ventures. There is a
large exposure to minority share joint ventures with $775 million
in unconsolidated investments, a key credit challenge; however,
the majority of these are investments in affiliated joint ventures
with common owners.

Moody's views the acquisition of Brixmor LLC by Brixmor Property
Group as a credit positive. Although Brixmor Property Group is
financially more stable than Brixmor LLC's former parent, Centro
Property Group, the B3 ratings reflect its dependence upon Brixmor
Property Group's highly levered US platform as Brixmor LLC has no
credit line. Brixmor LLC is expected to internally finance itself
through cash flow from operations and mortgage refinancings. While
overall leverage within Brixmor LLC appears moderate at 44%, net
debt/EBITDA is high at 8.5x as of 3Q12. Secured debt/gross assets
has increased to 32% at 3Q12 compared to 30% at YE11 as maturing
unsecured notes are replaced with secured debt.

Brixmor Property Group operates all the US retail shopping center
properties from its New York City headquarters and leverages its
nationwide operating infrastructure and staff that provides
management services to Brixmor LLC. The combined US portfolio is
the largest landlord to many of the top ten national retailers in
its portfolio, which includes more than 4,000 tenants, and is
exhibiting consistently stronger operating performance with
Brixmor LLC producing 6.2% same property NOI growth for 3Q12,
which is the third quarter of positive growth. While
geographically diverse, Brixmor LLC shows some market
concentration deriving 22.2% of its consolidated annualized base
rent from properties located in Texas, 14% in Florida, 7.9% in New
York, 7.3% in Ohio, and 6.6% in California at 3Q12.

Moody's stated that further rating improvement would be contingent
upon continued strengthening of its credit profile (all credit
metrics without consolidation of joint ventures): maintenance of
closer to 2.0x fixed charge coverage (inclusive of capitalized
interest); net debt/EBITDA approaching 7.5x; and improved
operating performance as reflected in higher occupancy and
adequate liquidity. Negative rating pressure would result from any
deterioration in Brixmor LLC's credit profile (all credit metrics
without consolidation of joint ventures) such that its fixed
charge coverage (inclusive of capitalized interest) declined to
below 1.8x; net debt/EBITDA increased above 9x; and suspension of
improvements in operating performance most likely resulting from
leasing issues.

The last rating action with respect to Centro NP was on October
11, 2011 when its ratings were upgraded to Caa1, from Caa2, with a
stable outlook.

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

Brixmor LLC, headquartered in New York City, owns and operates
community and neighborhood shopping centers. The company had
assets of $3.2 billion and equity of $1.5 billion at September 30,
2012.


BROADCAST INTERNATIONAL: To Provide Services to 2,500 Locations
---------------------------------------------------------------
Broadcast International, Inc., will provide its technology and
digital signage services to approximately 2,500 of the Company's
largest customer's more than 6,000 retail and administrative
locations throughout North America until May 31, 2013, pursuant to
a Statement of Work contract, as extended.

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


CAESARS ENTERTAINMENT: Fitch Rates $1.5-Bil. Add-On Notes 'CCC+'
----------------------------------------------------------------
Fitch Ratings assigns a 'CCC+/RR3' rating to Caesars Entertainment
Operating Company, Inc.'s $1.5 billion proposed add-on issuance to
the 9% senior secured first-lien notes due 2020. The Rating
Outlook is Negative.

In connection with the offering, CEOC is seeking several
amendments to its senior credit facilities, which includes
permitting the use of proceeds from today's notes issuance,
obtaining an additional $100 million of revolving facility
commitments due Jan. 28, 2017, increasing accordion capacity by
$650 million, and revising the calculation of its primary
financial maintenance of 4.75x senior secured net debt/EBITDA.

If CEOC obtains the amendments, the proceeds from the add-on
issuance will be used to repay outstanding term loans (TLs) and
transaction expenses. The TL repayment to consenting lenders will
be applied first to outstanding B1, B2 and B3 TLs due 2015, then
up to 20% of principal outstanding of B5 and B6 TLs due 2018, with
the balance of any additional proceeds to reduce outstanding TLs
at CEOC's discretion.

The proposed transactions are a slight positive by pushing out
2015 and 2018 maturities to 2020 and by improving liquidity
through the additional revolving commitments.

However, that is offset by the higher interest costs, which will
negatively impact OpCo's near-term cash burn rate. The company's
recent refinancing transactions, including the proposed issuance
today, have deteriorated the company's free cash flow profile.
Fitch estimates that the OpCo will burn $450 - $600 million
annually in 2013 - 2014.

The B1, B2 and B3 TLs bear interest at roughly 3.2%, while the B5
and B6 bear interest at nearly 4.5% and 5.5%, respectively. As a
result, interest costs from the proposed transactions would
increase by roughly $70 million.

Proforma for recent financings and adjusted for cage cash, CEOC
has more than $2 billion of excess cash. The cash on hand should
be adequate to fund the CEOC's cash burn projected by Fitch
through 2015, make near-term investments in unrestricted
subsidiaries (Baltimore and Project Linq), and paydown $125
million in unsecured notes coming due 2013.

Sensitivity/Rating Drivers

With Caesars pushing out a bulk of its 2015 maturities, Fitch is
now more focused on the company's cash burn rate. Transactions
that increase CEOC's cash burn rate materially could lead to a
downgrade.

"As Fitch previously indicated, we are also monitoring
developments that may sway the parent's ability or motivation to
support CEOC, since the viability of CEOC may depend on such
support. The pursuit of a strategic transaction related to a newly
created entity, Caesars Growth Venture Partners (CGVP), may
pressure ratings as it may reduce the company's willingness to
support OpCo debt obligations." Fitch says.

Fitch may revise the Rating Outlook back to Stable while affirming
the IDR at 'CCC' if the operating trends pick up stronger than
expected, improving prospects for a sustainable FCF profile by a
2015 time frame. The Las Vegas Strip (27% of OpCo's LTM EBITDA) is
Caesars' best bet for leveraging any improvement in the
macroeconomic environment.

Recovery Ratings

The proposed issuance is not material to the RR3 rating from a
recovery analysis standpoint.

In December 2012, Fitch downgraded CEOC's first-lien debt to
'CCC+/RR3' from 'B-/RR2' when it last issued $750 million of
first-lien notes due to reduced recovery prospects from that
issuance, and the longer-term trend of executing several
transactions that have negatively impacted first-lien recovery
prospects.

The 'CCC+/RR3' rating assigned to the proposed notes reflects
estimated recovery rate for first-lien debt in the 51%-70% range.
Fitch's estimated recovery for CEOC's first lien debt is at the
high end of the stated range, so there is considerable cushion at
the 'RR3' Recovery Rating for the first-lien debt.

Detailed recovery analysis using data through June 30, 2012 for
Caesars is available on www.fitchratings.com (see links below).
Fitch's rating commentary and a detailed report on Caesars, both
dated Sept. 5, 2012 provide a more extensive discussion about the
Caesars overall credit profile.

Fitch ratings are:

Caesars Entertainment Corp.
-- Long-term IDR 'CCC'; Outlook Negative.

Caesars Entertainment Operating Co.
-- Long-term IDR 'CCC'; Outlook Negative;
-- Senior secured first-lien revolving credit facility and term
    loans 'CCC+/RR3';
-- Senior secured first-lien notes 'CCC+/RR3';
-- Senior secured second-lien notes 'CC/RR6';
-- Senior unsecured notes with subsidiary guarantees 'CC/RR6';
-- Senior unsecured notes without subsidiary guarantees at
    'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)
-- Long-term IDR 'B-'; Outlook Negative;
-- Senior secured notes 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC
-- Long-term IDR 'CCC'; Outlook Negative;
-- Senior secured credit facility 'CCC+/RR3';

Corner Investment PropCo, LLC
-- Long-term IDR 'CCC'; Outlook Stable;
-- Senior secured credit facility 'B-/RR2'.


CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating to New $1.5BB Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Las Vegas-based Caesars Entertainment Corp.'s
(CEC) proposed $1.5 billion first-lien 9% senior secured notes due
2020, to be issued jointly by Caesars Operating Escrow LLC and
Caesars Escrow Corp. (the escrow issuers).  S&P assigned the
proposed notes its 'B' issue-level rating (one notch higher than
S&P's 'B-' corporate credit rating on the company) with a recovery
rating of '2', indicating S&P's expectation for substantial (70%-
90%) recovery for lenders in the event of a payment default.

Both of the escrow issuers (special purpose entities that will
issue the secured notes) are wholly owned, unrestricted
subsidiaries of Caesars Entertainment Operating Co. Inc. (CEOC), a
wholly owned direct subsidiary of CEC.  If escrow conditions are
not met prior to the consummation of the offering, the escrow
issuers will deposit the gross proceeds into a segregated escrow
account until the date that certain conditions are satisfied.  The
conditions essentially relate to regulatory approval, the
execution of documents granting security for the proposed notes,
and the assumption by CEOC of all obligations of the escrow
issuers under the proposed notes.  The notes will have the benefit
of a pari passu security interest in the same collateral that
secures CEOC's senior secured credit facilities (subject to
permitted liens and exceptions).  CEOC intends to use the net
proceeds from the notes offering to repay a portion of its term
loans and for fees and expenses.

S&P's corporate credit rating reflects its assessment of Caesars'
financial risk profile as "highly leveraged" and S&P's assessment
of the company's business risk profile as "satisfactory,"
according to its criteria.

"Our assessment of Caesars' financial risk profile as highly
leveraged reflects its very weak credit measures and our belief
that prospects for meaningful growth in net revenue and EBITDA in
2013 do not seem promising, given the current economic outlook and
competitive dynamics in the company's key markets.  While several
actions taken by management in recent years, including the
currently planned capital raise, have positioned the company with
a modest covenant cushion and modest debt maturities over the next
few years, Caesars' capacity to continue funding operational and
capital spending needs and meet debt service obligations over the
longer term relies on substantial growth in cash flow generation.
Credit measures remain weak.  As of Sept. 30, 2012, leverage was
over 12x, while EBITDA coverage of interest expense was 0.8x," S&P
said.

S&P's assessment of Caesars' business risk profile as satisfactory
reflects its well-diversified portfolio of assets across most
major U.S. gaming markets and an industry-leading customer loyalty
program.  Despite these strengths, S&P believes Caesars' business
risk profile could weaken over time because of its limited ability
to generate excess cash flow to fund the level of investment in
its assets S&P believes necessary to preserve its competitive
position.

Caesars is one of the world's largest and most diversified gaming
companies.  It owns or operates properties in most major U.S.
gaming markets under brand names including Caesars, Harrah's, and
Horseshoe.


CAPITOL BANCORP: Signs Agreement to Sell Sunrise Bank to Weststar
-----------------------------------------------------------------
Capitol Bancorp Ltd. has entered into a binding sales agreement
with Weststar Bancorp for the sale and subsequent recapitalization
of Sunrise Bank of Albuquerque.

Weststar Bancorp previously executed a letter of intent for the
purchase of Sunrise Bank of Albuquerque in December of 2012.
Weststar Bancorp expects to finalize an escrow arrangement for
this transaction with a New Mexico bank before Feb. 8, 2013.  The
transaction is subject to regulatory and bankruptcy court approval
and expected to be completed in 2013.

                       About Capitol Bancorp

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

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

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

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

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

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


CASH STORE: Moody's Reviews 'B3' CFR for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Cash Store
Financial Services (CSFS, Corporate Family Rating and senior
secured debt at B3) under review for possible downgrade.

Ratings Rationale:

The review reflects challenges experienced by the company, as
evidenced by a material restatement of 2012 financial statements
and a recently initiated special investigation by an independent
accounting firm retained by the Board regarding allegations of
undisclosed related party transactions in connection with the
January 2012 loan portfolio acquisition from third-party lenders.

During the review period Moody's will seek to determine the scope
of the special investigation and the potential magnitude of the
outcome. In addition, Moody's will focus on improvements the
company has made to its governance and control structure. Moody's
satisfaction with these issues would likely lead to a confirmation
of the ratings, probably with a negative outlook pending sustained
improvement in CSFS' financial performance. Since Moody's initial
rating was issued in January 2012 the company's operating
performance has been poor, with sharply reduced profitability and
weak leverage and debt service coverage metrics. Moody's
conclusion that the outcome of the investigation is or is likely
to be materially negative would likely lead to a downgrade of the
ratings.

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

Based in Edmonton, Alberta, Canada, CSFS is a provider of
alternative financial services in Canada and the UK.


CHALLENGE AT SANTA RITA: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: The Challenge at Santa Rita, LLC
        400 S Alamo
        Marshall, TX 75670

Bankruptcy Case No.: 13-20016

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Marshall)

Debtor's Counsel: Paul W. Turner, Esq.
                  LAKE AND TURNER LAW FIRM, LLP
                  400 S. Alamo
                  Marshall, TX 75670
                  Tel: (903) 938-1655
                  Fax: (903) 938-0235
                  E-mail: pturner@carlilelawfirm.com

Estimated Assets: $500,001 to $1,000,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by David C. Carlile, manager.


CHINA BOTANIC: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------
China Botanic Pharmaceutical Inc. on Feb. 5 disclosed that on
January 31, 2013, the Company received a notice of failure to
satisfy continued listing standards from the NYSE MKT LLC.

The Letter indicates that although the Company has resolved the
Audit Committee continued listing deficiency referenced in the
letter from the Exchange dated January 12, 2013, the staff of the
NYSE MKT Corporate Compliance Department has determined that based
upon its review of the Form NT 10-K filed on January 30, 2013 and
subsequent discussions, the Company will be unable to timely file
its Form 10-K for the period ended October 31, 2013 by February
14, 2013.  In the Company's Form NT 10-K, the Company indicated
that management has encountered delays in completing the Company's
consolidated financial statements and corresponding delays in
completing its annual audit.  As such, information necessary for
the filing of a complete and accurate report on Form 10-K cannot
not be gathered within the prescribed time period without
unreasonable effort and expense.  The Company remains committed to
completing its Form 10-K at the earliest possible time, but does
not currently anticipate its completion within the fifteen
calendar days following the prescribed due date.  The timely
filing of the Form 10-K is a condition for the Company's continued
listing on the Exchange under Sections 134 and 1101 of the NYSE
MKT LLC Company Guide.

In order to maintain its listing, the Company must submit a plan
of compliance by February 14, 2013 advising of actions that
Company has taken or will take to comply with Sections 134 and
1101 of the Company Guide by May 1, 2013.  The Compliance
Department will evaluate the Compliance Plan and make a
determination as to whether or not to accept the Compliance Plan
by May 1, 2013.  In the event the Compliance Plan is accepted, the
Company will remain listed during the plan period and will be
subject to periodic review to determine whether progress is being
made pursuant to the Compliance Plan.  In the event that a
Compliance Plan is not submitted, accepted or progress is not made
under the Compliance Plan during the plan period, the Exchange
staff may initiate delisting proceedings in accordance with
Section 1010 and Part 12 of the Company Guide.

The Company intends to submit a Compliance Plan by February 14,
2013 and continues its efforts to file the Form 10-K at the
earliest possible time.

             About China Botanic Pharmaceutical Inc.

China Botanic Pharmaceutical Inc. -- http://www.renhuang.com-- is
engaged in the research, development, manufacturing, and
distribution of botanical products, bio-pharmaceutical products,
and traditional Chinese medicines ("TCM"), in the People's
Republic of China.  All of the Company's products are produced at
its three GMP-certified production facilities in Ah City,
Dongfanghong and Qingyang.  The Company distributes its botanical
anti-depression and nerve-regulation products, biopharmaceutical
products, and botanical antibiotic and OTC TCMs through its
network of over 3,000 distributors and over 70 sales centers
across 24 provinces in China.


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

Madsen reported on the Company's financial statements for the
years ended Dec. 31, 2011, and 2010.  Their opinion did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified as to uncertainty, audit scope, or accounting principles
but was modified as to a going concern.

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

Immediately following the dismissal of Madsen, the Company's Board
of Directors commenced contacting and interviewing other auditors
in order to engage another firm as its independent auditor.
Effective Jan. 30, 2013, the Company engaged Albert Wong & Co as
its new Independent registered public accounting firm.  The
decision to engage Albert Wong & Co was approved by the Company's
board of directors.  During its two most recent fiscal years, and
during any subsequent interim period prior to the date of Albert
Wong & Co's engagement, the Company did not consult the new
auditor regarding any matter.

                         About China Green

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

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

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

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


CHRISTIAN BROTHERS: OK'd to Sell Six Homes to Iona College
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized The Christian Brothers' Institute, et al., to
sell its real property to Iona College.  The Debtors received no
bids to compete with the $5 million offer from Iona College to
purchase six homes in New Rochelle, New York.  The auction was
canceled.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CLEAR CHANNEL: Bank Debt Trades at 13% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 86.64 cents-on-the-dollar during the week ended Feb. 1, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.31 percentage points from the previous week, the Journal
relates.  The loan matures on Jan. 30, 2016.  The Company pays 365
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Caa1 rating and S&P's CCC+ rating.

                       About Clear Channel

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


COCOPAH NURSERIES: Chapter 11 Plan Contemplates Assets Sale
-----------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., Joint Chapter 11 Plan
of Reorganization dated Dec. 18, 2012, generally provides for the
sale of certain assets that are subject, in part, to liens of the
secured lenders under terms of a transition agreement to be
approved by the Bankruptcy Court and under Section 363 of the
Bankruptcy Code.

The Debtors' unencumbered assets and assets not transferred to the
Secured Lenders (the "TreeCo Property") will be vested in the
reorganized Debtors and utilized in conjunction with post-
confirmation tree sale operations.  TreeCo will issue a promissory
note for the benefit of holders of Allowed General Unsecured
Claims.  Holders of Allowed Equity Interests in the Debtors will
receive the equity interests in TreeCo.

Under the Transition Agreement, the timing and mechanism of the
Asset Sales will be determined by the Secured Lenders in their
sole and absolute discretion, subject to an outside completion
date.

If the Transition Agreement implementing the Asset Sales is not
approved by the agreed deadline, or if the allowed claims of the
California Board of Equalization exceed the "BOE Priority Claim
Cap", the Debtors will move to convert their Chapter 11 cases to
liquidation proceedings under Chapter 7 of the Bankruptcy Code.
The Debtors believe that the conversion to Chapter 7 will have a
material negative impact on the recovery to all creditors.
Moreover, if either of Wells Fargo or Rabobank vote to reject the
Plan, the Debtors will implement the "liquidation plan
alternative."

A copy of the Disclosure Statement is available at:

            http://bankrupt.com/misc/cocopah.doc342.pdf

                      About Cocopah Nurseries

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

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

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

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

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

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


COLDSTONE DEVELOPMENT: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------------
Debtor: Coldstone Development, LLC
        P.O. Box 207
        Bowdon, GA 30108

Bankruptcy Case No.: 13-10258

Chapter 11 Petition Date: February 2, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: J. Nevin Smith, Esq.
                  SMITH CONERLY LLP
                  402 Newnan Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190
                  E-mail: cstembridge@smithconerly.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-10258.pdf

The petition was signed by Bryan J. Garrett, manager.


COLONIAL WAREHOUSE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Colonial Warehouse, LLC
        1107 Shop Road
        Columbia, SC 29201

Bankruptcy Case No.: 13-00662

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  LEVY LAW FIRM, LLC
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  E-mail: llfecf@levylawfirm.org

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by William M. Gregg, sole member.


CONCORD REAL ESTATE CDO: To Fail Par Value Test Due to Default
--------------------------------------------------------------
WRP Management LLC, the collateral manager of Concord Real Estate
CDO 2006-1, Ltd. ("CDO"), on Feb. 4 disclosed that due to a
default of a loan held by the CDO, a par value test will not be
satisfied with the February determination date which will result
in interest payments that otherwise would be payable to the Class
D, E and F Notes being used to amortize the Class A-1 Notes.


CONNAUGHT GROUP: WARN Plaintiffs Face Sanctions for Delay
---------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted the request of The
Connaught Group, Ltd., for sanctions against plaintiff in a
purported class action lawsuit for the plaintiff's failure to
timely file a motion for class certification in accordance with a
scheduling order.  Judge Bernstein directed the plaintiff's
counsel to pay the defendant's reasonable expenses, including
attorneys' fees and costs.  However, the judge declined Connaught
Group's request to have the lawsuit dismissed as a form of
punishment.  The judge said dismissal of the adversary proceeding
or even the denial of the motion to certify the class "would be
too drastic."

MARTINA SCHUMAN, on behalf of herself and all others similarly
situated Plaintiff, v. THE CONNAUGHT GROUP, LTD., Defendant, Adv.
Proc. No. 12-01051 (Bankr. S.D.N.Y.), asserts claims under the
Federal Workers Adjustment and Retraining Notification Act and the
New York State WARN Act.  The Court entered a scheduling order
that, among other things, required the plaintiff to make her class
certification motion by Oct. 12, 2012.  The plaintiff failed to
make a motion by the deadline, and the defendant filed the motion
for sanctions on Nov. 7, 2012.  One month later, on Dec. 6, 2012,
the plaintiff filed her motion to certify the class.

Connaught Group confirmed their plan on Oct. 10, 2012.  The plan
established a liquidating trust, and the Trust was deemed to be
substituted for the Debtor as defendant in the adversary
proceeding.  Committee counsel assumed the defense of the
adversary proceeding, although a formal substitution was not filed
until Nov. 1, 2012.

Jack A. Raisner, Esq., and Rene S. Roupinian, Esq. --
jar@outtengolden.com and rsr@outtengolden.com -- at Outten &
Golden LLP, represent the Plaintiff.

Bruce Buechler, Esq., and Shirley Dai, Esq. --
bbuechler@lowenstein.com and sdai@lowenstein.com -- at Lowenstein
Sandler PC, argue for the Defendant.

A copy of the Court's Feb. 1, 2013 Memorandum Decision and Order
is available at http://is.gd/ZJ91Shfrom Leagle.com.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.

The Connaught Group disclosed $50,644,694 in assets and
$61,303,340 in liabilities.  Limited Editions for Her LLC
disclosed $3,339,174 in assets and $15,888,714 in liabilities.
Limited Editions for Her of Nevada LLC disclosed $979,926 in
assets and $12,395,949 in liabilities.  Limited Editions for Her
of Branson LLC disclosed $3,339,174 in assets and $15,888,714 in
liabilities.  WDR Retail Corp. disclosed $0 in assets and
$12,395,949 in liabilities.  Connaught Group Limited was the 100%
shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR.

On Oct. 10, 2012, the Bankruptcy Court confirmed the Debtors'
Chapter 11 plan, which would pay unsecured creditors as much as
64%.  Unsecured claims were projected to total as much as $20
million.  A joint venture between Royal Spirit Group and Tom James
Co. acquired the Debtors' business in April for $20 million in
cash and assumed the lease for the Debtors' Manhattan
headquarters.  Royal Spirit, a non-insider with the largest claim,
waived a $5.4 million claim.  Secured claims were paid when
the sale was completed.


DALLAS ROADSTER: Court Denies Approval of 2nd Amended Disclosures
-----------------------------------------------------------------
The Bankruptcy has denied approval of Dallas Roadster, Limited,
and IEDA Enterprise, Inc.'s Second Amended Disclosure Statement.

Texas Capital Bank, N.A., conveyed objections.  The Court
overruled objections regarding restrictions on Debtors'
expenditures but the Court sustained objections with respect to,
among other things, disclosures regarding litigation costs,
treatment of insider claims, and subrogation rights.

The Plan is based on Dallas Roadster continuing its operations
largely as it has in the past.  Payment of all claims against
Debtor is made from revenue generated by Debtor's operations.
Debtor's Plan proposes full payment of all allowed claims.

The Debtor currently intends to object to the claims of TCB and
Alberto Dal Cin (including American Five Trading and DLP
Enterprises).  As of Sept. 11, 2012, TCB estimated its total claim
in the amount of $2.55 million.  The Debtor said this amount
should be decreased by the portion attributed to the DIP Loan and
may be further reduced should any portion claimed for fees and
expenses be disallowed.

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

        http://bankrupt.com/misc/dallasroadster.doc266.pdf

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Can Employ C.L. McDade & Company as Appraiser
--------------------------------------------------------------
The Bankruptcy Court authorized Dallas Roadster, Limited, and IEDA
Enterprise, Inc., to employ C.L. McDade & Company as appraiser.

As reported in the TCR on Oct. 5, 2012, C.L. McDade & Company
agreed to prepare appraisals of the real properties belonging to
the Estates at these rates:

     a. 0.8600 Gross Acres of Vacant Land
        Southwest Corner of K Avenue and 10th Street
        Plano, Texas
        $1,200

     b. Existing Automobile Dealership Facility
        404 North Central Expressway
        Plano, Texas
        $2,000

     c. Single Tenant Automotive Repair Facility
        905 K Avenue
        Plano, Texas
        $2,500

     d. Existing Automobile Dealership Facility
        825 K Avenue
        Plano, Texas
        $2,500

To the best of the Debtors' knowledge, C.L. McDade & Company is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Taps Kenneth Lehrer as Economic Damage Analyst
---------------------------------------------------------------
Dallas Roadster, Limited, and IEDA Enterprises, Inc., ask the
Bankruptcy Court for authorization to employ Dr. Kenneth E. Lehrer
to perform an analysis of the potential economic damages suffered
by the Debtors as a result of the ex parte receivership initiated
by Texas Capital bank which precipitated the filing of the
Debtors' bankruptcy cases.  According to the Debtors, the purpose
of the initial retention of Dr. Lehrer is to assist them in
complying with the Court's requirements concerning disclosure of
the potential amount of its claim against Texas Capital Bank in
its Disclosure statement.

Dr. Lehrer's hourly rate will be $250 per hour.  He has requested
an initial deposit of $2,500 and has estimated that his
preliminary estimate of damages will cost approximately $5,000.

Based on the declaration of Dr. Lehrer, the Debtors believe that
Dr. Lehrer is a disinterested entity within the meaning of 11
U.S.C. Sections 101(14) and 327.


                         About the Debtors

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DASODA CORP: NJ Court Affirms Arbitration Ruling
------------------------------------------------
MARK C. MEADE, Plaintiff-Appellant, v. CARDINALE & JACKSON
CROSSING ASSOCIATES, LLC, VITO CARDINALE, FRANK MOZINO, NICK
PONZIO AND DANA POLCE, Defendants-Respondents, No. A-3358-11T1
(N.J. Super. Ct.), is an appeal from the Law Division's Dec. 13,
2011 order, dismissing with prejudice certain claims, and
allegations against some defendants, asserted in his amended
complaint, and dismissing without prejudice other claims and
parties, directing that the matter be referred to arbitration.
The Plaintiff also appeals from the court's Jan. 26, 2012 order,
denying reconsideration.  The Plaintiff argues the arbitration
clause in a disputed contract is ambiguous and unconscionable, and
does not require arbitration of statutory claims. He also argues
that the defendants invoked their right to arbitration outside the
time limits provided by contract, and that the court erred in
dismissing a party and some claims with prejudice.

In last week's ruling, the Superior Court of New Jersey, Appellate
Division, affirmed the lower court orders.  A copy of the Court's
Jan. 31, 2013 decision is available at http://is.gd/KcMieAfrom
Leagle.com.

The disputed contract relates to a master lease agreement entered
into on Nov. 15, 2006, by Dasoda Corp., an entity apparently owned
by Mark and Lauren Meade; and Cardinale & Jackson Crossings
Associates LLC.  The agreement provided that Dasoda would lease
for 15 years "units 130-135" for use as a day-care center, within
a commercial complex which Cardinale was developing in Jackson
Township.  The agreement was personally guaranteed by Mr. Meade,
and the lease was to commence "[u]pon substantial completion of
[Cardinale's] work" or upon the issuance of temporary or final
certificates of occupancy by the municipality.  The Master Lease
Agreement contained an arbitration clause.

According to the Meade complaint, Cardinale arranged for a bank
loan of $575,000 to be paid by Dasoda, and guaranteed by Mr.
Meade, to fund the necessary "build-out" of the leased premises
for operation of a day-care facility.  The Plaintiff asserts that
the build-out was completed, all required permits were secured and
the day-care facility began operation.

When the day-care facility was opened, however, the commercial
complex was 70% vacant and major construction was still being
undertaken on the site.  The Plaintiff asserts that construction
activities and equipment on the site constituted a "severe
detriment" to the success of the day-care facility, and Dasoda
Corp. filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case
No. 10-39528) on Sept. 24, 2010, listing under $1 million in
assets and debts.  A copy of the petition is available at no
charge at http://bankrupt.com/misc/njb10-39528.pdf The proceeding
was later converted to chapter 7.

Mr. Meade filed the pro se complaint on May 20, 2011, in the Law
Division against "Cardinale & Assoc.," Vito Cardinale, Frank
Mozino, Nick Ponzio and Dana Polce "as officers, managers and
individuals."  The defendants filed a motion to dismiss the
complaint and to transfer venue to Ocean County.  The Defendants
asserted that the complaint failed to name Dasoda as an
"indispensable party," that the "proper forum" for the claim was
the bankruptcy court, that Cardinale was not a party to the lease,
and that the individual defendants were improperly named as
parties.  In a later brief, the defendants also asserted that the
complaint failed to state a claim upon which relief could be
granted.  On Sept. 15, 2011, the defendants filed a supplemental
brief in support of dismissal of the amended complaint, or, in the
alternative, to compel arbitration of the dispute.


DAVID GORDON: Trustee Sues Commerce Bank for Aiding Scammer
-----------------------------------------------------------
Stueve Siegel Hanson LLP and the Malloy Law Firm have filed a
lawsuit on behalf of a bankruptcy trustee against Commerce Bank
for aiding and abetting a convicted stock scammer by allowing him
to launder the ill-gotten gains from his schemes through various
accounts at the bank and send them to off-shore accounts in known
tax havens.

The lawsuit alleges that Commerce Bank, acting by and through one
of its loan officers and his assistant, knowingly assisted David
Gordon, one of Commerce's largest customers, in perpetrating
several "pump-and-dump" stock schemes that defrauded tens of
millions of dollars from innocent investors.  David Gordon was
later tried and convicted for these crimes and is now serving a
lengthy prison sentence in a federal penitentiary.  Evidence shows
that at least two Commerce employees participated in the pump-and-
dump schemes and made astronomical returns on their investment in
very short periods of time.  The lawsuit alleges that Commerce
Bank and its employee Bruce Humphrey are liable to Mr. Gordon's
victims for facilitating his schemes and sharing in the profits.
The plaintiff in the case is the bankruptcy trustee appointed to
preside over David Gordon's bankruptcy estate.  The lawsuit
asserts claims for aiding and abetting violations of federal and
state securities laws, conspiracy to commit fraud, aiding and
abetting breach of fiduciary duty, and negligent supervision.

The Trustee contends that Mr. Gordon's money laundering and other
banking activities at Commerce had to have triggered the bank's
anti-money laundering monitoring system.  "The banking activities
of Gordon and his co-conspirators at Commerce repeatedly invoked
numerous red flags over a long period of time, clearly
demonstrating to Commerce that Gordon was using it to launder
money," said Rick Paul, an attorney for the Trustee.

The lawsuit further alleges that many of the accounts opened by
Mr. Gordon at Commerce were "nominee" accounts in the name of
businesses that had no legitimate business purpose other than to
receive proceeds from Mr. Gordon's stock schemes and launder
Mr. Gordon's ill-gotten gains and transfer the money to offshore
bank accounts in countries known to protect laundered monies
including Belize and the Turks and Caicos.

Given the substantial business transacted at and through Commerce
and the long relationship Mr. Gordon had with Commerce and its
officers, and its employee's specific involvement in the scheme,
the lawsuit alleges Commerce knew of the schemes and aided and
abetted those schemes.  Also, the bank was so entwined with
Gordon's business and personal dealings, it would have
unquestionably noticed the unusual transactions and should have
investigated the circumstances of those transactions.

To view the Complaint in its entirety, go to
http://www.stuevesiegel.com/CommerceBank

Stueve Siegel Hanson LLP represents plaintiffs on a contingent fee
basis, including bankruptcy trustees, in complex commercial
litigation.


E-CAM PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: E-Cam Properties, L.L.C.
        4227 S. Central Avenue
        Phoenix, AZ 85040

Bankruptcy Case No.: 13-01494

Chapter 11 Petition Date: February 1, 2013

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

Judge: Daniel P. Collins

Debtor's Counsel: Josh L. Kahn, Esq.
                  RYLEY CARLOCK & APPLEWHITE
                  One North Central Avenue
                  Suite 1200
                  PHOENIX, AZ 85004
                  Tel: (602) 440-4864
                  Fax: (602) 257-6964
                  E-mail: jkahn@rcalaw.com

Estimated Assets: $500,001 to $1,000,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Cesar Ruiz, sole member.


EASTBRIDGE INVESTMENT: Extends "Drop Dead Date" to Feb. 6
---------------------------------------------------------
EastBridge Investment Group Corporation, CBMG Acquisition Limited,
the Company's wholly-owned subsidiary ("Merger Sub"), and Cellular
Biomedicine Group Ltd., amended the Agreement and Plan of Merger
previously entered into on Nov. 13, 2012, as amended on Jan. 15,
2013.  Pursuant to Article II, Section 2.2 of the Merger Agreement
the Parties determined to extend the Drop Dead Date (as defined in
the Merger Agreement) until Feb. 6, 2013.  No additional
amendments were made to the Merger Agreement.  A copy of Amendment
No. 2 to the Agreement and Plan of Merger is available at:

                        http://is.gd/mmiQkE

                    About EastBridge Investment

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

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

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

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


EMPIRE TODAY: S&P Hikes CCR & $150MM Notes Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating to 'B' from 'B-' on Empire Today LLC.  The outlook is
stable.  S&P also raised its issue-level rating on the company's
$150 million senior notes to 'B' from 'B-'.  The recovery rating
on the notes remains unchanged at '4', indicating S&P's
expectation of an average (30% to 50%) recovery in the event of a
payment default.

The ratings on Empire Today LLC reflect Standard & Poor's
assessment of a "vulnerable" business risk profile and aggressive
financial risk profile.  The company's business risk profile
incorporates S&P's view of its narrow focus in the replacement
flooring industry, heavy reliance on effective TV advertising
to generate customer leads, and susceptibility to changes in
discretionary consumer spending.  The aggressive financial risk
profile reflects S&P's view that credit measures will remain
relatively stable over the next year after demonstrating
improvement and its "adequate" liquidity.

The stable outlook on Empire reflects S&P's expectation that
credit ratios will remain within levels indicative of an
aggressive financial risk profile over the next year.  S&P
believes the company will continue to increase sales from the
entry into new markets, but there may be a slight operational
deleveraging as a result.  Despite S&P's expectation that the
company will enter more markets, S&P do expect that earnings will
be volatile on a quarter to quarter basis.

S&P could lower its ratings if liquidity becomes "less than
adequate," possibly the result of operating performance
deterioration.  S&P believes liquidity would become less than
adequate if EBITDA interest coverage fell to less than 1.5x.
Based on third-quarter fiscal 2012 results, EBITDA would have to
decrease by about 25% for coverage to fall to 1.5x.  S&P could
also lower its ratings if debt to EBITDA approaches 5x.  This
could occur if the U.S. economy deteriorates, causing revenues to
be flat, coupled with gross margins deterioration of about 100
basis points.

"Given the company's vulnerable business risk profile, an upgrade
is not under consideration over the next 12 months.  We could
raise the ratings if we reevaluate the company's business risk
profile to "weak".  This could occur if the company continues to
expand its market reach, leading to more stable profit
generation," said Standard & Poor's credit analyst Kristina
Koltunick.


EUROFRESH INC: NatureSweet DIP Financing Has Interim Approval
-------------------------------------------------------------
Eurofresh Inc. obtained interim approval of its request to obtain
postpetition financing and access cash collateral.  A final
hearing on the motion will be held at the end of February.

EuroFresh Inc. has arranged $4 million of debtor-in-possession
financing from Zona Acquisition Company, LLC.  Zona has agreed to
provide initial availability of funds not to exceed $1.5 million
upon interim approval of the DIP facility.

As reported in the Jan. 30, 2013 edition of the TCR, Zona is a
company formed by NatureSweet Limited, which is also a major
tomato producer.  Zona has signed a deal to purchase the Debtor's
business, absent higher and better offers.

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

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

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

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

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

                       About EuroFresh Inc.

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

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

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

EuroFresh Inc. first filed for Chapter 11 protection (Bankr. D.
Ariz. Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

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


EUROFRESH INC: Schedules $69.5-Mil. in Liabilities
--------------------------------------------------
Eurofresh Inc. disclosed in its formal schedules it has $69
million in liabilities and its assets are at least $10.8 million.
The Debtor did not provide the appraise value of its properties in
Arizona.

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                    Unknown
  B. Personal Property            $10,755,762
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $58,306,097
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $450,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,756,481
                                  -----------     -----------
        TOTAL                 At least
                                  $10,755,762     $69,512,576

Eurofresh disclosed that it owns parcels of real property in
Willcox, Arizona, and Snoflake, Arizona.  The Debtor says the
value of the properties is unknown.  The real properties secure a
$51.2 million debt to Zona Acquisition Company LLC.
See http://bankrupt.com/misc/Eurofresh_Sched_A.pdf

The Debtor disclosed that it owns $10.8 million of personal
property, mostly on account of $9.3 million of accounts
receivable.  See http://bankrupt.com/misc/Eurofresh_Sched_Bp1.pdf
                 http://bankrupt.com/misc/Eurofresh_Sched_Bp2.pdf
                 http://bankrupt.com/misc/Eurofresh_Sched_Bp3.pdf

The $51.2 million debt (Schedule D) to Zona Acquisition is secured
by a deed of trust on all assets of the Debtor.  Zona is a company
formed by NatureSweet Limited, which is also a major tomato
producer.  Zona has signed a deal to purchase the Debtor's
business, absent higher and better offers.  Prepetition, Zona
bought $49.2 million in principal plus expenses and interest of
$2.9 million first-lien debt owed by the Debtor to General
Electric Capital Corp.

The Debtor also owes $7.1 million of debt to Bio Dynamics B.V.,
S.ar.l., and Barclays Bank, PLC., secured by a junior lien on the
collateral pledged to the first lien lenders.  The Debtor believes
that under 11 U.S.C. Sec. 506, the prepetition second lienholders
are wholly unsecured.

The list of unsecured priority claims (Schedule E) solely consists
of various employees owed prepetition wages and benefits totaling
$450,000.

Unsecured nonpriority claims (Schedule F) total $10.8 million and
are owed to various creditors.

See Schedules D to H at
http://bankrupt.com/misc/Eurofresh_Sched_DtoH.pdf

NatureSweet and Zona Acquisition are represented by:

         David D. Cleary, Esq.
         Nancy Mitchell, Esq.
         GREENBERG TRAURIG LLP
         E-mail: clearyd@gtlaw.com
                 mitchelln@gtlaw.com

                       About EuroFresh Inc.

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

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

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

EuroFresh Inc. first filed for Chapter 11 protection (Bankr. D.
Ariz. Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

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


EUROFRESH INC: Proposes to Set Admin. Claims Bar Date
-----------------------------------------------------
Eurofresh Inc. asks the Bankruptcy Court to enter an order
establishing a deadline for parties to file general unsecured
claims and administrative priority claims, arising under 11 U.S.C.
Sec. 503(b)(9)

A reasonable time for filing proofs of claim by creditors would be
30 days from the approval of a Claims Bar Date.  However,
creditors holding claims which are the result of the rejection of
an executory contract or lease of non-residential real property
will be required to file their claims within 30 days from the
order rejecting such contract or lease.

The Debtor also requests that the Court establish the Claims Bar
Date, as the  deadline for any party asserting an administrative
priority claim pursuant to Section 503(b)(9) of the Bankruptcy
Code, to file such claims.

During the 20 days prior to the Petition Date, the Debtor was sold
certain goods in the ordinary course of business.  The Debtor
believes that certain vendors and suppliers of goods, that
delivered goods to the Debtors during the 20 days prior to the
Petition Date, may seek allowance of Section 503(b)(9) Claims.

                       About EuroFresh Inc.

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

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

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

EuroFresh Inc. first filed for Chapter 11 protection (Bankr. D.
Ariz. Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

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


FLAT OUT CRAZY: Wins Approval for KCC as Claims Agent
-----------------------------------------------------
Flat Out Crazy, LLC, sought and obtained final approval of its
application to employ Kurtzman Carson Consultants LLC as claims
and noticing agent under 28 U.S.C. Sec. 156(c).

The Debtors recognize that the large number of creditors and other
parties in interest involved in their chapter 11 cases may impose
heavy administrative and other burdens upon the Court and the
Clerk's Office. To relieve the Court and the Clerk's Office of
these burdens, and in accordance with the Local Bankruptcy Rules,
the Debtors have tapped KCC as claims agent and administrative
agent.

KCC may, among other things, (a) prepare and serve all notices
required in the Chapter 11 cases, including notice of the
commencement of the Cases and the initial meeting of creditors
under section 341 of the Bankruptcy Code; (b) receive all claims
and maintain the official claims register; (c) assist in
preparing, filing, and maintaining the Debtors' official schedules
of assets and liabilities and statements of financial affairs; (d)
assist with the mailing and tabulation of ballots in connection
with any vote to accept or reject any plan or plans proposed in
the cases.

The Debtors have agreed to pay KCC the "fees outlined in a pricing
schedule" in exchange for its services.  Prior to the Petition
Date, the Debtors paid KCC a $20,000 retainer.

KCC has represented that it neither holds nor represents any
interest materially adverse to the Debtors' estates in connection
with any matter on which it would be employed and that it is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14).

                       About Flat Out Crazy

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

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

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

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


FORT LAUDERDALE BOATCLUB: Court Denies EverBank Dismissal Bid
-------------------------------------------------------------
The Bankruptcy Court has denied the motion of EverBank to dismiss
Fort Lauderdale BoatClub, Ltd.'s Chapter 11 case as a bad faith
filing, as moot, pursuant to the Court's order confirming the
Debtor's Plan.

On Dec. 27, 2012, the U.S. Bankruptcy Court for the Southern
District of Florida granted final approval to Fort Lauderdale
BoatClub, Ltd.'s First Amended Disclosure Statement explaining the
Debtor's Plan of Reorganization dated Nov. 15, 2012.  The Court
also confirmed the Debtor's Plan.

The holders of Claims in Class 2 (Allowed Secured Claim of
EverBank) and 3 (Allowed General Unsecured Claims) voted to accept
the Plan.  Class 4 (Allowed Subordinated Claims and 5 (Allowed
Equity Interests) did not cast a ballot on the Plan and are deemed
to have rejected the Plan.  Class 1 (Allowed Priority Claims) is
Unimpaired and did not vote.

A copy of the order (i) approving the First Amended Disclosure
Statement for Debtor's Plan of Reorganization and (ii) confirming
Debtor's Plan of Reorganization is available at:

        http://bankrupt.com/misc/fortlauderdale.doc129.pdf

                  About Fort Lauderdale BoatClub

Naples, Florida-based Fort Lauderdale BoatClub, Ltd., owns a fully
developed and operational marina facility formerly known as
Jackson Marine Center in Fort Lauderdale.  The marina, which has a
12-acre prime intracoastal waterway real estate, is being leased
to G. Robert Toney & Associates Inc. doing business as National
Liquidators, for $75,000 per month (reduced from the previous rate
$160,000 per month).

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 12-28776) on Aug. 2, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the cases.  Barry P. Gruher, Esq., and Mariaelena
Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., in Fort
Lauderdale, Fla., represent the Debtor in its restructuring
effort.  The Debtor has scheduled assets of $13,483,209 and
liabilities of $10,340,756.  The petition was signed by Edward J.
Ruff, president.

In October 2012, the United States Trustee said an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Fort Lauderdale BoatClub, Ltd.  The U.S.
Trustee attempted to solicit creditors interested in serving on
the Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.


GOLD RESERVE: Feb. 28 Hearing Set for NYSE MKT Listing Appeal
-------------------------------------------------------------
Gold Reserve Inc. on Feb. 5 provided an update on the status of
its ICSID arbitration and the Company's listing on the NYSE-MKT.

The Company's ICSID arbitration against the Republic of Venezuela
remains pending.  As previously reported, following the conclusion
of oral hearings in February 2012, the Tribunal issued an order in
July 2012 requesting further evidentiary submissions from the
parties relating to valuation issues.  Having received submissions
from the parties regarding implementation of the Tribunal's order,
in January 2013 the Tribunal issued additional directions
requesting further submission of expert evidence.  The parties
have been requested to submit a joint report from their technical
experts by April 26, 2013 and submit observations of the parties
on the experts' report by May 24, 2013.

The Company has been informed by the NYSE-MKT that an "appeal
hearing" with an independent panel relating to the continued
listing of the Company's shares will be held on February 28, 2013.

Regarding the continued listing of the Company's shares on the
NYSE-MKT, management of the Company believes that the Company
currently meets the continued listing standards as well as the
initial listing standards under Initial Listing Standard 4
(Section 103(d) of the Company Guide), except for the $3.00 share
price requirement (which price was $2.99 at market close on
February 4, 2013, and $3.37 was the average closing price for
2012).

Gold Reserve Inc. -- http://www.goldreserveinc.com-- is an
exploration-stage company.  The Company is engaged in the business
of acquiring, exploring and developing mining projects.  As of
December 31, 2011, the Company had not generated any revenues.
The Company?s subsidiaries include Gold Reserve Corporation, Gold
Reserve de Barbados Limited, Gold Reserve de Venezuela, CA,
Compania Aurifera Brisas del Cuyuni, SA, GR El Choco Limited and
GRI Minerales El Choco CA.  As of December 31, 2011, the Company
had no revenue producing mining operations.


HAMPTON CAPITAL: Court Selects 5 Members to Creditor's Committee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Northern Carolina
appointed five creditors to serve on the Official Committee of
Unsecured Creditors in the bankruptcy case of Hampton Capital
Partners LLC.

The members of the Committee are:

1) Ascend Performance Materials
   600 Travis Street, Suite 300
   Houston, TX 77002

   Agent: Val Venable
          600 Travis Street, Suite 300
          Houston, TX 77002

2) Mallard Creek Polymers, Inc.
   8901 Research Drive
   Charlotte, N.C. 28262

   Agent: Philip Titlestad
          8901 Research Drive
          Charlotte, N.C. 28262

3) Alliance Distribution, Inc.
   Box 128
   Dalton, GA 30722

   Agent: Frank R. Grant
          Box 128
          Dalton, GA 30722

4) Best Dedicated, LLC
   829 Graves Street
   Kernersville, NC 27284

   Agent: Gary Surber
          829 Graves Street
          Kernersville, NC 27284

5) Steve Powell
   1110 Market Street
   Chattanooga, TN 37402

   Agent: Propex Operating Company, LLC
          Steve Powell
          1110 Market Street
          Chattanooga, TN 37402

                  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.


HANDY HARDWARE: US Trustee Names 7-Member Creditor's Committee
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors in the Chapter 11 case of Handy Hardware
Wholesale Inc.

1) American Water Heaters Company
   Attn: Christopher B. Frost
   500 Tennessee Waltz Parkway
   Ashland City, TN 37015
   Tel: 615-792-6379
   Fax: 800-768-7936

2) The Hillman Group, Inc.
   Attn: Jim Hedger
   10590 Hamilton Ave.
   Cincinnati, OH 45231,
   Tel: 513-851-4900x2186
   Fax: 513-851-5177

3) PrimeSource Building Products, Inc.
   Attn: Michael A. Foreman
   1321 Greenway Dr.
   Irving, TX 75038
   Tel: 972-999-8778
   Fax: 972-999-8772

4) Southwire Company
   Attn: Kenneth Alister Sayers
   One Southwire Dr.
   Carrolton, GA 30119
   Tel: 770-832-4031
   Fax: 770-838-6431

5) Eaton Corporation
   Attn: Sandy Scafaria
   1111 Superior Ave.
   Cleveland, OH 44114
   Tel: 216-523-4161
   Fax: 216-479-7086

6) Coutinho & Ferrostaal Inc.
   Attn: Joanne Smith
   16510 Northchase Dr.
   Houston, TX 77060
   Tel: 281-878-4630
   Fax: 281-878-0729

7) California Products Corporation
   Attn: Steven McMenamin
   150 Dascomb Rd.
   Andover, MA 01810
   Tel: 978-623-9980x284
   Fax: 978-623-9960

                    About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.


HD SUPPLY: Plans to Re-Price Senior Secured Term Loan Facility
--------------------------------------------------------------
HD Supply, Inc., intends to re-price its existing senior secured
term loan facility to benefit from current market interest rates.
HD Supply anticipates that the transaction will be completed in
February 2013.  However, there can be no assurance that HD Supply
will be able to complete the transaction, which is subject to
market and other customary conditions.

                   Amends 2007 Purchase Agreement

HD Supply Distribution Services, LLC, an indirect wholly-owned
subsidiary of HD Supply, and Home Depot USA, Inc., entered into an
amendment and extension of a strategic purchase agreement,
originally entered into on Aug. 30, 2007.  The 2007 Strategic
Purchase Agreement provided a guaranteed revenue stream to Crown
Bolt through Jan. 31, 2015, by specifying minimum annual purchase
requirements from Home Depot.  The amendment and extension of the
2007 Strategic Purchase Agreement eliminates the minimum purchase
requirement beginning Feb. 4, 2013, but keeps Crown Bolt as the
exclusive supplier of all products purchased by Home Depot from
Crown Bolt through Jan. 31, 2020.  As of Oct. 28, 2012, the net
book value of the intangible asset assigned to the 2007 Strategic
Purchase Agreement is $50 million and the net book value of
goodwill assigned to Crown Bolt is $215 million.  The amendment
and extension is expected to result in an impairment of the
intangible asset assigned to the 2007 Strategic Purchase
Agreement, the goodwill assigned to Crown Bolt or both, which
could be significant.

                          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.


HEALTH CARE REIT: Fitch Affirms 'BB+' Rating on $1BB Pref. Stock
----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Health Care REIT,
Inc. (NYSE: HCN) as follows:

-- Issuer Default Rating (IDR) at 'BBB';
-- $2.25 billion unsecured revolving credit facility at 'BBB';
-- $754 million senior unsecured term loans at 'BBB';
-- $5.4 billion senior unsecured notes at 'BBB';
-- $494 million senior unsecured convertible notes at 'BBB';
-- $1 billion preferred stock at 'BB+'.

The Rating Outlook is Stable.

Sensitivity/Rating Drivers

The affirmation reflects HCN's broad healthcare real estate
platform that generates largely predictable cash flow
predominantly from private pay sources in markets with strong
demographics. The company has projected fixed charge coverage and
leverage that are appropriate for a 'BBB' rated healthcare REIT.
HCN also has good access to capital and a solid liquidity
position, including contingent liquidity from unencumbered assets,
and a strong management team. Credit concerns center on
operational volatility associated with the company's REIT
Investment Diversification and Empowerment Act of 2007 (RIDEA)-
related investments and modest operator concentration.

Predictable Cash Flow

Limited lease rollover risk and structural protections embedded in
HCN's management agreements underpin portfolio cash flow
stability. HCN's lease expiration schedule is well-laddered with
fewer than 7% of leases expiring annually (excluding the seniors
housing operating portfolio). In addition, master leases and/or
cross-collateralization arrangements with seniors housing and
healthcare facility operators minimize operators' ability to
selectively renew management agreements for higher performance
assets. Approximately 80% of the portfolio is in coastal markets
and the top 31 metropolitan statistical areas based on data from
The National Investment Center for the Seniors Housing & Care
Industry.

Same-store net operating income (NOI) growth has been solid in a
range from 3.5%-5.0% on a quarterly basis since fourth quarter
2010 (4Q'10). Growth was 3.6% in 3Q'12, led by the seniors housing
operating portfolio at 7.0%. The senior housing triple-net
portfolio represents 29.2% of NOI as of 3Q'12, skilled nursing
represents 27.0%, seniors housing operating 18.1%, medical office
17.1%, hospital 6.3%, and life science 2.1%. However, subsequent
to the closing of the Sunrise Senior Living, Inc. portfolio
acquisition (Sunrise), seniors housing operating is expected to
rise above 30% of NOI.

Fixed-charge coverage for the trailing 12 months ended Sept. 30,
2012 was 2.5x, which is appropriate for the rating, compared with
2.4x in 2011 and 2.8x in 2010. Fitch defines fixed-charge coverage
as recurring operating EBITDA including Fitch's estimate of
recurring cash distributions from unconsolidated entities less
recurring capital expenditures divided by total interest incurred
and preferred dividends. Fitch projects that coverage will surpass
3.0x over the next 12-to-24 months, driven by solid projected mid-
single-digit same-store performance for the seniors housing
operating portfolio and low-single-digit average growth for the
rest of the portfolio through 2014, coupled with incremental cash
flow from new investments. In a more adverse case than anticipated
by Fitch, coverage could decline below 2.5x, which is more
commensurate with a 'BBB-' rating for a healthcare REIT.

Leverage Expected to Rise

Net debt to trailing 12-month recurring operating EBITDA was 5.0x
as of Sept. 30, 2012. However, leverage is expected to rise toward
6.0x on a normalized basis, which is appropriate for the 'BBB'
rating, as proceeds from the November 2012 bond offering and
January 2013 term loan were used to fund acquisitions, including a
portion of the Sunrise portfolio acquisition in January 2013. In a
more adverse case than currently anticipated by Fitch, leverage
could rise above 6.5x, which is more appropriate for a 'BBB-'
rating for a healthcare REIT.

Strong Access to Capital and Adequate Liquidity

HCN raised approximately $6 billion of capital in 2012 including
unsecured bonds, unsecured term loans, follow-on common equity and
preferred equity. The company also upsized its credit facility
while increasing the term and lowering the rate, attesting to
solid lender support. HCN's liquidity position pro forma for
recent capital transactions and the closing of a portion of the
Sunrise acquisition is adequate, with total sources of liquidity
exceeding uses by 1.2x for the period Oct. 1, 2012 to Dec. 31,
2014. Sources of liquidity include unrestricted cash, unsecured
credit facility availability and projected retained cash flows
from operating activities after dividends and distributions. Uses
of liquidity include debt maturities including put options on
senior unsecured convertible notes, projected recurring capital
expenditures and projected development expenditures. Liquidity
coverage would improve to 1.7x if 80% of secured debt is
refinanced.

The company benefits from a staggered debt maturity schedule. Pro
forma for recent capital raises, the company has only 15.2% of
total debt maturing through 2014 and no more than 20% of total
debt maturing in any given year through 2018. HCN also has good
contingent liquidity. Unencumbered assets (unencumbered annualized
3Q'12 NOI divided by a stressed 9% cap rate) to unsecured debt
centered on 2.2x, which is appropriate for the 'BBB' rating.

RIDEA Exposure and Limited Reimbursement Risk

The portfolio exhibits the potential for increased cash flow
volatility from recent acquisitions in RIDEA operating
partnerships. RIDEA NOI represented 18.1% of total annualized
3Q'12 NOI, but is expected to exceed 30% of NOI subsequent to the
closing of the remainder of the Sunrise acquisition in July 2013.
Fitch views the increase as a moderate credit concern, as
increased cash flow volatility is partially mitigated by the
quality of the assets and the favorable near-to-medium term
fundamental outlook for seniors housing.

Approximately 80% of portfolio NOI is derived from private pay
sources, pro forma for the Sunrise acquisition. Therefore, the
company faces limited reimbursement and regulatory risk,
exemplified by the 11.1% reimbursement cut to skilled nursing
facilities mandated by the Centers for Medicare and Medicaid
Services (CMS) in fiscal 2012. The reimbursement cut was the
primary reason for cash flow coverage of skilled nursing
facilities tenants to drop to 1.84x for the nine months ended
Sept. 30, 2012, from 2.22x in FY2011. Healthcare operators will
continue to face reimbursement challenges, especially given
government budget issues.

Moderate Tenant Concentration

As of Sept. 30, 2012, Genesis HealthCare, LLC was the largest
tenant, representing 15.4% of invested capital, evidence of
moderate tenant credit risk. However, this is mitigated by the
solid performance of the Genesis portfolio, which is located in
attractive high barrier-to-entry Northeast and mid-Atlantic
markets, and the cross-collateralized lease structure.

Strong Management Team

HCN's management team has successfully managed the rapid growth of
the company while maintaining solid credit metrics and portfolio
performance. The company has demonstrated a commitment to pre-
funding acquisitions in a leverage neutral manner for the benefit
of unsecured bondholders.

Stable Outlook
The Stable Rating Outlook centers on HCN's normalized credit
metrics that are appropriate for the rating coupled with strong
liquidity and access to capital. In addition, Fitch expects
healthcare real estate to continue to benefit from positive
demographic trends and limited new supply.

Preferred Stock Notching

The two-notch differential between HCN's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR. These preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

What Could Trigger a Rating Action

The following factors may result in positive momentum in the
ratings and/or Rating Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining above
    3.0x (3Q'12 coverage was 2.5x);

-- Fitch's expectation of leverage sustaining below 5.5x (3Q'12
    leverage was 5.0x, but is expected to normalize in the high
    5.0x range);

-- Fitch's expectation of unencumbered assets to unsecured debt
    based on a 9% capitalization rate sustaining above 3.0x (this
    metric was 2.2x as of Sept. 30, 2012).

The following factors may result in negative momentum in the
ratings and/or Rating Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
    2.5x;

-- Fitch's expectation of leverage sustaining above 6.5x;

-- Fitch's expectation of unencumbered assets to unsecured debt
    sustaining below 2.0x;

-- Base case liquidity coverage sustaining below 1.0x (this
    metric was 1.2x as of Sept. 30, 2012).


HILLTOP FARMS: Seeks Use of Cash to Allow Equipment Payments
------------------------------------------------------------
Hilltop Farms, LLC, asks the Bankruptcy Court to modify its text
order dated Dec. 5, 2012, authorizing the Debtor to use cash
collateral of First Bank & Trust for December 2012, through
February 2013, to include secured equipment payments to John Deere
and Kuhn Financial which are contracted at 0% or similarly lower
rates of interest.

The Debtor relates that it did not have all the appropriate
contracts to determine those rates until after the initial cash
use motion was filed.  In addition, as part of this Stipulation,
Debtor and its secured lender have reached an agreement for cash
use through April 30, 2013, to get the Debtor to a point where a
plan for reorganization can be filed.

                     About Hilltop Farms, LLC

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HEARTHSTONE HOMES: Maturity of DIP Financing Extended to June 25
----------------------------------------------------------------
The Bankruptcy Court has approved the stipulation between C.
Randel Lewis, the Chapter 11 Trustee of Hearthstone Homes, Inc.,
and Wells Fargo Bank, N.A., which further extends the maturity
date of the $365,000 secured superpriority postpetition financing
from Wells Fargo to June 25, 2013.  Other than this modification,
no other changes were made.

                    About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes sought bankruptcy
protection after a deal to sell the company fell through.
Hearthstone Homes' principal business activities have been the
purchase, development and sale of residential real property for
40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The Official Committee of Unsecured Creditors was appointed on
March 2, 2012.  Gross & Welch, P.C., L.L.O., represents the
Committee.

On March 9, 2012, Wells Fargo Bank filed a motion to appoint a
Chapter 11 trustee, saying the Debtor had no unencumbered assets,
no cash, and no present source of income.  On March 13, an order
was entered granting the motion to appoint a Chapter 11 trustee.
The U.S. Trustee, through consultation with creditors, selected
C. Randel Lewis to be the Chapter 11 trustee, which was approved
by the Court on March 21, 2012.


IMAGEWARE SYSTEMS: John Callan Resigns from Board of Directors
--------------------------------------------------------------
John Callan, a member of ImageWare Systems, Inc.'s Board of
Directors since 2000, resigned from his position as a Director and
Chairman of the Compensation Committee, in order to devote more
time to the PostalVision 2020 Initiative he founded in 2010.  Mr.
Callan will continue to provide advisory services to the Company.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $10.49
million in total assets, $8.35 million in total liabilities and
$2.14 million in total shareholders' equity.


IMMUCOR INC: S&P Assigns 'BB-' Rating on $665MM Term Loan
---------------------------------------------------------
Standard & Poor's Ratings Services assigned Norcross, Ga.-based
Immucor Inc.'s $665 million term loan due 2018 a 'BB-' issue-level
rating, with a recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery of principal in
the event of a payment default.  The company will use proceeds
from the term loan to repay the existing term loan.  The impact on
debt leverage will be negligible.  As of Nov. 30, 2012, the
company's total reported debt was $1 billion.

The ratings on Immucor Inc. reflect its "fair" business risk
profile and "highly leveraged" financial risk profile.  Leverage
is high, around 7.3x, supporting S&P's financial risk assessment.
S&P believes the company's business risk profile is characterized
by its important role in blood transfusion procedures and its
position for recovery in demand for its products, which has been
hurt by global economic weakness.  Immucor is a manufacturer of
reagents and automated systems for blood typing and screening.

RATINGS LIST

Immucor Inc.
Corporate Credit Rating     B+/Stable/--

New Ratings

Immucor Inc.
$665M term loan due 2018    BB-
   Recovery Rating           2


IMPLANT SCIENCES: Incurs $3.7 Million Net Loss in Q2 2013
---------------------------------------------------------
Implant Sciences Corporation reported a net loss of $3.72 million
on $6.93 million of revenue for the three months ended Dec. 31,
2012, as compared with a net loss of $3.29 million on $1.13
million of revenue for the same period during the prior year.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $16.47 million on $8.35 million of revenue, as compared
with a net loss of $6.36 million on $2.16 million of revenue for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $4.67 million
in total assets, $42.17 million in total liabilities and a $37.50
million total stockholders' deficit.

Glenn D. Bolduc, President and CEO of Implant Sciences, commented,
"During our recently concluded second quarter, Implant Sciences
achieved a number of important strategic goals that we believe
position the Company for consistent sustainable growth.  We have
taken important steps to broaden the markets we serve, increase
our revenue opportunities, and improve our financial stability.
In addition, a number of officers and directors of the Company
exercised stock options to purchase 876,000 of Implant Sciences'
stock, clearly demonstrating our commitment to and belief in the
Company."

Mr. Bolduc concluded, "TSA approval and delivery of the India
Ministry of Defence order are very significant achievements which
we believe establishes our credibility as the next generation
explosives technology in the competitive global trace explosives
industry.  The influx of industry talent that we have recruited
over the past twelve months provides a solid foundation from which
to build upon as we work to innovate new products and technology,
and grow our market share and revenues.  We have much work ahead
of ourselves, but remain excited about our future prospects."

A copy of the press release is available at http://is.gd/2yq8GZ

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$4,915,000 in cash available from our line of credit with DMRJ, at
September 30, 2012, we will require additional capital in the
third quarter of fiscal 2013 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws."


INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term Issuer Default
Rating (IDR) for International Rectifier Corp. (IR) (NYSE: IRF)
and assigned a 'BB' rating to the company's $100 million senior
unsecured revolving credit (RCF) facility expiring 2016.

The Rating Outlook is Stable. The company has no outstanding
public debt.

The ratings and Stable Outlook incorporate Fitch's expectations
for revenues gradually strengthening through calendar 2013 from
cyclical lows reached in calendar 2012. Positive momentum for new
orders in several businesses point to a modest recovery in the
back half of calendar 2013.

Operating profitability will be negative (low- to mid-single
digits) in calendar 2013, due to lower revenues and IR reducing
utilization rates to clear excess inventory. Restructuring
initiatives should reduce operating expenses to enable break-even
operating profitability at $240 million of quarterly revenues over
the intermediate-term.

Free cash flow (FCF) should be modestly negative to break-even for
calendar 2013, depending upon the pace of recovery and inventory
liquidations. Beyond the near term, annual FCF likely will remain
uneven, ranging from -$100 million to $100 million. The company's
plans to increase outsourcing should reduce capital intensity over
the longer term, strengthening the company's FCF profile.

Over the longer term, increasing power management needs for energy
efficiency will provide solid revenue growth opportunities.
Leading positions in automotive and aerospace will provide longer
product life cycle growth with greater demand visibility.
Industrial, appliance, and computing markets will remain cyclical
but with attractive long-term growth characteristics.

The company currently is on track with restructuring its footprint
to achieve annual cost savings of $26 million. IR should achieve
$15 million of these savings beginning in the June 2013 quarter,
with the balance being realized in the middle of calendar 2015.

IR's plans to increase its level of outsourcing for manufacturing
to 50% from 30% and packaging and test to 70% from 50% will reduce
structural capital spending. Fitch believes the customized nature
of many of IR's solutions may limit further manufacturing
outsourcing from 50% of total.

The rating and Outlook continue to be supported by IR's:

-- Technology leadership and resultant leading share in core
    power management markets;

-- Addressable market growth driven by long-term secular trends
    of increased electronics content and demand for energy
    efficiency; and

-- Diversified customer and geographic sales mix.

Ratings concerns continue to center on the company's:

-- Uneven annual FCF;

-- Substantial structural investments in research and development
    (R&D) and, to a lesser degree, capital spending, pro forma for
    the company's plan to increase outsourcing;

-- Small revenue base in its sole focus on the discrete power
    management market, which includes several participants with
    greater scale and financial flexibility.

SENSITIVITY/RATING DRIVERS

Fitch believes positive rating action is unlikely in the absence
of:

-- Significant market share gains, likely from robust penetration
    of gallium nitride based products that also will increase the
    size of the company and diversification of its customer base;

-- Strengthened FCF profile from a combination of higher mid-
    cycle revenues and lower capital intensity.

Negative rating actions could result from:

-- Weaker than expected revenue growth, suggesting a weakening of
    the company's technology leadership position.

-- Significant cash usage in fiscal 2013 from i) lower than
    expected revenue growth or lingering excess inventory, or ii)
    aggressive share repurchases.

As of Dec. 31, 2012, Fitch believes IR's liquidity was sufficient
and supported by:

-- Approximately $377 million of cash, cash equivalents and
    short-term investments; and

-- An undrawn $100 million RCF expiring November 2016.

Annual FCF should continue to range from slightly negative to
modestly positive over the longer term. The company has no public
debt and Fitch believes the company has limited capacity at the
current rating for debt incurrence.


J.C. PENNEY: Disputes Brown Rudnick's Notice of Bond Default
------------------------------------------------------------
J. C. Penney Company, Inc. on Feb. 4 disclosed that it received a
letter dated January 29, 2013 from Brown Rudnick LLP claiming to
represent holders of more than 50% of the Company's 7.4%
Debentures due 2037.  The letter purports to be a Notice of
Default under the Indenture for these Debentures dated April 1,
1994 between J. C. Penney Company, Inc. and U. S. Bank National
Association as trustee.  The Company strongly believes the Notice
of Default is invalid and utterly without merit.

Brown Rudnick LLP alleges that the Company violated the Indenture
by entering into an inventory-secured Credit Agreement in January
2012 without providing for equal and ratable security for the
Debenture holders.  However, the granting of a security interest
in inventory pursuant to the Credit Agreement does not constitute
an event of default under the Indenture.  Pursuant to the
Indenture, the negative covenant extends only to "principal
property" -- which does not include inventory.  Furthermore, the
Company has never had any loans outstanding under the Credit
Agreement, and because the Indenture only covers "indebtedness for
money borrowed," the Company's entry into the Credit Agreement
would not have triggered the Indenture provision in any case.  The
Company has publicly disclosed for some 10 years that it has had
various undrawn credit facilities secured by inventory with no
bondholder allegations of violation of the Indenture.

The Company on Feb. 4 filed an action for injunctive and
declaratory relief in support of its position in the Court of
Chancery of the State of Delaware.  The action seeks an order
enjoining the trustee from declaring an event of default as well
as an order declaring that the Company is not in default of the
Indenture governing the Debentures.

Ken Hannah, chief financial officer of jcpenney said, "We believe
this notice of default is invalid, completely without merit and is
intended to create self-interested trading opportunities in the
market, and we will therefore vigorously defend the interests of
jcpenney and all of our constituencies in all appropriate forums."

J. C. Penney Company, Inc. is a holding company whose principal
operating subsidiary is J. C. Penney Corporation, Inc. (JCP).
The Company is a retailer, operating 1,106 department stores in 49
states and Puerto Rico as of January 29, 2011.  Its business is
consists of selling merchandise and services to consumers through
its department stores and through the Internet Web site at
jcp.com.  he Company sells family apparel and footwear,
accessories, fine and fashion jewelry, beauty products through
Sephora inside jcpenney and home furnishings.  In addition, its
department stores provide its customers with services, such as
styling salon, optical, portrait photography and custom
decorating.


JAI MATAJI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jai Mataji, Inc.
        601 Anastasia Blvd.
        Saint Augustine, FL 32080

Bankruptcy Case No.: 13-00605

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: William B. McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: (904) 391-0030
                  Fax: (904) 391-0031
                  E-mail: court@jacksonvillebankruptcy.com

Scheduled Assets: $1,059,420

Scheduled Liabilities: $4,813,457

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/flmb13-00605.pdf

The petition was signed by Navin D. Patel, president.


JAMES RIVER: Invesco Lowers Equity Stake to Less Than 1%
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Invesco Ltd. disclosed that, as of Dec. 31,
2012, it beneficially owns 63,926 shares of common stock of James
River Coal Company representing 0.2% of the shares outstanding.
Invesco previously reported beneficial ownership of 2,364,741
common shares or a 6.6% equity stake as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/YYTRQR

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.28 billion in total assets, $947.34 million in total
liabilities and $341.87 million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JILL ACQUISITION: Moody's Affirms 'Caa1' CFR; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service revised Jill Acquisition LLC's outlook
to positive from stable. All other ratings including the Caa1
Corporate Family Rating and B3(LGD 3, 40%) assigned to J. Jill's
Term Loan were affirmed.

The following ratings were affirmed:

Jill Acquisition LLC:

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1-PD

JJ Lease Funding Corporation:

  $86.5 million secured term loan at B3 (LGD 3, 40% from LGD 3,
  37%)

Ratings Rationale:

The revision to a positive outlook reflects the recent improvement
in sales, and earnings which if sustained could lead to upward
momentum for the rating. Over the course of 2012 J. Jill has
experienced strong same store sales growth in their retail channel
as well as robust online growth and meaningfully expanded
operating margins which has improved leverage and significantly
increased the cushion on their covenants. The positive outlook
reflects Moody's belief that the company will be able to maintain
current earnings levels. While Moody's outlook is positive, the
company's interest cost following a refinancing in 2012 remains
high, which will limit the company's ability to lower overall debt
levels.

J. Jill's Caa1 Corporate Family Rating reflects the company's
minimal pro-forma interest coverage, with EBITDA-Capex to cash
interest of close to one time for the most recent LTM period. The
rating also reflects the company's modest scale in the highly
fragmented women's sportswear category and its recent inconsistent
execution. J.Jill's leverage, with debt/EBITDA (including Moody's
standard analytical adjustments for operating leases) currently
6.2 times as of October 2012, has improved considerably over the
course of 2012 due to improved operating performance. J. Jill will
need to sustain recent results to maintain good levels of headroom
under its financial covenants, which will step down each of the
next few quarters. Moody's believes J. Jill has brand awareness
within its target customer demographic and the company's
meaningful online business provides additional diversity beyond
its current brick and mortar store base.

The positive outlook reflects recent improved trends in sales and
operating earnings. If earning is sustained at the current level,
could lead to upward rating momentum. Continued positive earnings
would result in improved credit metrics and greater headroom under
the company's financial covenants. Quantitatively, ratings could
be upgraded if debt/EBITDA approached the low 6 times range and
EBITDA-Cap Ex/cash interest expense exceeded 1.25 times while
demonstrating a good liquidity profile.

Ratings could be downgraded if the company's currently adequate
liquidity profile were to erode, or if otherwise the probability
of default were deemed to rise. The rating outlook could be
revised to stable if Moody's expected covenant headroom to narrow,
if debt/EBITDA returned to the high six times range or EBITDA-Cap
Ex/cash interest expense were to return to the low 1 times range.

Headquartered in Quincy, Massachusetts, J Jill Acquisition LLC is
a retailer of women's apparel, footwear and accessories though the
internet, catalogs and 226 retail stores. LTM revenues as of
October 27, 2012 are around $411 million.

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


JNC WELDING: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JNC Welding & Fabricating, Inc.
        3759 NW 126th Avenue
        Pompano Beach, FL 33065-2424

Bankruptcy Case No.: 13-12521

Chapter 11 Petition Date: February 1, 2013

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

Judge: Raymond B. Ray

Debtor's Counsel: Julie E. Hough, Esq.
                  BRINKLEY MORGAN
                  200 E. Las Olas Blvd.
                  19th Floor
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 522-2200
                  Fax: (954) 522-9123
                  E-mail: julie.hough@brinkleymorgan.com

Scheduled Assets: $537,515

Scheduled Liabilities: $1,096,068

A copy of the Company's list of its 14 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-12521.pdf

The petition was signed by James Noel, president.


KGB: S&P Alters Rating Outlook to Negative; Affirms 'B-' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
directory assistance and information provider kgb to negative from
developing and affirmed the 'B-' corporate credit rating on the
company.  At the same time, S&P raised the issue-level rating on
the company's second-lien loan to 'B' from 'CCC' and revised the
recovery rating to '2' from '6' following the repayment of its
first-lien term loan.  The '2' recovery rating indicates the
expectation for substantial (70% to 90%) recovery following a
payment default.

"The outlook revision reflects our view that there are limited
prospects for an upgrade over the next year given the company's
'vulnerable' business risk profile, reflecting secular declines in
the company's core directory assistance business for phone users
in Europe and the U.S.," said Standard & Poor's credit analyst
Olen Honeyman.  The ratings incorporate S&P's expectation that
EBITDA will decline in 2013 due to ongoing erosion of call
volumes, coupled with high operating expenses in the online deals
and call-center businesses, which S&P believes will largely offset
increases in net revenues per call.  In S&P's view, these risks
overshadow the company's strong brand identity in key European
markets and low leverage for the rating, coupled with S&P's
expectation for continued, albeit declining, free operating cash
flow (FOCF) generation.

Debt to EBITDA was 2.2x for the 12 months ended Sept. 30, 2012,
including S&P's adjustments to add the liquidation value of the
preferred stock to debt.  The company is a wholesale provider of
directory assistance services in the U.S., and a retail provider
in a number of markets in Europe, including the U.K., France,
Ireland, Switzerland, and Austria.  Margins in the overall
European retail and wholesale business remain attractive--in the
60% area--and these businesses have minimal capital spending
requirements.  However, call volumes have continued to decline in
the past few years due to changing cellphone user behavior, which
may be exacerbated by the weak economy and price increases kgb
has implemented.  For the nine months ended Sept. 30, 2012, call
volumes were down sharply versus the prior period.

The outlook is negative, indicating a one-third or greater
probability of a downgrade over the next year.  If the company
successfully extends the maturity of its revolving credit facility
and S&P sees a clear path for the company to either refinance or
repay its second-lien loan by its scheduled maturity, S&P could
revise the outlook to stable and its liquidity assessment to
either "less than adequate" or "adequate".

Conversely, S&P could lower the ratings if the company can't
address its 2013 revolving credit facility and second- lien term
loan maturities and S&P consider a debt restructuring more likely.


LA JOLLA: Highlights Need to Obtain $10.6 Million in Financing
--------------------------------------------------------------
La Jolla Pharmaceutical Company hosted a presentation at the 2013
Orlando World MoneyShow.  George F. Tidmarsh, MD, PhD, the
Company's chief executive officer, disclosed that as of the third
quarter of 2012 cash was $3.36 million, which amount will take the
Company through 2013.  An additional $10.6 million in secured
financing will take the Company through 2015.  The Company
projected R&D spending to be 60% of the total cash burn.

A copy of the presentation from the event is available at:

                        http://is.gd/2BySbK

                About La Jolla Pharmaceutical Company

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

                   About La Jolla Pharmaceutical

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

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

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

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


LAKELAND DEV'T: Ridgeline Expects to Close Santa Fe Springs Deal
----------------------------------------------------------------
Ridgeline Energy Services Inc. said that in accordance with the
terms of Santa Fe Springs transaction between Ridgeline and
Lakeland Development Company and Lakeland Processing Company
Ridgeline has placed $3,000,000 in cash and Ridgeline stock into
escrow with the land title company First American Title Insurance
Company.

One of the conditions of closing is that Ridgeline is to receive
confirmation that operating and discharge permits would be granted
or transferred at closing.  These permits are from the Los Angeles
Sanitation Department (Discharge Permit) the Conditional Use
Permit (CUP) from the City of Santa Fe Springs.  Ridgeline has
been issued a Discharge Permit and also received a letter from the
City of Santa Fe Springs indicating the CUP will transfer on
closing of the transaction.

Final distribution of funds to the Vendor and other beneficiaries
is expected to occur once the Bankruptcy Court Judge has approved
the distribution of funds.  Ridgeline expects that this final step
can occur within 14 to 16 days.

Tony Ker, Ridgeline CEO stated "Our Santa Fe Springs facility
continues to grow in both revenue and profit performance.  We have
successfully installed three additional water treatment units and
now stand ready to increase volume and opportunity".

              About Ridgeline Energy Services Inc.

Ridgeline Energy Services Inc. is an energy services and water
treatment technology company.  The Company is applying proprietary
technology to treat water generated from industrial and commercial
waste water markets. These markets include a wide variety of
clients across a broad spectrum of industries including oil and
gas.  Through its environmental consulting and remediation
divisions, Ridgeline Environment has built a reputation as an
established provider of environmental services to the Western
Canadian oil and gas industry.  Ridgeline GreenFill provides soil
remediation and wet waste disposal services to the oil and gas
industry.

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LATTICE INCORPORATED: Friedlander Discloses 4.2% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Friedlander & Co., Inc., disclosed that, as
of Dec. 31, 2012, it beneficially owns 1,324,200 shares of common
stock of Lattice Incorporated representing 4.2% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/wB0I54

                          About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

As reported in the TCR on April 10, 2012, Acquavella, Chiarelli,
Shuster, Berkower & Co., LLP, in Iselin, N.J., expressed
substantial doubt about Lattice's ability to continue as a going
concern.  The independent auditors noted that the Company requires
additional working capital to meet its current liabilities.

The Company's balance sheet at Sept. 30, 2012, showed $5.4 million
in total assets, $6.5 million in total liabilities, and a
stockholders' deficit of $1.1 million.


LIBERACE FOUNDATION: Okayed to Pay Wages in Ordinary Course
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered an
order:

   -- authorizing Liberace Foundation for the Creative Arts to pay
      its obligations to its existing employees and meet its
      payroll-related obligations in the ordinary course of
      business, nunc pro tunc, as of the Petition Date;

   -- authorizing Liberace to remit amounts to U.S. Bank National
      Association if the Debtor failed to meet any obligations
      through use of the rents generated by its real property; and

   -- disapproving payment of pre-bankruptcy claims of its
      employees absent further order of the Court.

The Debtor, in its motion, requested for authorization to (i) make
employee benefit contributions or payments to for the benefit of
their employees; (ii) pay all costs incident to prepetition
compensation  and benefits as the tax obligations and processing
costs; (iii) honor certain PTO accruals, reimburse employees for
reimbursable business expenses, all in accordance to the stated
policies of LVMC with respect thereto; and (v) continue to pay
premiums for its workers' compensation insurance policy.  The
Debtor said that it has sufficient cash on hand to honor all of
the employee-related obligations.  The Debtor has in excess of
$300,000 either in cash or in its unencumbered liquid securities
accounts as of the Petition Date.

U.S. Bank, as trustee, Successor-in-Interest to Bank of America,
N.A., as trustee, Successor-by-Merger to LaSalle Bank National
Association, as trustee, for the Registered Holders of Bear
Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-WF2, by and through
CWCapital Asset Management LLC, solely in its capacity as Special
Servicer, objected to the Motion stating that it does not consent
to the use of cash collateral to pay the claims because, among
other things:

   -- the Debtor provided no explanation for the sources of the
      funds being used to make the payments requested through the
      motion;

   -- the Debtor did not provide any justification for making any
      payments to vendors;

   -- the Debtor has not sought approval for the use of the cash
      collateral.

                    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.




LIFEPOINT HOSPITALS: Moody's Affirms Ba2 CFR After Loan Upsizing
----------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of
LifePoint Hospitals, Inc., including the Ba2 Corporate Family
Rating and Ba2-PD Probability of Default Rating, following the
upsizing of the company's new term loan B to $325 million from
$225 million. Moody's also upgraded LifePoint's Speculative Grade
Liquidity Rating to SGL-1 from SGL-2. The outlook for the ratings
remains stable.

The increase in the term loan above the $225 million needed to
refinance the company's 3.25% convertible subordinated notes will
modestly increase leverage. However the company's liquidity
profile is strengthened through the $100 million increase in
available cash and the elimination of any uncertainty around the
potential for the convertible subordinated notes to be put back to
the company and the company's ability to fund the tender for the
notes. Under the terms of the indenture, the notes are puttable
back to the company on March 2013. LifePoint has announced a
tender for the notes prior to the put date.

Following is a summary of Moody's rating actions.

Ratings affirmed / LGD assessments revised:

  Senior secured revolving credit facility expiring 2017, at Ba1
  (LGD 3, 36%) from Ba1 (LGD 3, 31%)

  Senior secured term loan A due 2017, at Ba1 (LGD 3, 36%) from
  Ba1 (LGD 3, 31%)

  Senior secured term loan B due 2017, at Ba1 (LGD 3, 36%) from
  Ba1 (LGD 3, 31%)

  6.625% senior unsecured notes due 2020, at Ba1 (LGD 3, 36%)
  from Ba1 (LGD 3, 31%)

  3.25% convertible senior sub notes due 2025, at Ba3 (LGD 5,
  85%) from Ba3 (LGD 5, 84%)

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

Ratings upgraded:

  Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings Rationale:

LifePoint's Ba2 Corporate Family Rating reflects Moody's
expectation that the company's operating performance will result
in strong interest coverage and cash flow coverage of debt.
Leverage is expected to remain moderate and could increase
modestly as the company pursues acquisitions and share repurchase
activity. The rating also incorporates Moody's expectation of a
continuation of the difficult operating environment characterized
by increasing reimbursement pressures and weak volume trends.

Given the expectation that leverage will not likely decline
meaningfully beyond current levels and could increase modestly,
Moody's does not expect an upgrade in the near term. However,
Moody's could upgrade the rating if the company grows earnings
through acquisitions that do not significantly disrupt operations
or require a material use of incremental debt, such that debt to
EBITDA is sustained at or below 3.0 times.

Moody's could downgrade the rating if it believes LifePoint's
financial policy is becoming more aggressive and it pursues debt
financed acquisitions or share repurchases or if the company
experiences operating challenges such that leverage is expected to
approach 4.0 times.

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

Headquartered in Brentwood, Tennessee, LifePoint operates general
acute care hospitals with operations predominantly in non-urban
communities. The company generated revenue of approximately $3.9
billion, before considering the provision for doubtful accounts
($3.3 billion net of the provision), for the twelve months ended
September 30, 2012.


LIQUIDMETAL TECHNOLOGIES: Appoints Bob Howard-Anderson to Board
---------------------------------------------------------------
Liquidmetal Technologies, Inc., appointed Bob Howard-Anderson to
its board of directors effective Jan. 31, 2013, increasing the
number of directors of the Company from five to six.

"Bob brings to Liquidmetal Technologies more than 30 years of
technical and executive management experience with large scale
research and product development programs," said Abdi Mahamedi,
chairman of Liquidmetal Technologies.  "We look to benefit from
his advice and guidance as we continue the commercialization of
our unique Liquidmetal amorphous alloy."

Bob Howard-Anderson served as president and CEO of Occam Networks,
a leading provider of broadband access solutions, from May 2002
until it was acquired by Calix Inc. in February 2011.  He was
previously vice president of product operations at Procket
Networks from 2000 to 2002, where he was responsible for R&D,
product management and manufacturing operations.  He also served
as a vice president of engineering at Sun Microsystems,
responsible for developing and introducing a broad portfolio of
products.  He earned his Bachelor of Science degree in electrical
engineering with a physics concentration from Tufts University.

                    About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company's balance sheet at Sept. 30, 2012, showed
$10.93 million in total assets, $15.68 million in total
liabilities and a $4.75 million total shareholders' deficit.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.


LOCAL SERVICE: Scheduling/Planning Conference Set for March 11
--------------------------------------------------------------
In the lawsuit styled, ONYX PROPERTIES LLC, a Colorado Limited
Liability Company, EMERALD PROPERTIES, LLC, a Colorado Limited
Liability Company, VALLEY BANK AND TRUST, a Colorado State Bank,
PAUL NAFTEL, an individual, SHAUNA NAFTEL, an individual, and
LOCAL SERVICE CORPORATION, the Estate of Chapter 11 Bankruptcy in
re: Simon E. Rodriguez, Trustee, Plaintiffs, v. BOARD OF COUNTY
COMMISSIONERS OF ELBERT COUNTY, in its official capacity,
Defendant, Civil Action No. 10-cv-01482-LTB-KLM (D. Colo.),
Colorado Magistrate Judge Kristen L. Mix directed the parties to
appear at a Scheduling/Planning Conference pursuant to Fed. R.
Civ. P. 16(b) on March 11, 2013, commencing at 11:00 a.m. in
Courtroom C-204, Second Floor, Byron G. Rogers United States
Courthouse, 1929 Stout Street, in Denver.

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

The Plaintiffs owned large tracts of property in Elbert County,
Colorado, that they sought to divide into 35-acre parcels for
development and sale in 2004 to 2006.  The Plaintiffs filed the
lawsuit against the Board of County Commissioners in June 2010,
assert that the BOCC violated their constitutional rights to due
process by improperly enacting and subsequently enforcing illegal
or non-existent zoning regulations, and related zoning map,
against them and other property owners in Elbert County.  The
Plaintiffs raise individual claims under 42 U.S.C. Sec. 1983 for
the loss of their individual property rights without due process
of law.  They also assert class claims under Sec. 1983 against the
BOCC seeking damages and injunctive relief.

In January 2013, District Judge Lewis T. Babcock denied the Motion
for Class Certification Pursuant to Rule 23, Fed. R. Civ. P.,
filed by the Plaintiffs.  Judge Babcock said the proposed class is
not sufficiently cohesive to warrant adjudication by
representation.

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


LOCATION BASED TECHNOLOGIES: Amends Securities Pact with ECPC
-------------------------------------------------------------
Location Based Technologies, Inc., amended the Securities Purchase
Agreement previously entered into with ECPC II Capital, LLC, on
Dec. 12, 2012, pursuant to which the Company issued a Secured
Convertible Promissory Note in exchange for an investment of up to
$1,000,000.  The Company also amended the Note.

The Amended Note is convertible into the Company's common stock at
$0.20 per share, and is due on July 30, 2013.  The loan evidenced
by the Amended Note is secured by a security interest in three of
the Company's patents.

A copy of the Amended Security Purchase Agreement is available at:

                        http://is.gd/CxweWX

                  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: Creditors Meeting, Schedules Deferred
-----------------------------------------------------------
LodgeNet Interactive Corp. and its affiliates sought and obtained
an order from the Bankruptcy Court directing that the 11 U.S.C.
Sec. 341(a) meeting of creditors is deferred until confirmation of
the Debtors' Prepackaged Plan and need not be convened unless the
Plan is not confirmed by 60 days after the Petition Date.

The Debtors also obtained an order waiving the requirement for
them to file schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, and statements of
financial affairs if the Plan is confirmed within 60 days.

LodgeNet has secured overwhelming support from its lenders, having
received lenders' votes in excess of the amounts needed for the
court to approve its plan of reorganization.  LodgeNet expects to
complete the Chapter 11 process in 60 days.

The Debtors will seek confirmation of the Plan at a hearing on
March 7.

                          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: Final Hearing on DIP Financing on Feb. 27
---------------------------------------------------------------
The bankruptcy judge at the end of January granted interim
approval to the request of LodgeNet Interactive Corporation and
its affiliated debtors to obtain $15 million of financing from
certain prepetition lenders, led by Gleacher Products Corp. as DIP
agent.  Judge Shelley Chapman will convene a final hearing on
Feb. 27, 2013, at 10:00 a.m. Eastern Time.  Objections are due
Feb. 20 at 5:00 p.m.

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

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

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

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

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

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

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


LODGENET INTERACTIVE: Moorgate Tasked to Locate Investor or Buyer
-----------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates ask the
Bankruptcy Court for permission to employ Moorgate Securities LLC
as investment banker.

Since April 23, 2012, Moorgate has provided investment banking
services, among others, to the Debtors in connection with the
potential sale of the Debtors and/or their efforts to raise
capital.

During the Chapter 11 case, Moorgate will continue providing a
broad range of necessary investment banking services, including:

   a. provide business development, introductions to business
      contacts, strategic client and business opportunities, and
      strategic management, planning and advisory services in
      connection with potential capital transactions and mergers
      and acquisitions;

   b. identify and/or locate prospective purchasers for the
      Company and introduced prospective purchasers to the
      Company; and

   c. reasonably assist in the transaction process.

Subject to Court approval, the Debtors will compensate Moorgate on
these terms:

       a. Work Fee: A fee equal to (i) an initial payment of
$60,000 and (ii) additional monthly payments of $20,000, in
advance on the first day of each calendar month during the Term
with the first monthly payment to cover May 2012.

       b. Transaction Fee: A cash fee between $500,000 and
$800,000 depending on consideration from the transaction (merger
or a sale of all or substantially all of the stock or assets of
the Company to any person or entity, excluding existing partners
or shareholders or to an employee stock ownership plan):

        Total Consideration             Transaction Fee
        -------------------             ---------------
        Up to $520,000,000                  $500,000
        $520,000,000 to $530,000,000        $533,000
        $530,000,000 to $540,000,000        $567,000
        $540,000,000 to $550,000,000        $600,000
        $550,000,000 to $560,000,000        $633,000
        $560,000,000 to $570,000,000        $667,000
        $570,000,000 to $580,000,000        $700,000
        $580,000,000 to $590,000,000        $733,000
        $590,000,000 to $600,000,000        $767,000
        Greater than $600,000,000           $800,000

       c. Minority Transaction Fee: A fee, if the Company (i)
completes a transaction which is not involving the sale of any
equity securities that represent less than 50% of the outstanding
capital stock of the Company on a fully diluted basis equal to 1%
of the Transaction Value of such qualified minority transaction,
subject to a maximum of $200,000.

      d. Fee Tail: Following any termination of the agreement
without "Cause," Moorgate will be entitled to a transaction fee
calculated in the manner provided with respect to any transaction
or qualified minority transaction if and only if such transactions
are consummated at any time within the 12-month period following
the termination of the agreement.

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

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

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

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

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


LODGENET INTERACTIVE: Proposes KCC as Administrative Agent
----------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates seek authority
to employ Kurtzman Carson Consultants LLC as administrative agent
in their Chapter 11 cases.

The Debtors seek to retain KCC to provide, among other things, the
following bankruptcy administrative services, if and to the extent
requested:

   a. Tabulate votes and perform subscription services as may be
      requested or required in connection with any plan filed by
      the Debtors, and provide ballot reports and related
      balloting and tabulation services to the Debtors and their
      professionals, to the extent necessary;

   b. Generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results;

   c. Manage any distribution pursuant to any plan prior to the
      effective date of the plan; and

   d. Perform other administrative services as may be requested by
      the Debtors.

KCC will charge at rates that are comparable to those charged by
other providers of similar services and they are at least as
favorable as the rates KCC charges to other chapter 11 debtors for
similar services.

As part of compensation payable to KCC under the terms of the
Agreement, the Debtors have agreed to certain indemnification and
contribution obligations.

                          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.


LUMBER PRODUCTS: Court Confirms Trustee's Plan of Liquidation
-------------------------------------------------------------
The Bankruptcy Court has confirmed the Chapter 11 Plan of
Liquidation proposed by Edward C. Hostmann, the Chapter 11 Trustee
for the estate of Lumber Products, an Oregon Corporation.

A copy of the Order Confirming the Trustee's Plan of Liquidation
is available at:

        http://bankrupt.com/misc/lumberproducts.doc1537.pdf

As reported in the Troubled Company Reporter on Oct. 5, 2012, the
Plan dated Aug. 30, 2012, provides that all of the Debtor's
remaining assets (primarily real property) will be reduced to cash
by the Plan Agent and the proceeds will be distributed to the
Debtor's creditors as provided in the Plan.

The salient terms of the plan of liquidation are:

     A. All Administrative and Priority Claims will be paid in
        full.

     B. Holders of Unsecured Claims in an amount equal to or less
        than $14,000 (referred to as Convenience Claims) will
        receive in full satisfaction of such Claims a one-time
        payment in an amount equal to 10% of their Claim, with
        such payment to occur within 90 days of the Effective Date
        of the Plan.

     C. Holders of General Unsecured Claims will receive on
        account of such claims one or more pro rata distributions
        of available cash when sufficient funds are available for
        the Plan Agent to make meaningful distributions.  The
        Trustee estimates that distributions to General Unsecured
        Creditors could range from 5% to 12% of their general
        unsecured claim.

     D. As of the Effective Date, all Equity Interests will be
        canceled.

     E. Creditors holding Secured Claims will be paid from the
        proceeds of the Collateral securing their Claims.

From and after the Effective Date, the Debtor will be managed by a
Plan Agent who will be the sole shareholder, director, and officer
of Debtor and who will have full power and authority to manage the
Debtor and carry out the provisions of the Plan, subject to
oversight by the Unsecured Creditors Committee.  In general, on
the Effective Date of the Plan, the Plan Agent will succeed to the
rights, duties, and obligations of the Trustee.

A copy of the Plan of Liquidation is available for free at:

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

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


MARANGI FAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Marangi Family, L.P.
        400 Beach Road, Apt. 701
        Jupiter Island, FL 33469

Bankruptcy Case No.: 13-12473

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Glenn D Moses, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2 St #4400
                  Miami, FL 33131
                  Tel: (305) 372-2522
                  Fax: (305) 349-2310
                  E-mail: gmoses@gjb-law.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Jeffrey Marangi, authorized officer.


MERRIMACK PHARMACEUTICALS: To Issue 3.3MM Shares Under Plan
-----------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed a Form S-8 with the U.S.
Securities and Exchange Commission relating to registration of 3.3
million shares of the Company's common stock issuable under the
2011 Stock Incentive Plan for a proposed maximum aggregate
offering price of $20.5 million.  A copy of the Form S-8
prospectus is available at http://is.gd/XNUKqw

The Company also filed with the SEC a prospectus relating to the
offerings of up to $200,000,000 woth of securities.  The Company
may offer these securities in amounts, at prices and on terms
determined at the time of offering.  The Company's common stock is
listed on The NASDAQ Global Market under the symbol "MACK."  A
copy of the Form S-1 prospectus is available at:

                        http://is.gd/ZjDe6s

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' 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 from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.

The Company's balance sheet at Sept. 30, 2012, showed $123.21
million in total assets, $110.19 million in total liabilities,
$222,000 in non-controlling interest, and $12.79 million in total
stockholders' equity.


METROPCS COMMS: S&P Retains 'B+' CCR on CreditWatch After Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on MetroPCS Communications Inc. remains on
CreditWatch, where it was placed with positive implications on
Oct. 3, 2012, following the announcement of a merger agreement
with T-Mobile USA, a subsidiary of Germany's Deutsche Telekom AG.
S&P now expects that it will raise its corporate credit rating on
MetroPCS  to 'BB' from 'B+' and remove it from CreditWatch upon
completion of the merger.

The 'BB' and 'B' issue-level rating on subsidiary MetroPCS
Wireless Inc.'s respective senior secured and senior unsecured
debt remain on Credit Watch with positive implications as well.
While S&P has some information on the company's proposed capital
structure according to its original merger announcement, S&P do
not yet have sufficient detail on management's definitive
financing plans to indicate the likely ratings for these debt
instruments.  Once the company announces its definitive plans, S&P
will incorporate this information in its recovery analysis and
indicate what the issue-level and recovery ratings for these debt
instruments are likely to be upon the merger's completion.

"In our view, the merger of MetroPCS and T-Mobile USA creates an
entity with greater scale, an improved wireless spectrum position
and potential for significant cost savings over time, which we
preliminarily believe will be consistent with a "fair" business
risk profile as opposed to our current assessment of a "weak"
business risk profile.  We also believe the financial risk profile
will remain "aggressive" based on our expectations which include
debt to EBITDA including our adjustments remaining in the mid-4x
area for the foreseeable future," S&P said.

The combination of a "fair" business risk profile and an
"aggressive" financial risk profile will likely lead to a stand-
alone credit profile of 'bb-' for the combined company, and S&P
expects to impute one notch of support from the higher-rated 74%
owner Deutsche Telekom AG (BBB+/Stable/A-2), leading to a 'BB'
corporate credit rating.

S&P expects to resolve the CreditWatch, including the likely
upgrade of S&P's corporate credit rating on MetroPCS to 'BB', upon
completion of the merger, which S&P expects to occur by mid-2013.
S&P expects to give additional details on likely issue-level and
recovery ratings prior to the merger's completion.


MONEE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Monee Hospitality, Inc.
        dba Red Roof Inn
        fdba Holiday Inn Express
        10327 Sandy Ln Munster
        Munster, IN 46321

Bankruptcy Case No.: 13-04100

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Edmund G. Urban, III, Esq.
                  URBAN & BURT LTD
                  5320 W 159th St.
                  Oak Forest, IL 60452
                  Tel: (708) 687-5200
                  Fax: (708) 687-5278
                  E-mail: iii@urbanburt.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-04100.pdf

The petition was signed by Jagdish Patel, president.


MUNDY RANCH: Shareholder's Plan Offers Full Payment to Rabo
-----------------------------------------------------------
On Jan. 9, 2013, Robert Mundy, a shareholder of debtor Mundy Ranch
Inc., submitted to the Bankruptcy Court a proposed Chapter 11 Plan
of Reorganization for the Debtor.

According to Robert Mundy, the Debtor failed to file its own Plan
within the time allowed.  Robert Mundy is the son of the James
Mundy, the president and person in control of the Debtor.  The
entire beneficial interest of the Debtor is owned by James Mundy,
sons Robert and Mark Mundy, or by children of Mark Mundy.

Mundy's Plan proposes to treat claims and interests as follows:

  (1) The scheduled amount of the New Mexico Department of
Taxation and Revenue Priority Claim in Class 1 will be paid from
the first available liquidation proceeds after all administrative
claims and all Class 2, 3 and 4 claims have been paid, together
with interest.

  (2) The Class 2 Claim of Rio Arriba County, secured by statutory
lien on all of the Debtor's real property assets, will be paid in
full from the proceeds of the liquidation of each parcel of real
property, as each parcel is sold, together with interest.

  (3) The Class 3 claim of Rabo Agrifinance, secured by first
mortgage on the Mundy Ranch, will be paid from the liquidation
proceeds of the sale of all or any portion of the Mundy Ranch,
together with interest, after payment of costs of sale and the
Class 2 claim.

  (4) The Class 4 claim of Valley National Bank, secured by a
second mortgage on the Mundy Ranch, will be paid from the
liquidation proceeds of the sale of all or any portion of the
Mundy Ranch, together with interest, after payment of costs of
sale and the claims of Class 2 and Class 3 claims.

  (5) Non-insider general unsecured non-priority claims in Class 5
will be paid after payment of Class 1, 2, 3 and 4 claims, pro-
rata, together with interest.

  (6) Any liquidation proceeds remaining after payment of all
administrative claims and all claims in Classes 1, 2, 3, 4, 5, 6,
7 and 8 will be divided pro-rata among the common and preferred
shareholders pro-rata to their interests.

Payments and distributions under the Plan will be funded by the
income from the liquidation of the Debtor's assets.  According to
Mr. Mundy, if the values of the Debtor's assets as reported by the
Debtor are accurate, there will be more than enough proceeds
available to pay all claims in Classes 1 through 6, with the
residual being distributed to Classes 7, 8 and 9, the equity
security holders.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel.  The
Debtor estimated assets of $10 million to $50 million and debts of
up to $10 million.


NATIONAL HOLDINGS: Engages RBSM LLP as New Accountants
------------------------------------------------------
Sherb & Co., LLP, the independent registered public accounting
firm of National Holdings Corporation, combined its practice with
RBSM LLP.  As a result of the combination and upon notice by Sherb
to the Company, on Jan. 29, 2013, Sherb was dismissed as the
Company's independent registered public accounting firm and RBSM
was engaged as replacement.

Sherb's reports on the financial statements of the Company as of
and for the two years ended Sept. 30, 2012, and 2011 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to audit scope or accounting principles.
Sherb's reports on the financial statements of the Company for the
years ended Sept. 30, 2012, and 2011 contained an explanatory
paragraph disclosing the uncertainty regarding the Company's
ability to continue as a going concern.

The Company said it had no disagreements with Sherb.

                      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," the
Company said in its annual report for the year ended Sept. 30,
2012.


NATIONSTAR MORTGAGE: Moody's Cuts CFR to 'B2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed Nationstar Mortgage LLC's
B2 senior unsecured debt rating. In addition, Moody's downgraded
the company's corporate family rating to B2 from B1. The outlook
was changed to stable from negative.

Ratings Rationale:

The downgrade of the corporate family rating to B2 from B1
reflects the company's extremely rapid growth funded almost
entirely with opportunistic bulk servicer right acquisitions. In
affirming the senior unsecured debt rating at B2, the previous
one-notch decrement from the company's corporate family rating was
eliminated. The change results from Moody's application of the
notching framework included in "Finance Company Global Rating
Methodology," published in March 2012. The senior unsecured debt
is Nationstar's only class of non-recourse debt; as a result, the
senior unsecured debt rating is equal to the corporate family
rating.

The B2 ratings also reflect the company's growing position in the
U.S. residential mortgage servicing market, its good track record
of acquiring and integrating residential mortgage servicers as
well as the company's financial leverage. The company's financial
leverage (e.g. corporate debt-to-equity and corporate debt-to-
EBITDA) is higher than Ocwen Financial Corporation's (B1 stable)
and moderately lower than Walter Investment Management Corp's (B2
stable), both of which are mortgage servicing peers of Nationstar.

The change in outlook to stable from negative reflects Moody's
expectation that Nationstar will be able to maintain its solid
servicing performance and reap the financial benefits of its much
larger servicing portfolio.

On February 4, 2013, Nationstar announced its intention to issue
$400 million of senior unsecured debt to partially finance their
$1.3 billion acquisition of mortgage servicer rights (MSR) on
approximately 1.3 million loans from Bank of America (BAC). Upon
completion of the $400 million unsecured debt offering, the
company's total unsecured debt will be $1.462 billion or 2.1x the
company's $691 million of reported equity as of September 30,
2012.

The ratings could be upgraded if the company demonstrates
sustainable improvement in its financial performance, such as
achieving a corporate debt-to-equity ratio of less than 1.5x,
outstanding corporate debt to company reported actual adjusted
EBITDA of less than 2.0x, and quarterly GAAP net income of more
than $50 million; all while maintaining its solid servicing
performance and solid franchise value.

The ratings could be downgraded if the company's financial
performance materially deteriorates, such as if the company's
corporate debt-to-equity ratio increases above 2.5x, outstanding
corporate debt to company reported actual adjusted EBITDA ratio
increases above 3.5x, quarterly GAAP income of less than $25
million or if servicing performance deteriorates, particularly if
as a result the company's franchise value weakens.

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

Nationstar, headquartered in Lewisville, Texas, is a non-bank
residential mortgage servicer that also originates conventional
agency and government residential mortgages.


NATIONSTAR MORTGAGE: S&P Assigns 'B+' Rating on $400MM Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
issuer credit rating on Nationstar Mortgage LLC and assigned a
'B+' rating on the company's proposed $400 million senior
unsecured notes due in 2021.  The outlook remains stable.

Nationstar plans to issue $400 million of senior unsecured notes.
"The proposed issuance will provide long-term financing for the
firm's recently announced acquisition of MSRs from Bank of America
for loans with an unpaid principal balance of $215 billion," said
Standard & Poor's credit analyst Stephen Lynch.  "Pro forma for
the debt issuance and transaction, we expect leverage -- measured
as corporate debt to EBITDA -- will remain lower than 2x, a level
we consider positive for the rating."

Nationstar's IPO in March 2012 added about $250 million of equity,
improving the company's capital.  Its low credit risk and
favorable market conditions also support the rating.  Very rapid
growth, however, poses operational and financial risks that will
limit the possibility of an upgrade through 2013.  Nationstar
raised about $775 million of senior unsecured debt in 2012 to fund
acquisitions of MSRs.  In addition to its large MSR purchases,
management has also grown the firm's complementary loan
origination program.  S&P believes that most of the risk, however,
resides with the thousands of new loans Nationstar is now
responsible for servicing.

Furthermore, market funding for MSRs, which can have volatile
valuations or become illiquid in adverse markets, is a long-term
challenge that may limit the rating beyond 2013.

The stable outlook reflects Nationstar's improved earnings and
strong strategic position, somewhat offset by the operational and
financial risks from the firm's very rapid growth.

"We could lower the rating if the firm's earnings and interest
coverage deteriorate materially.  Specifically, if the ratio of
adjusted EBITDA to interest (excluding one-time noncash charges)
falls to less than 1.5x for more than two consecutive quarters
without a credible plan to return to a higher level, we could
downgrade the firm.  We could raise the rating if the firm's
growth slows and if it maintains its leverage and earnings
metrics.  For an upgrade, we would expect debt to adjusted total
equity to be less than 5x and debt outside the warehouse to
adjusted EBITDA to remain under 4x," S&P said.


NEPHROS INC: Obtains Bridge Loan from Lambda Investors
------------------------------------------------------
Nephros, Inc. on Feb. 4 disclosed that the company has entered
into a bridge loan and security agreement with Lambda Investors
LLC, an affiliate of Wexford Capital LP and the company's largest
shareholder.

On February 4, 2013, the company issued a six-month 12% senior
secured note to Lambda Investors in the principal amount of
$1,300,000.  The company expects that the proceeds from the note
will allow it to fund its operations into May 2013.

Under the terms of the note, the company has undertaken to conduct
a $3 million rights offering of common stock at an anticipated
offering price of $0.60 per share.  All of the company's
stockholders and warrantholders will be eligible to participate in
the offering on a pro rata basis based upon their proportionate
ownership of the company's common stock on a fully diluted basis.
The company expects to commence the offering in March 2013
following the filing of its Annual Report on Form 10-K.  The note
requires the company to repay the bridge loan with the proceeds
from the rights offering or any other financing transaction.

                        About Nephros Inc.

Headquartered in River Edge, N.J., Nephros, Inc. (OTC BB: NEPH)
-- http://www.nephros.com/-- is a commercial stage medical device
company that develops and sells high performance liquid
purification filters.

As reported in the TCR on March 29, 2012, Rothstein Kass, in
Roseland, N.J., expressed substantial doubt about Nephros, Inc.'s
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has incurred negative cash flow
from operations and net losses since inception.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.2 million on $1.4 million of revenues, compared with a
net loss of $1.7 million on $1.7 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$3.9 million in total assets, $3.6 million in total liabilities,
and stockholders' equity of $323,000.


OMTRON USA: US Trustee Names 3-Member Creditor's Committee
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors in the Chapter 11 case of Omtron USA LLC.

The members of the Committee are:

1) Benesch, Friedlander, Coplan & Arnoff LLP
   Attn: Raymond H. Lemisch, Esq.
   222 Delaware Ave., Ste. 801
   Wilmington, DE 19801
   Tel: 302-442-7005
   Fax: 302-442-7012

2) Larry W. Hicks, Sr.
   2649 Faust Rd.
   Staley, NC 27355
   Tel: 336-708-0152

3) Sonya Holmes
   305 Page Rd.
   Broadway, NC 27505
   Tel: 910-984-5309

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Debtor listed $40,633,406 in assets and
$4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


PATRIOT COAL: Arch Records $58-Mil. Charge on Rejected Contract
---------------------------------------------------------------
Arch Coal, Inc. recorded a $58 million charge in the fourth
quarter of 2012 to reflect the rejection of a customer supply
contract with Patriot Coal Corp. by the U.S. Bankruptcy Court and
the assumption of the contract obligation by Arch.  Accordingly,
Arch accrued for the full present value of the contract in 2012.
The disclosure was made in Arch Coal's earnings release for the
year ended Dec. 31, 2012, a copy of which is available for free at
http://is.gd/mnwYDu

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PHOENIX COMPANIES: Fitch Keeps 'B' IDR on Restated Financials
-------------------------------------------------------------
Fitch Ratings has maintained its Rating Watch Negative on the 'B'
rated holding company Issuer Default Rating of Phoenix Companies,
Inc.'s and the 'BB+' Insurer Financial Strength (IFS) ratings of
PNX's primary insurance operating subsidiaries pending release of
final restatements of GAAP financials.

Fitch notes that PNX was successful in getting approval from a
majority of holders of its outstanding $253 million of 7.45% bonds
due in 2032 to extend the deadline for providing third quarter
2012 financials to the bond trustee. Absent the extension,
acceleration of the debt maturity could have been triggered.

The filing delay was tied to restatements of previously filed
audited and interim GAAP financials. The restated financials are
expected to be filed by March 18. If the restated numbers are not
materially worse than the previously reported numbers, Fitch could
remove the Rating Watch and affirm the ratings. Results that are
materially worse could trigger a downgrade.

Fitch has maintained the following ratings on Rating Watch
Negative:

Phoenix Companies, Inc
--IDR at 'B'

Phoenix Life Insurance Company
--IFS at 'BB+';
--IDR at 'BB';
--$174 million Surplus note 7.15% due Dec. 2034 at 'B+'.

PHL Variable Insurance Company
--IFS at 'BB+'.


PICCADILLY RESTAURANTS: Merchants Co. Deemed as Critical Vendor
---------------------------------------------------------------
U.S. Bankruptcy Judge Robert Summerhays has authorized Piccadilly
Restaurants, LLC, to grant critical vendor status to Merchants
Company, dba Merchants Foodservice.  The Debtor is also authorized
to enter into a distribution agreement with the critical vendor.

Merchants has allowed prepetition claims against Piccadilly
Restaurants in the total amount of $4,223,564, consisting of an
allowed administrative claim in the amount of $2,323,585, which
will be paid at the earliest time that any other allowed
administrative claim; and an allowed unsecured claim in the
aggregate amount of $1,740,492.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PICCADILLY RESTAURANTS: Has Final Approval to Obtain DIP Financing
------------------------------------------------------------------
Judge Robert Summerhays has signed off on a final order granting
Piccadilly Restaurants, LLC, et al., authority to obtain
postpetition financing from Atalaya Administrative, LLC, and use
cash collateral of its prepetition lender.

As reported in the TCR on Oct. 22, 2012, the Bankruptcy Court
granted the Debtors interim authority to obtain postpetition
financing in the initial amount $500,000 from Atalaya Special
Opportunities Fund IV LP (Tranche B), and other DIP Lenders,
secured by superpriority priming liens on and security interests
in all of the assets of the Debtors, pursuant to the stipulation
by and among the Debtors, Atalaya Administrative LLC, as DIP
agent, and the DIP Lenders.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PINNACLE AIRLINES: Delta's Ryan Gumm to be CEO After Emergence
--------------------------------------------------------------
Pinnacle Airlines Corp. has named Ryan Gumm as senior vice
president and chief operating officer, effective Feb. 5, 2013.
Upon the Company's emergence from bankruptcy, Gumm will become
president and chief executive officer, and John Spanjers will
retire.

"We're excited to welcome Ryan to the executive leadership team,"
said Pinnacle Airlines President and CEO John Spanjers.  "He
brings vast experience in airline operations and will take on a
central role in Pinnacle's providing safe and reliable services to
its customers."

Mr. Gumm was previously executive vice president and chief
operating officer of Delta Private Jets.  Prior to that, he was
president of Comair.  He also served in leadership positions at
Freedom Airlines and Mesa Airlines.  Mr. Gumm earned a Bachelor of
Science degree in Professional Aeronautics from Embry-Riddle
Aeronautical University.  He holds an Airline Transport Pilot
Certificate, a type rating on the EMB-145 regional jet and a
Commercial Flight Instructor Certificate.

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PITNEY BOWES: Fitch Downgrades Preferred Stock Rating to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Pitney
Bowes Inc. and its subsidiary, Pitney Bowes International
Holdings, Inc. to 'BBB-' from 'BBB'. The Rating Outlook remains
Negative.

The downgrade is based on Fitch's view that the secular challenges
faced by Pitney Bowes, combined with the cyclicality inherent in
the business, and the current credit protection metrics and free
cash flow profile, are more commensurate with a 'BBB-' rating.

Fitch's primary concerns continue to be the revenue declines
endured by the company and the resulting impact on cash flows. The
company reported revenues declines of 4.3% for the year. Fitch
notes that revenues were down 1.4% for the fourth quarter, which
is a moderation from the declines in the prior three quarters.
Fitch models the Small & Medium mailing business (SMB; 51% of
revenues and down 6.5% in 2012) to continue to endure mid to low-
single digit revenue declines for the foreseeable future.

The Enterprise business segment (49% of revenues) was down 1.8%.
This is concerning as Fitch looks to Enterprise as one of the
areas to at least partially offset the declines in SMB. Further,
the decline in equipment sales (which drives future financing,
rental, and supplies revenue) was down 5% for the year. Fitch
acknowledges that some of the production mail declines could be
temporary due to macroeconomic-driven customer deferrals, and
lower new small business starts are pressuring SMB. That said,
Fitch believes this points to the level of cyclicality and
volatility in the business.

Fitch calculates actual 2012 FCF at $163 million. This is both
less than Fitch's base case expectations and is outside of Fitch's
downside scenario (approximately $200 million) incorporated in the
previous ratings. Fitch's current base case projections estimate
annual free cash flow at $200 million-$225 million for the next
few years.

Fitch's FCF calculation deducts Pitney Bowes common and preferred
dividend payments ($320 million) and does not add back cash flows
associated with pension contributions ($95 million), restructuring
payments ($75 million), and tax payments related to sales of
leveraged lease assets ($114 million).

The ratings also consider the event risk, which is faced by
bondholders of all companies faced with secular challenges and
underperforming equity, of a potentially more aggressive financial
policy and capital structure. The ratings incorporate the
potential for moderate acquisition and share buyback activity that
is limited to free cash flow. Any such debt-funded activity would
be outside of current ratings and likely lead to negative rating
actions.

Fitch estimates that total consolidated gross leverage at Dec. 31,
2012 was 3.9 times (x) an improvement from 2011's 4.2x. This
excludes $340 million in debt recently issued to prefund the June
2013 $375 million senior unsecured note maturity. The company
reduced absolute debt by $550 million in 2012, which improved core
leverage by a half a turn.

Pitney Bowes faces material annual maturities over the next
several years. Fitch recognizes that Pitney Bowes can address its
maturities organically with its pre-dividend FCF generation. The
company appointed its new President and CEO in December of 2012
and has indicated that they will provide more information related
to its capital deployment at its investor meeting in May 2013.
Ratings may be stabilized if the company articulates a
conservative financial policy, including a consolidated leverage
target of less than 4x. The Negative Outlook reflects Fitch's
concern that acquisition activity and shareholder friendly actions
may consume a material amount of the company's pre-dividend FCFs.

Pitney Bowes' market share and entrenched position and the
contractual finance receivable base have allowed the company to
carry higher than average leverage for the rating category.
Ongoing declines in the overall top line could encourage Fitch to
further tighten its leverage parameters in a given ratings
category.

The ratings are supported by: the significant and entrenched
market position in the core U.S. Mailing business, characterized
by approximately 80% share of the postage meter market and limited
competitive pressures; the necessity of mail equipment and
services to conduct business across all industries; the diversity
of the company's customer base, from both an industry and size
perspective; and the company's strong credit risk management
policies regarding its financial services business.

Liquidity

Pitney Bowes' liquidity position at Dec. 31, 2012 was solid,
consisting of: i) $913 million of cash; and ii) an undrawn $1
billion revolving credit facility (RCF) maturing in April 2016,
which backstops the company's $1 billion commercial paper (CP)
program. Liquidity is further supported by the company's annual
free cash flow generation.

As of Dec. 31, 2012, Pitney Bowes' total debt was $4.3 billion,
consisting of i)$3.7 billion of senior unsecured debt, consisting
of 10 notes maturing between 2013-2022 and one maturing in 2037
($500 million); ii) $220 million in term loans due in 2015/2016;
and iii) $300 million of variable-term voting preferred stock in
the company's subsidiary, PBIH. Under Fitch's hybrid security
criteria, Fitch assigns 0% equity credit given the less than five-
year maturity (based on the October 2016 call date).

SENSITIVITY/RATING DRIVERS

In addition to the comments above, ratings may be stabilized if
over the next one to two years Fitch has higher conviction that a
successful roll-out of the digital and customer communications
initiatives, in combination with growth in its enterprise services
businesses, will offset declines in its physical business.

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

--Lack of traction in the company's digital initiatives and other
   growth businesses amid ongoing declines in the traditional
   physical business. Also, sustained revenue declines in the high
   single digits would pressure the ratings;

--A sustained increase in total leverage, whether the result of
   incremental debt or lower EBITDA;

--Indications of a more aggressive financial policy.

Positive: The current Outlook is Negative. As a result, Fitch's
sensitivities do not currently anticipate a rating upgrade.

Fitch has downgraded the following ratings:

Pitney Bowes
-- IDR to 'BBB-' from 'BBB';
-- Senior unsecured revolving credit facility (RCF) to 'BBB-'
    from 'BBB';
-- Senior unsecured term loan to 'BBB-' from 'BBB';
-- Senior unsecured notes to 'BBB-' from 'BBB'
-- Short-term IDR to 'F3' from 'F2';
-- Commercial paper (CP) to 'F3' from 'F2'.

PBIH
-- Long-term IDR to 'BBB-' from 'BBB'
-- Preferred stock to 'BB' from 'BB+'.

The Outlook is Negative.


POWERWAVE TECHNOLOGIES: Meeting to Form Panel Set for Feb. 7
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 7, 2013, at 10:00 a.m. in
the bankruptcy case of Powerwave Technologies, Inc.  The meeting
will be held at:


         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Powerwave Technologies Inc, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.


QUICK-MED TECHNOLOGIES: Ladd Greeno Resigns from Board
------------------------------------------------------
Ladd Greeno resigned as a member and Chairman of the Board of
Directors of Quick-Med Technologies, Inc., effective Jan. 28,
2013.  There were no disagreements between Mr. Greeno and any
officer or director of the Company that caused his resignation.

                          About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.


RANCHER ENERGY: Incurs $149,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
Rancher Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $149,282 on $0 of revenue for the three months endd Dec. 31,
2012, as compared with a net loss of $334,496 on $0 of revenue for
the same period a year ago.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $106,350 on $0 of revenue, as compared with a net loss
of $923,574 on $0 of revenue for the same period during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed $2.65 million
in total assets, $109,760 in total liabilities and $2.54 million
in total stockholders' equity.

A copy of the Form 10-Q is available at http://is.gd/f8H3dx

                        About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.


RAY'S COLLISION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ray's Collision, Inc.
        dba Ray's Collision & Towing
        fdba Ray's Carstar Collision & Towing
        185 Caprice, Suite C
        Castle Rock, CO 80109

Bankruptcy Case No.: 13-11462

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Benjamin H. Shloss, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510
                  E-mail: bhs@kutnerlaw.com

Scheduled Assets: $822,064

Scheduled Liabilities: $2,419,207

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob13-11462.pdf

The petition was signed by Matthew R. Whetten, president.


RED OAK: S&P Puts 'BB-' Rating on $384MM Senior Secured Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
ratings on Red Oak Power LLC's's $384 million senior secured bonds
($224 million 8.54% bonds due 2019 and $160 million 9.2% bonds due
2029) on CreditWatch with negative implications.  The total debt
outstanding as of Nov. 23, 2012 (including the debt service
reserve term loan) was $306.7 million (about $369 per kilowatt).

The CreditWatch follows Red Oak's Jan. 29, 2013, notice of a
casualty exceeding $100,000.  On Jan. 14, 2013, the facility's
steam turbine generator suffered a "bow" (a bending or imbalance)
that is required to be repaired off-site.  The facility is
currently out of service and management expects to brink it back
on line by the last week of February or the first week of March
2013.

Red Oak has hired General Electric (GE) to fix the 8 millimeter
bow.  The project said the issue is not unusual and is fixable in
a short time-frame.  While the project has expressed confidence
that the outage will be short lived, S&P placed the ratings on
CreditWatch given the outage has occurred during the peak winter
season and the already thin debt service coverage ratio (DSCR)
cushion for the rating.

"At this stage, we estimate the effect on total gross margins will
be about $6.7 million spread over 2012 (Red Oak lost some margin
in 2012 due to Hurricane Sandy), 2013, and 2014.  However, we
expect that the biggest effect will be felt during 2013.  This
estimated erosion in margins is largely the loss of capacity
payment revenues due to a lower unforced capacity rate (and
availability).  While the project expects to recover the property-
related damage from insurers, there is a $500,000 deductible," S&P
noted.

"We will resolve the Credit Watch as the unit returns to service
or as we receive further information that allows us to assess how
the outage affects financial measures," said Standard & Poor's
credit analyst Rubina Zaidi.

To maintain ratings, before management fees and fuel conversion
revenue payments, Red Oak's DSCR should be about 1.15x (or a DSCR
of about 1.1x after ongoing subordinated market-based management
fee payments).  S&P would also expect the project to maintain
adequate liquidity (or, alternatively, the sponsors to support the
project with liquidity) to overcome this event, should DSCRs
decline below 1.15x.


RESIDENTIAL CAPITAL: Completes Sale of Whole Loans to Berkshire
---------------------------------------------------------------
Residential Capital, LLC (ResCap) has completed the sale of a
whole loan portfolio, made up of approximately 28,000 whole loans,
to Berkshire Hathaway.  The United States Bankruptcy Court,
Southern District of Manhattan had approved the sale of the assets
last November.

The sale of ResCap's originations and capital markets platform to
Walter Investment Management Corp. was completed last week.  The
Court-approved sale of ResCap's servicing platform and related
assets to Ocwen Loan Servicing, LLC is still pending completion.

Centerview Partners LLC and FTI Consulting are acting as financial
advisors to ResCap.  Morrison & Foerster LLP is acting as legal
advisor to ResCap.  Morrison Cohen LLP is advising ResCap's
independent directors.

ResCap's bankruptcy case continues to move forward, and on
Jan. 31, the sale of ResCap assets to Walter Investment Management
for proceeds of approximately $500 million was completed.  This
asset sale, combined with the upcoming, estimated $2.5 billion
asset sale to Ocwen Loan Servicing, LLC and approximately $1.4
billion asset sale to Berkshire Hathaway, will generate
significant additional value for ResCap's creditors, including
Ally.

In December, at ResCap's request, ResCap's bankruptcy court
appointed the Honorable James Peck, United States Bankruptcy Court
Southern District of New York, to serve as mediator to facilitate
discussions among creditors.  Ally Inc. supported ResCap's
mediator request and is a participant in that process.

Finally, Ally continues to fully cooperate with the bankruptcy
court-ordered examination, which continues to move forward and is
currently expected to be completed in April.  As with any legal
process, timing and the outcome can never be guaranteed; however,
Ally is focused on receiving repayment of its remaining secured
debt and other claims in the ResCap cases and moving forward with
its leading auto finance business and direct banking franchise.

                     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: Committee Wins OK for WilmerHale as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital's cases seeks the Court's authority to retain Wilmer
Cutler Pickering Hale and Dorr LLP as its special counsel for
certain regulatory matters in connection with the Debtors' Chapter
11 cases effective as of Dec. 12, 2012.

The U.S. Treasury owns a majority of Residential Capital LLC's
ultimate parent company, Ally Financial Inc.  AFI, a bank holding
company, continues to be liable for several billion dollars of
funds under the Troubled Asset Relief Program it received during
the financial crisis.  In addition, ResCap, as a subsidiary of a
bank holding company, is regulated by the Federal Reserve Bank,
among other regulatory agencies, and is party to numerous
agreements with Ally Bank -- which itself is regulated by the
FDIC and other regulatory agencies.  The Committee believes that
special regulatory counsel is critical to inform and assist it in
navigating the highly regulated environment.

As special regulatory counsel, WilmerHale will:

   (a) assist the Committee in discussions with the Federal
       Reserve Board about the scope of the Debtors' obligations
       and foreclosure review process;

   (b) assist the Committee in discussions with the Department of
       Justice and applicable state attorneys general regarding
       the scope of the Debtors' obligations under the Consent
       Judgment;

   (c) assist the Committee in understanding and complying with
       certain privilege and confidentiality issues asserted by
       regulatory agencies like the Federal Reserve Board; and

   (d) represent the Committee on other regulatory matters
       appropriately handled by WilmerHale as determined by the
       Committee in consultation with its lead counsel.

WilmerHale will be paid according to its customary hourly rates:

      Partners                   $690 to $1,335
      Counsel                    $710 to $875
      Associates                 $415 to $730
      Legal Assistants           $205 to $480

The principal attorneys presently designated to represent the
Committee and their current standard hourly rates are:

William J. Perlstein     bill.perlstein@wilmerhale.com    $1,115
Franca Harris Gutierrez  franca.gutierrez@wilmerhale.com    $875
Jeremy Newell            jeremy.newell@wilmerhale.com       $720
Michael Blayney          michael.blayney@wilmerhale.com     $735

WilmerHale will also be reimbursed for any necessary out-of-
pocket expenses.

William J. Perlstein, Esq., a partner of the law firm of Wilmer
Cutler Pickering Hale and Dorr LLP, in New York, 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 interests of the Committee,
the Debtors and their estates.

                     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: JPMorgan Wants Stay Lifted to Pursue Suit
--------------------------------------------------------------
J.P. Morgan Mortgage Acquisition Corporation asks the Bankruptcy
Court to determine that the automatic stay does not enjoin a
certain lawsuit filed by Stephen J. Canterbury against J.P. Morgan
and Debtor GMAC Mortgage, LLC, from proceeding.  In the
alternative, J.P. Morgan asks the Bankruptcy Court to terminate
the automatic stay with respect to GMAC to allow the lawsuit to
proceed.

The lawsuit, filed in September 2012, seeks rescission of a
$1.0 million debt obligation and damages under the Truth in
Lending Act with the U.S. District Court for the Western District
of Virginia.  As alleged in the complaint, GMAC was the original
lender on the obligation, and it later assigned the promissory
note that evidenced the obligation to J.P. Morgan.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or    215/945-7000).


REVOLUTION DAIRY: Proposes Prince Yeates as Counsel
---------------------------------------------------
Revolution Dairy LLC seeks approval from the Bankruptcy Court to
hire the law firm of Prince, Yeates and Geldzahler as bankruptcy
counsel.

The Debtor requires the assistance of bankruptcy counsel to advise
the Debtor regarding its obligations and requirements of the
Bankruptcy Code, and to represent the Debtor in negotiations with
respect to issues of cash collateral, executory contracts,
avoidance actions, plan preparation, and confirmation and all
other legal issues.

The normal billing rates for professionals at the time of the
application range from $210 to $370 per hour for shareholders,
$185 to $225 per hour for associates, and $125 to $140 per hour
for para-professionals.

Before the bankruptcy filing, the Debtor placed $10,000 with
Prince Yeates as retainer.

The Debtor represents that Prince Yeates is disinterested within
the meaning of 11 U.S.C. Sec. 101(14).

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


REVOLUTION DAIRY: Has Interim Approval to Use Cash Collateral
-------------------------------------------------------------
Revolution Dairy, LLC, Highline Dairy, LLC, and Robert and Judith
Bliss, seek entry of an order:

  (i) confirming the grant of administrative expense status to
      obligations arising from postpetition delivery of goods;

(ii) authorizing payment of obligations arising from postpetition
      delivery of goods in the ordinary course of business;

(iii) authorizing the Debtors to use cash collateral;

(iv) authorizing payment to critical vendors Intermountain
      Farmers Association, who provides $25,000 of feed per day,
      and Judd Harwood, who provides hay.

  (v) authorizing interim periodic payment to its accountant of
      Genske, Mulder & Co., LLP of $3,000 per month as advance,
      and pay to the attorneys $10,000 for each Debtor ($30,000
      total) from each milk check which they receive every two
      weeks;

  (vi) establishing procedures for addressing reclamation demands.

The Debtors seek to use cash collateral encumbered by liens in
favor of Rabobank, Delta Cache, L.L.C., Metropolitan Life
Insurance Company, and Cargill, Inc.  The cash collateral is
approximately $1.25 million in cash derived from the sale of milk
by the dairies in the Chapter 11 cases.

The Debtors intend to pay Judd Harwood $100,000 from the cash
collateral on hand.  Mr. Harwood initially requested that the
Debtors immediately deliver full payment for the $400,000 worth of
hay delivered days before the bankruptcy filing.  As for IFA, the
Debtors have agreed to request from the Court special arrangements
to pay IFA $43,722 each month in addition to the payments to be
made for postpetition deliveries of goods.

The Debtors say that absent the relief requested, they may be
unable to convince the many vendors, many of whom are farmers and
small businesses themselves, to continue to support the Debtors'
operations until a plan of reorganization can be filed and
confirmed. The Debtors believe that it is likely that agreement
can be reached with its major creditors, Rabobank, IFA and others,
and that a consensual plan of reorganization is in prospect.

At the behest of the Debtors, the bankruptcy judge on Jan. 31
entered an order authorizing the Debtors' interim use of cash
collateral.  Secured creditors with an interest in the cash
collateral will be granted a replacement lien in postpetition
property acquired by the Debtors.  The judge also approved
payments to Mr. Harwood and deposits to the accountant.

The Court will convene a final hearing on the Debtors' motion on
Feb. 14, 2013 at 2:00 p.m.

                          Equity Cushion

In defending their use of cash collateral, the Debtors told the
Court that Rabobank enjoys an equity cushion of about $3 million.
In addition, the cash collateral sought to be used will produce
additional milk proceeds in an amount estimated to be more than
the cash collateral used.

Within the 15-day budget, the Debtors propose to use all of the
$1.25 million milk proceeds on hand and approximately 328.1 tons
of feed per day.  Within the period, the amount and value of feed
stocks consumed by the dairy will certainly not exceed $400,000.

According to the Debtors, many unsecured creditors have expressed
a willingness to participate in an Official Unsecured Creditors
Committee.  Thus, the U.S. Trustee has solicited the creditors in
the case to form a creditors committee at the earliest possible
time.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


REVOLUTION DAIRY: Taps Genske Mulder as Accountants
---------------------------------------------------
Revolution Dairy LLC, Highline Dairy LLC, and Robert and Judith
Bliss filed a combined application to employ Genske, Mulder & Co.,
LLP as accountants.

Each of the Debtors requires the assistance of outside accounting
professionals familiar with the dairy industry to, among other
things, prepare initial and ongoing operating reports and
financial statements, to review existing financial statements, to
prepare projections, to advise the Debtors' salaried accounting
staff and legal counsel on matters involving reporting and
planning, and to prepare tax returns.

The total pre-petition amounts paid by the Debtors to Genske
Mulder on account of antecedent debts is $5,800 per Debtor --
which insulates such payments from preference liability under
11 U.S.C. Sec. 547(c)(9).

As a condition to employment, Genske Mulder has required payment
of (and the Debtors have agreed to fund) an initial post-petition
retainer of $3,000 per estate and an additional $3,000 retainer
per estate/per month to be held by Genske Mulder as security for
payment of fees and reimbursement of expenses that are allowed by
the Court pursuant to application under 11 U.S.C. Sec. 330.

Genske Mulder will seek allowance of its fees at its normal hourly
billing rates ranging between $280 (for partners) and $125 (for
staff).  The firm will also seek reimbursement of actual,
necessary out-of-pocket costs incurred.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


RITE AID: Moody's Reviews 'Caa1' CFR for Possible Upgrade
---------------------------------------------------------
Moody's Investors Service has placed Rite Aid Corporation's Caa1
Corporate Family Rating and Caa1-PD Probability of Default Rating
on review for upgrade. The Speculative Grade Liquidity rating of
SGL-3 remains unchanged.

At the same time, Moody's assigned a B1 rating to Rite Aid's
proposed $1.725 billion asset based revolving credit facility, a
B1 to the proposed $900 million first lien term loan, and a B3 to
the proposed $470 million second lien term loan. The proceeds from
the proposed facilities along with excess cash will be used to
repay in full Rite Aid's $1.039 billion first lien term loan due
2014 and $186.3 million senior unsecured notes due 2013 and to
refinance its $410 million first lien notes due 2016 and $470
million second lien notes due 2016.

The following ratings are assigned and are subject to the
successful closing of the transaction and review of final
documentation:

  Proposed $1.725 billion asset based revolving credit facility
  due 2018 at B1 (LGD 2, 26%)

  Proposed $900 million first lien term loan due 2020 at B1 (LGD
  2, 26%)

  Proposed $470 million second lien term loan due 2020 at B3 (LGD
  4, 57%)

The following ratings are placed on review for upgrade and LGD
point estimates are subject to change:

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1-PD

  $330 million senior secured first lien term loan due 2018 at B2
  (LGD 2, 27%)

  $650 million 8% senior secured first lien notes due 2020 at B2
  (LGD 2, 27%)

  Senior secured second lien notes due 2017 and 2019 at Caa1 (LGD
  4, 58%)

  Guaranteed senior unsecured notes due 2017 and 2020 at Caa2
  (LGD 5, 82%)

  Senior unsecured notes due 2015, 2027, and 2028 at Caa3 (LGD 6,
  95%)

The following ratings are affirmed to be withdrawn upon the
closing of the transaction and their repayment in full:

  $1.039 billion senior secured first lien term loan due 2014 at
  B2 (LGD 2, 27%)

  $410 million 9.75% senior secured first lien notes due 2016 at
  B2 (LGD 2, 27%)

  $470 million 10.375% second lien notes due 2016 at Caa1 (LGD 4,
  58%)

  $186.3 million senior unsecured notes due 2013 at Caa3 (LGD 6,
  95%)

Ratings Rationale:

The review for upgrade was triggered by Rite Aid's announcement
that it is pursuing a refinancing of its $1.039 billion first lien
term loan due 2014 as well as of some of its higher coupon debt
due in 2016. The successful completion of this transaction will
eliminate a substantial upcoming maturity. In addition, it will
reduce Rite Aid's all in borrowing costs as a result of a
significantly lower coupon on about $880 million of debt. The
review for possible upgrade also acknowledges the continued
improvement in Rite Aid's operating income, a trend which Moody's
believes is sustainable.

The review for upgrade will focus on the terms of the final
closing of the proposed transaction. In particular, the review
will look at the amount and maturities of the facilities after
closing as well as the pricing. The review for upgrade will also
focus on Rite Aid's liquidity and expectations for future
operating performance included level of EBIT growth.

Should the transaction close as proposed, Moody's expects to raise
Rite Aid's Corporate Family Rating one notch to B3 and its
Probability of Default rating to one notch to B3-PD. Rite Aid's
existing debt issue ratings are also likely to be upgraded by one
notch. Additionally upon conclusion of the review, Moody's expects
to revisit Rite Aid's Speculative Grade Liquidity rating of SGL-3
which may result in an upgrade of the SGL-3.

The assignment of a B1 rating to Rite Aid's proposed $1.725
billion asset based revolving credit facility and $900 million
term loan assumes the successful completion of the transaction and
is based upon a one notch upgrade of the Corporate Family Rating
to B3. The assignment of B3 to Rite Aid's proposed $470 million
second lien term loan is also based upon the same assumptions. The
B1 rating on the first lien debt -- two notches above the
Corporate Family Rating -- also recognizes the credit support
provided by the significant amount of debt that ranks less senior
in the capital structure.

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

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates over 4,600 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion.


RITE AID: S&P Assigns 'B+' Rating to $900MM First Lien Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating and '1' recovery rating to Rite Aid Corp.'s proposed
$900 million first-lien term loan due 2020.  S&P also assigned its
'B-' issue rating and '3' recovery rating to the company's
proposed $470 million second-lien term loan due 2020.

At the same time, S&P affirmed all existing ratings on Rite Aid,
including S&P's 'B-' corporate credit rating.

The company intends to use the proceeds from the new $900 million
first-lien term loan and $470 million second-lien term loan, along
with drawings under its new revolving credit facility, to repay
its existing $1.039 billion of outstanding tranche 2 term loan due
2014.  It will also use the proceeds to tender for its
$410 million 9.75% first-lien notes due 2016 and its $470 million
10.375% second-lien notes due 2016.

As part of the refinancing transaction, Rite Aid is obtaining a
new $1.5 billion asset-based revolver due 2018, and plans to
redeem $186 million of existing senior unsecured notes due 2013
with cash on hand.

"The ratings on Rite Aid reflect its 'weak' business risk profile
and 'highly leveraged' financial risk profile," said Standard &
Poor's credit analyst Ana Lai.  The business risk profile is based
on our expectations that profitability will remain weak relative
to its peers despite improving sales and profitability trends from
the progress of its marketing and merchandising programs and the
effects of the increased generic drugs penetration.

"The outlook on Rite Aid is stable," added Ms. Lai, "reflecting
our expectation that higher profitability will result in a modest
improvement in total debt to EBITDA to the high-8x area."


RIVER CANYON: U.S. Trustee Says Disclosure Statement Lacks Info
---------------------------------------------------------------
The U.S. Trustee filed a limited objection to the Disclosure
Statement for First Amended Plan of Reorganization proposed by
River Canyon Real Estate Investments, LLC.

Daniel J. Morse, Assistant U.S. Trustee for the District of
Wyoming, notes the valuation in Disclosure Statement are based
upon an appraisal conducted by National Valuation Consultants,
Inc. on Jan. 5, 2011.  However, the appraisal NVC conducted on
Jan. 5, 2011, is not the most recent appraisal available to the
Debtor with respect to valuation issues.

Mr. Morse recalls that the Debtor filed a motion to employ NVC as
appraiser on July 31, 2012.  The Debtor represented in the Motion
to Employ that it "desire[d] to employ NVC to provide an opinion
of the 'as is' market value of the Golf Club and the 166 lots at
Ravenna that are owned by the Debtor" and that "A current
appraisal of the Golf Club and lots at Ravenna will allow the
Debtor to address the issues of valuation of the property, any
replacement liens on such property, and the Debtor's
reorganization efforts."

The U.S. Trustee contends that, until information from NVC's most
recent appraisal is properly incorporated into the Disclosure
Statement, the Trustee's position is that the Disclosure Statement
fails to provide the quantity and quality of information and,
therefore, should be denied.

According to the Disclosure Statement, to ensure feasibility and
provide for payment of all Effective Date obligations under the
Plan, the Debtor is pursuing exit financing opportunities.  The
Debtor will provide proof of the financing and its ability to
perform under the Plan, including funding all obligations that
will come due on the Effective Date of the Plan, at least 30 days
prior to the confirmation hearing.

In addition, future payments and distributions under the Plan will
be funded by a combination of operating income and exit financing.
The Debtor anticipates that operating income will increase after
the Effective Date and the many issues that have been negatively
impacting marketability of the lots are resolved.

The Debtor also anticipates the sale of The Golf Club at Ravenna
and all attendant property, including the lots comprising the golf
course.  Finding a buyer for the golf club would likely result in
the construction of a clubhouse much sooner than could be
accomplished by the Debtor.  The Debtor also intends to obtain
approval of minor zoning modifications to the development to
increase revenues.  The project is currently zoned for 243 lots
and a total of 249 dwelling units.  However, 23 lots in one of the
project neighborhoods -- Corda Bella -- are zoned for duplex
construction.

In the long term, the Debtor intends to amend its master plan to
allow for a density of 315 dwelling units.  The Debtor believes
that obtaining authority to sell duplex lots will be a win-win
proposition because the price point is significantly lower,
resulting in a much larger pool of potential purchasers, and
because the increase in density will increase the tax base.

With respect to the approximately $680,000 in membership deposits,
the Debtor will turnover the monies to any purchaser of The Golf
Club at Ravenna provided the purchaser is bound to the same
requirement of constructing a clubhouse.  In the event The Golf
Club at Ravenna is not sold, the Debtor will hold the funds until
a clubhouse is constructed.

Under the Plan, general unsecured creditors, with claims expected
to total $46.8 million, will each receive a pro rata distribution
in the amount of 5% of the holder's claim.  Distributions will be
made in three equal annual installment payments beginning on the
Effective Date.  If the claims total $46.8 million, the 5% payment
will equal $2,340,000 and the annual payments will be in the
amount of $780,000.

All interests in the Debtor will be canceled upon the Effective
Date.  On the Effective Date, 100% of the membership interests in
the Reorganized Debtor will be issued to Lazarus Investments, LLC
in full satisfaction of the Debtor's repayment obligations under
the debtor-in-possession financing agreement approved by the
Bankruptcy Court.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/RIVER_CANYON_ds_1amended.pdf

                   About River Canyon Real Estate

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RIVER CANYON: Plans to Seek Increase in DIP Funding
---------------------------------------------------
River Canyon Real Estate Investments, LLC, has filed a supplement
to its motion for Debtor-in-Possession financing, to provide an
updated budget covering the period December 2012 through April
2013.

As reported in the TCR on July 3, 2012, the Debtor obtained
approval from the Bankruptcy Court for a $1,500,000 post-petition
financing from Lazarus Investments, LLC.  According to the Debtor,
as of Nov. 30, 2012, it had borrowed $806,303 under the DIP loan,
leaving approximately $700,000 in available funds.  The amount
borrowed under the DIP loan through the end of November is within
4% of the budget attached to the Order.

According to the Debtor, it will likely exceed the initial DIP
loan draw limit (primarily due to 2013 obligations owed to the
Ravenna Metropolitan District) in March 2013.  In view of this,
the Debtor says it plans to seek from the Court an increase in the
approved DIP funding.  Lazarus Investments, the Debtor relates, is
willing to increase the DIP loan amount to meet the funding needs
anticipated under the updated budget.

                   About River Canyon Real Estate

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


ROYCE BINNION: Pursues Termination Claim vs. NOV in Bankr. Court
----------------------------------------------------------------
Former National Oil Well Varco Area Manager Royce Binnion has
disclosed a wrongful termination claim in a Federal bankruptcy
court alleging widespread misconduct by the world's largest
supplier of drill pipe.

According to the claim Mr. Binnion says, "I believe I was
terminated for bringing to the attention of my superiors at
National Oil Well Varco the fact that the company was knowingly
and consistently using faulty equipment to inspect drill pipe,
employing non-certified inspectors to operate the inspection
equipment, and falsifying documents to show pipe passed inspection
when it actually failed.  I was instructed to ship faulty pipe as
good product.  Could there be billions of feet of faulty pipe out
there on oil rigs around the world? I don't know.  I do know NOV
will do anything to stop me from talking about what I witnessed,
even going so far as to sue me in civil court and accuse me of
financial fraud.  These claims will be proved baseless in court.
I now have the District Attorney's office looking at me when they
should be investigating NOV."

Drill pipe is attached to the drill bit and used to pump mud into
the hole being dug and then transport product out of the ground
and into the drilling platform.  Drill pipe is continually under
extreme pressure on the interior and exterior of the pipe.
Failure of drill pipe can create catastrophic results onshore and
offshore.  "When Royce Binnion originally tried to alert his
superiors as to the inspections problems at NOV, they fired back
using all of their power and resources with termination and a
civil lawsuit against him," says Mr. Binnion's attorney Steve
Shellist.  "NOV and their lawyers have crippled my client
financially to the point of forcing him to file personal
bankruptcy.  Royce Binnion has disclosed a wrongful termination
claim against NOV in bankruptcy court.  He is hopeful that the
courts will see this for what it really is."

Mr. Shellist is a founding partner of Capitaine, Shellist, Peebles
and McAlister, L.L.P.  The firm is comprised of four former
assistant district attorneys that represent clients facing
criminal charges needing aggressive representation.


SAGE PRODUCTS: S&P Assigns 'B' Rating to $380MM 1st Lien Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. health care
company Sage Products Holdings III LLC's $380 million first-lien
term loan maturing in 2019 a 'B' issue-level rating, with a
recovery rating of '3', indicating S&P's expectations for
meaningful (50% to 70%) recovery of principal in the event of a
payment default.  The company will use proceeds of the term loan
to repay its existing first-lien term loan, leaving its total debt
unchanged.

"Our ratings on Cary, Ill.-based Sage Products Holdings III LLC
reflect a "highly leveraged" financial risk profile, because of
debt to EBITDA of about 6.5x, pro forma for its leveraged buyout
(LBO), and our expectation that it will remain above 5x through
2015.  The rating also incorporates a "weak" business risk
profile, dominated by its relatively narrow medical products
focus.  Sage manufactures disposable medical supplies that help
prevent hospital-acquired conditions such as ventilator-associated
conditions, pressure ulcers, surgical site infections, and
catheter-associated urinary tract infections," S&P said.

RATINGS LIST

Sage Products Holdings III LLC
Corporate Credit Rating                B/Stable/--

New Ratings

Sage Products Holdings III LLC
$380M first-lien term loan due 2019    B
   Recovery Rating                      3


SAN DIEGO HOSPICE: Health Care Business Seeks Chapter 11
--------------------------------------------------------
San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4.

"Our decision to take this course follows many months of financial
and other challenges.  Our top priority continues to be to provide
the highest quality of care and service to our patients and
families, followed closely by our continuing dedication to our
staff and to our community.  Chapter 11 bankruptcy will allow us
to continue our operations, while reorganizing our assets and
exploring our structural options to adapt to the current
circumstances," said San Diego Hospice in a statement Monday.

"This decision was based upon several critical challenges
currently facing the organization, including a rapidly decreasing
census lowered by 50 percent over a three-month period, creating
additional severe financial challenges.  Hospice care providers
across the country are challenged by government reimbursement
rates, and Medicare provides the largest source of our revenue.
We have also acknowledged that we are undergoing a Medicare audit,
for which the results are still unknown."

The Debtor estimated assets and debts of at least $10 million.  It
believes that funds will be available for distribution to
unsecured creditors.

According to the docket, the Debtor's formal schedules of assets
and liabilities and statement of financial affairs are due by Feb.
19, 2013.  Appointment of a healthcare ombudsman is due March 6,
2013.

San Diego Hospice expects the reorganization process to take
approximately 60 to 90 days.

KPBS.org reports San Diego Hospice has been under a federal
investigation for the past two years, focusing whether it allowed
patients to stay in the program even when their diagnosis changed.
In other words, they weren't necessarily dying in six months or
less.

San Diego Hospice said it will meet with government agencies to
address their concerns, explore partnerships with other health
care organizations, and work to restructure and resize the Hospice
to reflect the future of hospice care, considering all options to
make the best decisions possible for our patients, families, and
staff.

"We are hopeful that by filing bankruptcy, San Diego Hospice can
work through its current financial difficulties. But the outcome
of this process is uncertain.  Because we have downsized and face
other challenges, we encouraged Scripps Health -- the region's
largest provider of health care services -- to enter the hospice
business, to help us meet the community's need for high quality
hospice care," the statement said.

San Diego Hospice said it has had many discussions with Scripps
Health in recent weeks to discuss continuity of care issues for
our patients.  "We have a longstanding positive relationship with
Scripps and they have been a strong partner and our largest
referral source for many years," it said.

KPBS.org says the hospice's petition for bankruptcy lists owing
Wells Fargo $4 million, its former building owner $2.5 million,
and the Price Family Charitable Fund $800,000.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.  The firm received a $70,000 payment from the Debtor.


SCHOMAC GROUP: Asks for Final Decree Closing Chapter 11 Case
------------------------------------------------------------
The Schomac Group, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Arizona to enter a final decree closing their
cases.  The Debtors note that the Court confirmed their Joint
Chapter 11 Plans on June 20, 2012.  Since entry of the
confirmation order, each of the Debtors have substantially
consummated the provisions of the confirmed Plan in that the
Debtors have paid debts in compliance with the Plan.  All
administrative claims have been, or will be, paid pursuant to the
Plan, and the Debtors have made distributions to general unsecured
creditors.  In addition, the Debtors have entered contracts as
contemplated by the Plan.

As reported by the TCR on Jan. 6, 2012, the Debtors' Joint Plan of
Reorganization contemplates the continued operation of the
business entities, including the marketing of properties, which
will allow the Debtors to pay creditors.  The Debtors' secured
debt will be restructured in a manner where payment obligations do
not outstrip the income from the project.

The Plan will be funded by future operations of the Debtors'
businesses, including the sale of properties, as well as by the
dividend income from the Debtors' OP Units in CubeSmart.  The
Debtors also have commitments from related non-debtor entities and
the individual equity-holder of the Debtors to fund plan payments,
to the extent the Debtors' revenues are insufficient.

Allowed general unsecured creditors of Schomac will be paid an
initial distribution equal to 10% of each Allowed Claim within 12
months after the Effective Date.

                  About The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group disclosed $48,929,897 in total assets and $34,583,005 in
total liabilities.  Judge Eileen W. Hollowell presides over the
cases.  Mesch, Clark & Rothschild, P.C., serves as the Debtors'
counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SEA HORSE REALTY: Court Trims CitiMortgage Counterclaims
--------------------------------------------------------
Bankruptcy Judge J. Rich Leonard granted Sea Horse Realty &
Construction, Inc.'s motion for summary judgment on the first,
second, third, fourth, fifth and seventh claims for relief
asserted by CitiMortgage, Inc., successor-in-interest to Lehman
Brothers Bank FSB, as counterclaims in response to the complaint,
SEA HORSE REALTY & CONSTRUCTION, INC., Plaintiff, v. CITIMORTGAGE,
INC., SUCCESSOR-IN-INTEREST TO LEHMAN BROTHERS BANK, FSB,
Defendant, Adv. Proc. No. 11-00377 (Bankr. E.D.N.C.).

Sea Horse Realty filed the adversary proceeding on Dec. 1, 2011
against the defendant, seeking a determination that a deed of
trust is invalid and, as a result, the defendant does not have a
claim against the plaintiff.

The defendant filed a proof of claim (Claim No. 4-1) on Jan. 23,
2012, asserting a secured claim in the amount of $1,785,986.02.
The promissory note and deed of trust executed by Rickard B.
Mercer, the president and sole shareholder of Sea Horse Realty,
related to the property known as Lot No. 2 shown on a plat of
"Northbank" and located at 10007 Old Oregon Inlet Road, Nags Head,
North Carolina, were attached to the defendant's proof of claim.

On June 26, 2012, the plaintiff filed an objection to the
defendant's proof of claim, requesting that it be denied in its
entirety.  On Sept. 7, 2012, the court entered a consent order
continuing the hearing on the plaintiff's objection, pending the
outcome of the adversary proceeding.

Sea Horse Realty filed its chapter 11 plan and disclosure
statement on Dec. 29, 2011, which included the defendant's claim
arising out of the promissory note and deed of trust executed by
Mr. Mercer on the property in Class 4.  As for the treatment of
the defendant's claim, the plan proposed no payment and indicated
that it was seeking a judicial determination invalidating the deed
of trust because the plaintiff, not Mr. Mercer, was the record
owner of the property.

A confirmation hearing was held June 27, 2012 in Raleigh, North
Carolina, and Sea Horse Realty's chapter 11 plan was confirmed by
order entered July 3, 2012.  In response to the concerns raised by
the defendant at the confirmation hearing, the confirmation order
provided for this treatment of the defendant's claim in Class 4:

"(1) Treatment. As set forth above, the Debtor [plaintiff] is
pursuing a judicial determination as to the Deed of Trust and
expects that it will be invalidated. There will be no payment made
to this class if the Debtor [plaintiff] is successful in the
pending adversary proceeding. In the event that CitiMortgage is
successful in the pending adversary proceeding and is awarded a
secured claim against the Debtor [plaintiff], CitiMortgage shall
receive the net sale proceeds from the sale of the real estate,
currently held in Debtor's [plaintiff's] counsel's trust account.
In the event that CitiMortgage is successful in the pending
adversary proceeding and is awarded an unsecured claim against the
Debtor [plaintiff], CitiMortgage shall be treated in Class 6 as a
general unsecured creditor."

A copy of the Court's Feb. 1, 2013 Order is available at
http://is.gd/KJos7Rfrom Leagle.com.

Kill Devil Hills, North Carolina-based Sea Horse filed filed a
voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07223)
on Sept. 21, 2011.  Judge J. Rich Leonard oversees the case.
George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, served as
the Debtor's counsel.  In its petition, the Debtor scheduled
$1,782,650 in assets and $3,075,537 in debts.  The petition was
signed by Rickard B. Mercer, president.

Mr. Mercer was also a debtor in a Chapter 11 case (Bankr. E.D.N.C.
09-04088) filed May 18, 2009.


SEALY CORP: Incurs $1.2 Million Net Loss in Fiscal 2012
-------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.17 million on $1.34 billion of net sales for the 12 months
ended Dec. 2, 2012, a net loss of $9.88 million on $1.23 billion
of net sales for the 12 months ended Nov. 27, 2011, and a net loss
of $13.73 million on $1.21 billion of net sales for the 12 months
ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

A copy of the Form 10-K is available at http://is.gd/vD9jIw

                        http://is.gd/vD9jIw

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SHARKEY INSURANCE: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Sharkey Insurance & Financial Services Group, Inc.
        dba AllState Insurance Agency
        30744 Iverson Drive
        Wesley Chapel, FL 33543

Bankruptcy Case No.: 13-01401

Chapter 11 Petition Date: February 1, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $378,460

Scheduled Liabilities: $1,193,868

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flmb13-01401.pdf

The petition was signed by Robert M. Sharkey, Jr., president.


SHELDRAKE LOFTS: RCF Wants Proceeds of Collateral Sale Escrowed
---------------------------------------------------------------
Remediation Capital Funding, LLC, asks that the U.S. Bankruptcy
Court for the Southern District of New York to enter an order
requiring:

   i) the sale proceeds be escrowed by Sheldrake Lofts LLC's
      counsel pending a determination of RCF's claims; and

  ii) the Debtor to satisfy tax obligations from operational funds
      or from the $150,000 received from the Village settlement.

RCF stated that it does not object to the sale itself even though
it is expected that the sale proceeds will not be able to satisfy
RCF's claim in full.  However, RCF does object to provisions that
inappropriately reduce the sale price and limits the sale proceeds
that will be available to partially satisfy RCF's secured claim.

The Court previously approved procedures for a December auction
and a stalking horse agreement with Continental Ventures Realty,
which has offered to pay $2,750,000, conditioned on a prohibition
against credit bidding, and a 5% break up fee/expense
reimbursement.

                     About Sheldrake Lofts LLC

New Rochelle, New York-based Sheldrake Lofts LLC owns several
contiguous parcels of real property in the Village of Mamaroneck
situated along the Sheldrake River: 270 Waverly Avenue, 206-208
Waverly Avenue, 188 Waverly Avenue.  It filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010.
David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets at $50 million to $100 million and its debts at $10 million
to $50 million as of the Petition Date.


SINO-FOREST CORP: Files Chapter 15 in New York to Implement Plan
----------------------------------------------------------------
FTI Consulting Canada Inc., the court-appointed monitor and
authorized foreign representative of the proceeding of Sino-Forest
Corporation under Canada's Companies' Creditors Arrangement Act,
commenced a Chapter 15 case in New York to give force and effect
of Sino-Forest's plan of compromise and reorganization that has
been sanctioned by creditors and an Ontario court.

FTI wants the U.S. Bankruptcy Court to recognize the Canadian
Proceeding as "foreign main proceeding".

Sino-Forest's Plan of Compromise received the overwhelming
approval of creditors and was sanctioned by the Ontario Superior
Court of Justice (Commercial List) on Dec. 10, 2012.  The Plan
became effective on Jan. 30, 2013.

The Plan provides for, among other things:

   -- the transfer of SFC's assets to Emerald Plantation Holdings
      Limited ("Newco"), a new, creditor-owned entity organized
      under Cayman law and the further transfer of such assets to
      a new, wholly-owned subsidiary of Newco named Emerald
      Plantation Group Limited;

   -- the distribution of Newco's shares to creditors of SFC;

   -- Newco's issuance of new notes in an aggregate principal
      amount of C$300 million, to be distributed to creditors of
      SFC;

   -- the creation of a litigation trust to retain certain claims
      that have been or may be asserted by or on behalf of SFC or
      the trustees or holders of SFC Notes, except to the extent
      such claims are released under the Plan, and the
      distribution of the interests in such litigation trust to
      creditors and former Noteholders who have brought Class
      Action claims;

   -- a C$150 million aggregate cap on (i) validly indemnified
      Class Action claims asserted by former Noteholders against
      certain third parties and (ii) the indemnification claims
      that might be asserted by such third parties against SFC;

   -- the creation of a cash reserve for future payment of various
      types of approved administrative expenses and currently
      unresolved claims;

   -- the release of all claims against SFC and cancellation of
      all debentures, indentures, notes ? including the SFC Notes
      ? certificates, agreements, invoices, and other instruments
      evidencing such claims;

   -- the release of certain claims against the Subsidiaries,
      solely with respect to claims against them arising from or
      related to claims against SFC on account of the SFC Notes;

   -- the release of claims against certain named current or
      former directors and officers of SFC, excluding therefrom
      (i) conduct of the type specified under section 5.1(2) of
      the CCAA, such as misrepresentation or wrongful or
      oppressive conduct, (ii) the tort of conspiracy, (iii) fraud
      or criminal conduct, and (iv) nonmonetary remedies of the
      Ontario Securities Commission; provided, however that
      releases are not provided for any directors or officers not
      named in the Plan, except as they relate to the Indemnified
      Noteholder Class Action Limit, as discussed below; and

   -- the release and exculpation of the Monitor, Newco, and Newco
      II.

The Plan also provides a mechanism through which Ernst & Young
LLP and certain named third party defendants that enter into
settlement agreements with the plaintiffs in the class actions (as
Ernst & Young LLP has) will obtain the benefit of global releases
and injunctions under the Plan.

The Monitor can be reached at:

         FTI CONSULTING
         TD Waterhouse Tower
         79 Wellington Street West
         Suite 2010, P.O. Box 104
         Toronto, Ontario M5K 1G8
         Tel: (416) 649-8094
         E-mail: sfc@fticonsulting.com
         Web site: http://cfcanada.fticonsulting.com/sfc/

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption.  The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SINO-FOREST CORP: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Sino-Forest Corporation
                   c/o Foreign Representative
                   1208-90 Burnhamthorpe Rd W
                   Mississauga, ON
                   L5B 3C
                   Canada

Bankruptcy Case No.: 13-10361

Chapter 15 Petition Date: February 4, 2013

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

Debtors' Counsel: Jeremy C. Hollembeak, Esq.
                  MILBANK, TWEED, HADLEY & MCCLOY, LLP
                  One Chase Manhattan Plaza
                  New York, NY 10005
                  Tel: (212) 530-5189
                  Fax: (212) 822-5189
                  E-mail: jhollembeak@milbank.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


SIONIX CORP: To Issue 10 Million Shares Under Incentive Plan
------------------------------------------------------------
Sionix Corporation filed a Form S-8 registration statement with
the U.S. Securities and Exchange Commission relating to the
offering of 10 million shares of common stock issuable under the
Company's 2011 Equity Incentive Plan.  A copy of the Form S-8
prospectus is available for free at http://is.gd/uHfQyE

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, 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 cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SKINNY NUTRITIONAL: May File for Bankruptcy After Missed Payments
-----------------------------------------------------------------
Skinny Nutritional Corp., was notified by Trim Capital LLC, that
Trim Capital has terminated the Securities Purchase Agreement
dated June 28, 2012.

Pursuant to the Purchase Agreement, the Company issued a senior
secured promissory note in the principal amount of $1,000,000 and
pursuant to Amendment No. 1 to the Purchase Agreement, the Company
issued an additional senior secured promissory note in the
principal amount of $270,000.

In its Jan. 29, 2013, notification, Trim Capital demanded payment
of $450,000 for its reasonable fees and expenses incurred in
connection with the transactions contemplated by the Purchase
Agreement.  In total, Trim Capital demanded payment within three
days of a total of $1,826,999 and stated its intention to exercise
all remedies available to it under the Security Agreement and
Intellectual Property Security Agreement if timely payment is not
made.

In light of the failure of the parties to conduct a second closing
under the Purchase Agreement, the Company and Trim Capital entered
into a Standstill Agreement pursuant to which they agreed to
continue their discussions regarding the status of, and
obligations under, the Purchase Agreement.  The Standstill
Agreement provided that the parties will forebear from commencing
or prosecuting any claims against the other or their respective
affiliates during a 60-day standstill period and that Trim Capital
will, subject to certain exceptions and conditions, abide by
certain standstill provisions.  In addition, the parties had
agreed that during the standstill period, they will discuss a plan
with respect to the obligations under the Purchase Agreement and
the Secured Notes and that during that period the Company will
consider various strategic or financing transactions in order to
address its obligations under the Purchase Agreement and the
Secured Notes and to provide for additional working capital.
Further, as of Dec. 18, 2012, the Company and Trim Capital agreed
to extend the standstill period for an additional 30-day period.
However, although the parties have held additional discussions
during the standstill period, to date, no further extension of the
Standstill Agreement has been agreed upon and the parties have not
reached any alternative resolution of their respective rights and
obligations under the Purchase Agreement, the Secured Notes and
the other agreements entered into pursuant to the Purchase
Agreement.

Based upon Skinny Nutritional's current cash position, the Company
is not currently able to repay the amounts claimed by Trim Capital
LLC to be due and payable.

Although the Company believes that Trim Capital is willing to
continue its discussions regarding the resolution of these
matters, Trim Capital may immediately attempt to exercise its
rights to foreclose on the Company's assets pursuant to the terms
of the Security Agreement and the Intellectual Property Security
Agreement.  Accordingly, the Company intends to continue its
efforts to negotiate a restructuring plan for this obligation,
although there can be no assurance that it will be successful in
those efforts and the Company may be required to seek protection
under federal bankruptcy laws.

The foregoing events may also result in an event of default under
certain of the Company's other obligations, including pursuant to
Company's revolving line of credit under its factoring agreement.
Currently, the Company's factoring arrangement runs through
April 1, 2013, and the maximum borrowing limit is $2,000,000.
Further, these developments may also provide termination rights to
counterparties to certain of the Company's obligations, operating
agreements and other arrangements, including the Company's
manufacturing and license agreement with Cliffstar LLC and may
also result in an event of default under the Company's $705,000 in
aggregate principal amount of subordinated convertible notes.
With respect to these subordinated notes, following the Company's
exercise of its right to extend the maturity date, these notes are
due on various dates between November 2013 and March 2014.  Under
the terms of these notes, the Company had agreed to issue an
aggregate of 23,500,000 additional common stock purchase warrants
to the holders in consideration of extending the maturity date.

                      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.


SMART ONLINE: Issues Additional $450,000 Convertible Note
---------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$450,000.  The Company is obligated to pay interest on the New
Note at an annualized rate of 8% payable in quarterly installments
commencing April 29, 2013.  The Company is not permitted to prepay
the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online'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 from
operations and has a working capital deficiency as of Dec. 31,
2011.


SPOKO ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Spoko Enterprises, LLC
        3850 West Cortland Street
        Chicago, IL 60647

Bankruptcy Case No.: 13-04130

Chapter 11 Petition Date: February 2, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Joel A Schechter, Esq.
                  LAW OFFICES OF JOEL SCHECHTER
                  53 W Jackson Blvd., Ste. 1522
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  E-mail: joelschechter@covad.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its eight largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-04130.pdf

The petition was signed by Roman Kowalczyk, member.


SPRINT NEXTEL: Files Schedule 13E-3 with SEC
--------------------------------------------
A Rule 13E-3 Transaction Statement on Schedule 13E-3 was jointly
filed by Clearwire Corporation, Sprint Nextel Corporation, Sprint
HoldCo, LLC, SN UHC 1, Inc., and Collie Acquisition Corp.,
("Merger Sub"), in connection with the Agreement and Plan of
Merger, dated as of Dec. 17, 2012.

In the Merger, each issued and outstanding share of Class A common
stock of Clearwire, par value $0.0001 per share will automatically
be converted into the right to receive $2.97 per share in cash,
without interest, less any applicable withholding taxes.

Concurrently with the filing of the Schedule 13E-3, Clearwire
filed a preliminary proxy statement under Section 14(a) of the
Securities Exchange Act of 1934, as amended, pursuant to the
definitive version of which the Clearwire board of directors will
be soliciting proxies from stockholders of Clearwire in connection
with the Merger, including to adopt the Merger Agreement.

A copy of the filing is available at http://is.gd/Jd6Nuc

                        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 Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

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.


STG-FAIRWAY: S&P Assigns Preliminary 'CCC+' Rating to $125MM Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'CCC+' debt rating to St. Petersburg, Fla.-based STG-
Fairway Acquisitions Inc.'s (doing business as First Advantage
Corp.) proposed $125 million second-lien secured term loan due
2019.  At the same time, S&P is assigning a preliminary recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery for second-lien secured lenders in the event of a
payment default.

The preliminary 'B' corporate credit rating on STG-Fairway
Acquisitions Inc. remains unchanged.  The outlook is stable.

Proceeds from the second-lien term loan, in addition to proceeds
from the proposed first-lien term loan, will be used to fund the
acquisition of LexisNexis Screening Solutions, a subsidiary of
Reed Elsevier.  S&P assigned a preliminary 'B' issue rating to the
first-lien term loan on Jan. 28, 2013.  The preliminary corporate
credit and issue ratings are subject to review of final
documentation upon completion of the financing.

S&P estimates the company will have about $425 million in reported
debt outstanding following the transaction.

The preliminary ratings on global screening solutions provider
First Advantage reflect S&P's assessment that the company's
business risk profile will remain "vulnerable" because the company
has a narrow business focus in a highly fragmented industry with
intense pricing pressure.  In addition, integration risks exist
with the acquisition of LexisNexis Screening Solutions, and future
growth opportunities are limited without the pursuit of additional
acquisitions.  The preliminary ratings also reflect S&P's
assessment that the company's financial risk profile is "highly
leveraged," based on S&P's forecast for credit ratios to remain
weak with leverage at or above 5x and funds from operations (FFO)
to total debt below 12%, S&P's opinion that financial policy is
"aggressive," and S&P's view that liquidity is "adequate."

RATINGS LIST

STG-Fairway Acquisitions Inc.
Corporate credit rating                  B (Prelim)/Stable/--

New Ratings
STG-Fairway Acquisitions Inc.
$125 mil. second-lien secured
term loan due 2019                       CCC+ (Prelim)
  Recovery rating                         6 (Prelim)


SUNSHINE HOTELS: 2 Calif. Marriott Hotels in Chapter 11
-------------------------------------------------------
Sunshine Hotels, LLC, doing business as Springhill Suites and
Sunshine Hotels II, LLC, doing business as Courtyard By Marriott
sought Chapter 11 protection (Bankr. D. Ariz. Case Nos.
13-01560 and 13-01561) on Feb. 4, 2013, in Yuma Arizona.

The Debtors filed a variety of first day motions, including
requests to use cash collateral, enjoin utility providers (Charter
Communications, City of Hesperia, Southern California Edison,
Southern Gas Corp. and Advance Disposal) from discontinuing
service, pay prepetition employee obligations not exceeding
$64,000, and utilize its existing bank accounts.

The Debtors believe that no other party than Square Mile Capital
Management, LLC claims or has an interest in their cash
collateral.  The Debtors do not concede that any creditor holds a
perfected interest in cash but they are willing to treat Square
Mile as though they have cash collateral interests.

As adequate protection of any demonstrated interest in cash
collateral, the Debtors have agreed to grant a replacement lien on
all postpetition assets, of the same type as served as collateral
for any loan prepetition.  The Debtors say the replacement liens
and the equity cushion already provided by their real and personal
property will provide adequate protection.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.  The Debtor disclosed total assets of $9.69 million
and liabilities of $5.81 million.
See http://bankrupt.com/misc/azb13-01560.pdf

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.  The Debtor disclosed total assets of
$21.2 million against liabilities of $13.1 million.  A copy of the
schedules is available for free at:
http://bankrupt.com/misc/azb13-01561.pdf


SUNSHINE HOTELS: Proposes Gallagher & Kennedy as Counsel
--------------------------------------------------------
Sunshine Hotels, LLC and Sunshine Hotels II, LLC filed an
application to employ the firm of Gallagher & Kennedy, P.A. as
general bankruptcy and restructuring counsel.

G&K has advised the Debtors that the current hourly rates for the
attorneys expected to have primary responsibility for this
representation are:

          John R. Clemency       $575 per hour
          Craig Solomon Ganz     $425 per hour
          Tyler J. Carrell       $300 per hour

Other G&K attorneys and paralegals may render services to the
Debtors as needed at these hourly rates:

           Category           Hourly Rate
           --------           -----------
           Shareholders       $400 to $600
           Associates         $275 to $375
           Paralegals         $200 to $250

G&K received $106,000 from Sunshine and $103,000 from Sunshine II
as retainer.

To the best knowledge of the Debtors, G&K does not hold or
represent any interest adverse to the Debtors.

Sunshine Hotels, LLC, doing business as Springhill Suites and
Sunshine Hotels II, LLC, doing business as Courtyard By Marriott
sought Chapter 11 protection (Bankr. D. Ariz. Case Nos.
13-01560 and 13-01561) on Feb. 4, 2013, in Yuma Arizona.


TELETOUCH COMMUNICATIONS: GeoTag Agrees to Dismiss "474" Suit
-------------------------------------------------------------
Progressive Concepts, Inc., a wholly-owned subsidiary of Teletouch
Communications, Inc., entered into a Settlement and Patent License
Agreement with GeoTag, Inc.

In November 2011, GeoTag filed a patent infringement action which
named the Company and numerous other entities, alleging that
features of certain of the defendants' e-commerce Web sites
infringe U.S. Patent No. 5,930,474, entitled "Internet Organizer
for Accessing Geographically and Topically Based Information".

Under the terms of the License Agreement, in consideration for a
one-time settlement payment made by the Company to GeoTag, the
Company was granted a worldwide, royalty-free, non-exclusive, non-
transferable, perpetual, irrevocable license to exploit those
licensed patents.  In addition, the License contains certain
confidentiality provisions, mutual covenants not to sue and
releases relating to the patent infringement litigation.

GeoTag also agreed to dismiss the 474 Action and that dismissal
has occurred and been recorded as of Feb. 1, 2013.  The License
Agreement contains additional provisions that are customary for
the agreements of this nature.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at Nov. 30, 2012, showed $11.35
million in total assets, $18.11 million in total liabilities and a
$6.75 million total shareholders' deficit.


TEN SAINTS: Stipulates to Extend Confirmation Hearing to April
--------------------------------------------------------------
The Ten Saints LLC and Wells Fargo Bank, N.A. have obtained
Bankrutpcy Court approval of a stipulation that extends various
deadlines in connection with the Debtor's Plan of Reorganization,
amended as of Sept. 25, 2012.

The parties stipulate that the pre-trial conference scheduled for
Jan. 23, 2013, at 9:30 a.m., would be continued to April 3, 2013,
at 9:30 a.m.

The confirmation hearing scheduled for Feb. 4, 11, and 12, 2013,
would be continued to (i) April 15, 2013, at 9:30 a.m.; (ii) April
16, 2013, at 1:30 p.m.; and (iii) April 23, 2013, at 9:30 a.m.

In addition, the exclusive period during which Ten Saints may seek
acceptance of its Plan is extended up to and including the
conclusion of the continued confirmation hearing on the Debtor's
Plan.

Wells Fargo also agrees it will not file a competing plan of
reorganization in the case prior to the conclusion of the
continued confirmation hearing on the Debtor's Plan.

As reported in the Dec. 5, 2012 edition of the TCR, the Plan
provides that all of the Debtor's assets will vest in the
Reorganized Debtor, which will continue to exist as a separate
entity in accordance with applicable law.  On the Effective Date
(i) the Amended and Restated Note will be executed by Reorganized
Debtor and delivered to secured lender; and (ii) the loan
documents will remain in full force and effect, save and expect
that without any further action by Reorganized Debtor or secured
lender, all of the loan documents will be deemed to have been
amended.

The Plan provides for this treatment of claims:

     (a) Secured Lender Claim I($14,488,705) -- On the Effective
         Date, all pre-Effective Date defaults under the loan
         documents will be deemed to have been cured and on the
         Effective Date, Debtor or Reorganized Debtor will be
         current and in good standing under the loan documents.
         Additionally, on the Effective Date, the loan documents
         will remain in full force and effect.

     (b) Priority Unsecured Claims ($0) -- will be paid in full,
         in cash, on the latest of: (i) the Effective Date, or
         soon thereafter as is practical; (ii) the date as may be
         fixed by the Bankruptcy Court, or as soon thereafter as
         is practicable; (iii) the 14th business day after the
         claim is allowed, or as soon thereafter as is
         practicable; or (iv) the date as the holder of the claim
         and Reorganized Debtor has agreed or will agree.

     (c) General Unsecured Claims ($212,000) -- each creditor with
         an Allowed General Unsecured Claim will be paid in full
         with interest at the Unsecured Interest Rate, which is 3%
         per annum, through Distributions tendered by Reorganized
         Debtor.

     (d) The Holders of Equity Securities of Debtor will retain
         all of their legal interests.

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

                         About Ten Saints

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TERRA INVENTIONS: Sells 18.7 Million Common Shares
--------------------------------------------------
Terra Inventions Corp., formerly known as Li-ion Motors, Corp.,
sold securities (absent registration with the U.S. Securities and
Exchange Commission) on Jan. 31, 2013, aggregating 18.7 million
shares of common stock at an offering price of $0.006 per share,
to Starglow Assets Inc., Windsor Capital Inc., Platinum Capital
Holdings Corp., et al.   A copy of the Form 8-K disclosure is
available at http://is.gd/t5gmC3

                        About Li-ion Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

The Company's balance sheet at Oct. 31, 2012, showed $47,793 in
total assets, $2.29 million in total liabilities and a $2.24
million total stockholders' deficiency.


THERAPEUTICSMD INC: Robert Smith Discloses 9.4% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Robert J. Smith and his affiliates disclosed that, as
of Oct. 4, 2012, they beneficially own 9,663,257 shares of common
stock of TherapeuticsMD Inc. representing 9.43% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/FUl3vu

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


THERAPEUTICSMD INC: Steven Johnson Discloses 9.2% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Steven G. Johnson disclosed that, as of
Oct. 4, 2012, he beneficially owns 9,453,149 shares of common
stock of TherapeuticsMD Inc. representing 9.22% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/ktfTEz

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


THQ INC: Brencourt Advisors No Longer Owns Common Shares
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Brencourt Advisors, LLC, disclosed that, as
of Dec. 31, 2012, it does not beneficially own any shares of
common stock of THQ Inc.  A copy of the filing is available at:

                        http://is.gd/tFhSOV

                           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 Kurtzman Carson as Administrative Agent
-----------------------------------------------------
THQ Inc., et al., ask the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Kurtzman Carson Consultants
LLC as administrative agent.

KCC will, among other things:

   a) assist with the preparation of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

   b) tabulate votes and perform subscription services as may be
      requested or required in connection with any and all Chapter
      11 plans filed by the Debtors and provide ballot reports and
      related balloting and tabulation services to the debtors and
      their professionals; and

   c) generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results.

Prior to the Petition Date, the Debtors provided KCC a $25,000
retainer.

To the best of the Debtors' knowledge, KCC 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: Taps Centerview Partners as Investment Banker
------------------------------------------------------
THQ Inc., et al., ask the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Centerview Partners LLC as
investment banker.

Centerview Partners will provide general financial advisory and
investment banking services, restructuring services, and financing
services.

Centerview Partners' fee structure includes, among other things:

   -- an initial advisory fee of $200,000;

   -- a monthly financial advisory fee of $125,000

   -- a transaction fee of $2,500,000

   -- a $250,000 WWE sale fee if World Wrestling Entertainment,
      Inc. and THQI consummates the sale of license agreement

To the best of the Debtors' knowledge, Centerview Partners 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.


TOPAZ POWER: Moody's Rates $590 Million Senior Secured Loans 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to approximately
$560 million of 7-year senior secured term loans and $30 million
of 4-year senior secured revolving credit facilities for Topaz
Power Holdings, LLC. Proceeds will be used to repay approximately
$528 million of term loans currently scheduled to mature in
November 2014 along with balances outstanding under a $45 million
revolving credit facility terminating in May of this year and to
pay expenses and swap breakage. The outlook for Topaz has been
revised to stable from negative.

Ratings Rationale:

The B1 rating is driven primarily by the inherent volatility
underlying Topaz's ability to generate cash flow, which is highly
dependent on merchant power sales. The company's existing hedges,
which are in place for about 1,107 MWs of its 1,883 MW portfolio,
expire at the end of 2014; as a result, over 80% of gross margins
generated over the life of the financing are expected to be
derived from the sale of merchant energy. The rating also
considers the relatively modest leverage employed in the project's
capital structure and projected cash flow metrics that generally
score toward the upper end of the B range indicated in Moody's
rating methodology for Power Generation Projects (the Methodology)
in most years. The rating and stable outlook also reflect the
meaningful reduction in refinancing risk that is expected as a
result of the maturity extensions of its term loan and its
revolving credit facilities and considers the improving
fundamentals for power sales in the Electric Reliability Council
of Texas (ERCOT) market as a result of growing demand and
declining reserve margins.

The rating and stable outlook further recognizes the successful
2012 restructuring of Topaz's hedges, which resolved issues with
its counterparty and enabled Topaz to maintain cash flow stability
on a portion of its portfolio through 2014. The rating and outlook
consider the multi-asset nature of the portfolio, which mitigates
operational risk to some degree as well as structural protections
that remain in place for the lenders, including a 100% sweep of
excess cash flow for debt repayment and six month cash funded debt
service reserve. Moody's notes however that, as currently
contemplated, the refinancing will provide some additional
flexibility to Topaz in the areas of asset sales and change of
control and will also allow the cash funded debt service reserve
to be replaced with a letter of credit drawn under the revolving
credit facility. Moody's views these revisions as a weakening of
lender protections.

Although cash flows from Topaz's 335 MW Barney Davis Unit 1 and
674 MW Barney Davis Unit 2, along with 98 MWs of peaking capacity
at Laredo 4 remain hedged through 2014, hedges on its 678 MW
Nueces Bay expired at the end of 2012. The terms of the Barney
Davis hedges were also revised to be financial rather than
physical contracts, adding a modest level of potential cash flow
variability to the project. Based on Topaz's base case
projections, over the life of the financing, less than 15% of the
portfolio's projected gross margins are expected to be derived
from hedged assets. In a less robust power pricing scenario
examined by Moody's, hedged margins make up less than 20% of the
total over the life of the financing.

The rating recognizes the substantial amount of equity that is
incorporated into the project's capital structure (greater than
50%) and the continued deleveraging that will occur as 100% of
excess cash flow (in excess of $15 million that may be retained)
is required to repay debt; however, the rating also considers that
the pace of debt repayment has not been as robust as assumed at
the time of the original 2008 financing, and recognizes the future
pace of repayment is highly dependent on merchant market
conditions.

The rating considers Topaz's recent financial and operational
performance which reflects the impacts of continuing weak power
markets and recent unscheduled outages. As a result, absent the
refinancing, the company anticipates it will be in violation of
its existing facilities financial covenants when it reports
results for the period ending December 31, 2012. The most
significant outages involved unscheduled repairs due to turbine
blade cracking in the GE 7FA gas turbines that are installed at
Barney Davis Unit 2 and Nueces Bay. GE has identified the problem
as a fleet wide issue; and Topaz has been adhering to published
guidelines for inspections and repairs. According to the
independent engineer, a root cause for at least a portion of the
problem has now been determined by GE and Topaz has plans in place
for future monitoring and modifications which have been
incorporated into its operating and maintenance budgets. All of
the engines are covered by long term service agreements with GE.

The stable outlook assumes the potential covenant violations, and
the upcoming May 2013 maturity of Topaz's existing revolving
credit facility, will be addressed by either the refinancing, or
by amendment and extension of the existing revolving credit
facility.

Given the project's current level of merchant exposure, the rating
is unlikely to be upgraded in the near term. Longer term, there
could be upward pressure on the rating if it were to enter
additional hedge agreements locking in cash flows at levels
management is currently expecting, or if debt reduction were to
occur at a significantly faster pace than anticipated.

Downward rating pressure could develop if the refinancing or
amendment and extension of credit facilities are not completed as
anticipated. The rating could also be revised downward if Topaz
experiences significant operating challenges or if financial
metrics are significantly weaker than anticipated.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows. Should the proposed financing be
completed, Moody's will withdraw the B1 ratings assigned to the
existing Topaz senior secured term loan due 2014 (Cusip:
89054FAD6) and the senior secured revolver due 2013(Cusip:
89054FAC8) at or after financial close.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Topaz Power Holdings, LLC owns a portfolio of five generating
units in southern Texas with a combined capacity of 1,883 MW. The
portfolio includes Barney M. Davis 335 MW Unit 1 and 674 MW Unit 2
(conventional steam and combined cycle, respectably), Laredo
Energy Center 98 MW Unit 4 and 98 MW Unit 5 (both simple cycle),
and the 678 MW Nueces Bay Energy Center (combined cycle). Topaz,
formed in 2004, is an indirect, majority-owned subsidiary of
Carlyle/Riverstone Global Energy and Power Fund III, L.P., which
has ownership interests in companies in various sectors of the
energy industry.


TRANS-LUX CORP: Cuts People's United Loan Commitment to $700,000
----------------------------------------------------------------
Trans-Lux Corporation, on Jan. 30, 2013, entered into Amendment
No. 22 to the Credit Agreement with People's United Bank, to
provide for a reduction of the revolving loan commitment from $1
million to $700,000 and an extension of the maturity of the Credit
Agreement through March 1, 2013.

As of Jan. 31, 2013, the Company has drawn the full balance of
$700,000 against the revolving loan facility.  Pursuant to the
terms of the Amendment, the Company no longer has the ability to
request, and the bank has no obligation to extend, further
revolving loans under the credit facility.  The Amendment also
provided for the revision of the definition of "Borrowing Base"
contained in the Credit Agreement.  A copy of the amendment is
available for free at http://is.gd/iIWPFK

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $23.62
million in total assets, $20.37 million in total liabilities, and
$3.25 million in total stockholders' equity.


TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 75.09 cents-on-the-dollar during the week
ended Friday, Feb. 1, 2013, an decrease of 0.77 percentage points
from the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and is unrated
by either Moody's or Standard & Poor's.

                        About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


VELATEL GLOBAL: Amends Stock Purchase Pact with China Motion
------------------------------------------------------------
VelaTel Global Communications, Inc., through its wholly owned
subsidiary Gulfstream Capital Partners Ltd., entered into a First
Amendment to Stock Purchase Agreement, Escrow Agreement, and
Corporate Guaranty with China Motion Telecom International
Limited, Listco's wholly owned subsidiary, China Motion Holdings
Limited, and Holdings' 95% subsidiary ChinaMotion InfoServices
Limited, to acquire 100% of the capital stock of China Motion
Telecom (HK) Limited.  The material terms of the Amendment are:

1. The Purchase Price of HK$45,000,000 (US$5,805,000) is
    increased to HK$45,405,000 (US$5,857,200) representing a 1%
    increase in the difference between the total original Purchase
    Price less the Buyer's Deposit of HK$4,500,000 (US$580,500)
    previously paid in connection with the SPA.

2. Within 10 business days following the Effective Date of the
    Amendment, the Buyer will deposit with Escrow Agent, in
    escrow, a sum of HK$1,170,000 (US$150,900), which will
    represent additional security for the Buyer's performance of
    the SPA.  In the event of the Buyer's failure or inability to
    timely close the SPA on or before the Outside Closing Date or
    the SPA is not closed for whatever reasons other than Seller's
    failure or inability to timely close the SPA on or before the
    amended Outside Closing Date, the Buyer's Deposit and the
    Buyer's Further Deposit together will be released to the
    Seller, and, will constitute the Seller's sole remedy for
    Buyer's breach.

3. The Outside Closing Date of Jan. 31, 2013, described in the
    SPA is extended to Feb. 28, 2013.

4. In addition to the Buyer's Further Deposit and the Amended
    Purchase Price, the Buyer will pay a total sum of no more than
    HK$120,000 (US$15,500) (all inclusive) to the professional
    parties of Seller, towards the total costs and disbursements
    involved in the preparation and execution of, and other
    matters incidental to, the Amendment.

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

                         http://is.gd/J7jgKE

                         About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $21.55
million in total assets, $26.54 million in total liabilities and a
$4.99 million total stockholders' deficiency.


VERSO PAPER: S&P Lowers Rating on Sr. Unsecured Term Loan to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Verso Paper Finance Holdings LLC's (HoldCo) senior unsecured
term loan to 'D' from 'CC' and subsequently withdrew the issue
rating.  S&P also revised the recovery rating on Verso Paper
Holdings LLC's (Verso Paper) $271.6 million senior secured notes
due 2019 to '5' from '4' and lowered the issue-level rating to
'CCC+' from 'B-'.  The '5' recovery rating indicates S&P's
expectation of modest recovery (10% to 30%) for lenders in the
event of a default.  All other ratings, including the corporate
credit rating on Verso Paper Holdings LLC (Verso Paper) are
unchanged.

The rating action follows Verso Paper's announcement that it
entered into exchange agreements with certain lenders of HoldCo's
senior unsecured term loan.  Pursuant to this transaction, Verso
Paper and Verso Paper Corp. issued new 11.75% senior secured notes
due 2019 to the HoldCo lenders in exchange for the assignment to
Verso Paper Finance Holdings LLC of their HoldCo loans and the
cancellation of such HoldCo loans.  The exchange transactions
closed on Jan. 31, 2013.

As of Sept. 30, 2012, about $89 million was outstanding on the
HoldCo term loan.  The HoldCo loan matured Feb. 1, 2013, and Verso
Paper's first-lien notes mature Jan. 15, 2019.  According to S&P's
criteria, it views this as a distressed exchange and tantamount to
a default.  The offer, in S&P's view, implies the investor
received less value than the promise of the original securities
and the new securities' maturities extend beyond the original
maturity date.  S&P previously lowered its ratings on Verso Paper
Holdings LLC and Verso Paper Finance Holdings LLC to 'SD' and
subsequently raised them following a series of debt exchanges
completed in 2012 that S&P viewed as tantamount to default.

RATINGS LIST

Verso Paper Finance Holdings LLC
Corporate credit rating               B-/Stable/--

Verso Paper Holdings LLC
Corporate credit rating               B-/Stable/--

Downgraded; Recovery Rating Revised
                                       To       From
Verso Paper Finance Holdings LLC
Senior unsecured term loan            D        CC
  Recovery rating                      6        6

Verso Paper Holdings LLC
Senior Secured notes due 2019                CCC+     B-
  Recovery rating                      5        4

Ratings Withdrawn
Verso Paper Finance Holdings LLC
Senior unsecured term loan            NR       D
  Recovery rating                      NR       6


VISUALANT INC: Ronald Erickson Discloses 8.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ronald P. Erickson disclosed that, as of
Jan. 29, 2013, he beneficially owns 10,103,573 shares of common
stock of Visualant, Inc., representing 8.6% of the shares
outstanding.  Mr. Erickson has acquired 1,652,000 shares of common
stock of the Company purchased at $.08 per share on Jan. 29, 2013.

Mr. Erickson has been a director and officer of the Company since
April 24, 2003.  He currently serves as the Company's Chief
Executive Officer and President.  He was appointed to the
positions of CEO and President on November 10, 2009.  Earlier, he
was appointed President and Chief Executive Officer of the Company
on Sept. 29, 2003, and resigned from this position on Aug. 31,
2004, at which time he was appointed Chairman of the Board.

A copy of the filing is available at http://is.gd/U2u8OI

                        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.


VITESSE SEMICONDUCTOR: Extends Gardner's Employment Until 2015
--------------------------------------------------------------
Vitesse Semiconductor Corporation entered into a new Employment
Agreement with Christopher R. Gardner, which supersedes and
replaces the Employment Agreement between the Company and Mr.
Gardner, dated as of Feb. 12, 2010, as amended, which agreement
was scheduled to expire by its terms on Feb 12, 2013.

Pursuant to the terms of the 2013 Employment Agreement, Mr.
Gardner will receive a base salary of $394,000 per year and is
eligible to receive an annual target bonus of 100% of his base
salary and an annual maximum bonus of 150% of his base salary.
The amount of any such bonus is subject to the discretion of the
Company's Compensation Committee.  The agreement also provides
that Mr. Gardner is eligible to receive equity compensation grants
under the Company's 2010 Incentive Plan, or any successor
compensation plan, at the discretion of the Company's Compensation
Committee.

In the event Mr. Gardner's employment is terminated by mutual
agreement, by the Company "For Cause", by Mr. Gardner other than
for "Good Reason" or because of Mr. Gardner's death or
"Disability", Mr. Gardner will receive his base salary earned
through his final day of employment, but shall not be eligible to
receive any other compensation unless otherwise agreed by the
parties.

The 2013 Employment Agreement contains a provision that would
require Mr. Gardner to return any bonus payments earned if the
Company were required to prepare an accounting restatement to
correct an accounting error on an interim or annual financial
statement included in a report on Form 10-Q or Form 10-K, due to
material noncompliance with any financial reporting requirement
under the federal securities laws, and the Company's Board of
Directors determines that misconduct by Mr. Gardner occurred and
caused such restatement.

The 2013 Employment Agreement terminates on Feb. 12, 2015.

A copy of the Form 8-K is available at http://is.gd/w1R1YR

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


WAUPACA FOUNDRY: Moody's Sees Loan Upsizing as Credit Negative
--------------------------------------------------------------
The announcement by Waupaca Foundry, Inc. that it has increased
the size of the upsized term loan by $50,000,000 is a credit
negative development for the company. The further increase in the
term loan will be used to support a larger special dividend to
Waupaca's sponsors. However, Moody believes the company's credit
metrics, including pro forma Debt/EBITDA of about 3.4x, continue
to support the B1 Corporate Family Rating, B2 rating on the
upsized term loan, and stable rating outlook.

The last rating action for Waupaca Foundry, Inc. was on January
31, 2013 when the Corporate Family Rating was affirmed at B1 with
a stable rating outlook.

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

Waupaca Foundry, Inc., headquartered in Waupaca, Wisconsin, is a
leading iron foundry and manufacturer of gray, ductile and
compacted graphite iron castings. The company's products are sold
into the commercial vehicle, off-highway, agriculture,
construction, hydraulic, and materials handling markets. Revenues
for fiscal year 2012 were approximately $1.7 billion. The company
is a wholly-owned subsidiary of affiliates of KPS Capital
Partners, LP.


WAUPACA FOUNDRY: S&P Retains 'B+' Rating After $200MM Loan Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its senior secured
'B+' issue-level and '3' recovery ratings on Waupaca, Wis.-based
casting supplier Waupaca Foundry Inc. (Waupaca) remain unchanged
after the company upsized its recent add-on term loan B to
$200 million from $150 million, leading to a $425 million term
loan facility.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  The 'B+' corporate credit rating and stable
outlook are unaffected.

The company will use the additional proceeds from the term loan to
increase the shareholder distribution.  Pro forma leverage
increases to 3.8x from 3.5x, reducing cushion in Waupaca's credit
measures (for the current rating) to withstand future operating
shortfalls.  Mandatory amortization on the term loan will remain
5% per year.  For the rating, S&P expects leverage to remain
between 3x and 4x, with free operating cash flow to debt of 5% to
8%.

RATINGS LIST

Waupaca Foundry Inc.
Corporate Credit Rating       B+/Stable/--

Ratings remain unchanged

Waupaca Foundry Inc.
Senior secured
  $425 mil term loan fac       B+
   Recovery rating             3


WEEMS RESORTS: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Weems Resorts, LLC
        dba Lookout Mountain/Chattanooga South KOA Campground
        P.O. Box 1156
        Ringgold, GA 30736

Bankruptcy Case No.: 13-10513

Chapter 11 Petition Date: February 1, 2013

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

Judge: Shelley D. Rucker

Debtor's Counsel: Brent James, Esq.
                  HARRISS HARTMANN LAW FIRM PC
                  P.O. Drawer 220
                  200 McFarland Building
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  E-mail: bkcourts@harrisshartman.com

Scheduled Assets: $4,345,030

Scheduled Liabilities: $1,680,366

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb13-10513.pdf

The petition was signed by Danny Odell Weems, owner.


* Moody's Notes Stable Outlook in 4Q 2012 for US Property Market
----------------------------------------------------------------
The outlook for the major US property markets was stable in the
fourth quarter of 2012, according to Moody's Investors Service's
Red-Yellow-Green quarterly property assessment. The overall
composite score for the US has been Green 67 for seven quarters
running.

"The stable outlook is consistent with the generally slow pace of
both construction and absorption, which, respectively, represent
the supply and demand components of real estate," said Moody's
Vice President - Senior Credit Officer Keith Banhazl.

Moody's Red-Yellow-Green report scores commercial real estate
markets on a scale of 0 (weak) to 100 (strong) and describes them
by traffic light colors, with scores of 0-33 identified as Red,
34-66 as Yellow, and 67-100 as Green. The latest report reflects
data from third-quarter 2012.

Sector Analysis

The Red-Yellow-Green Report contains a total of 388 individual
market scores, approximately 55 markets per property sector.

California metros topped five of the seven property sectors (Los
Angeles for industrial and limited-service hotel, Oakland for
multi-family and San Francisco for retail and CBD office).

Multifamily remained the highest-scoring sector with a score that
held at Green 85. Upcoming multifamily supply exceeded forecast
demand by 0.5%, the same as last quarter.

Suburban office gained two points to Yellow 55. The sector's 17.2%
vacancy rate, while high, improved by 0.2% from last quarter and
0.8% from the same quarter last year.

CBD office remained Green 70 and its recovery continues to lead
that of suburban office by a considerable margin.

Full-service hotel remained at Yellow 63, and limited-service
hotel, at Yellow 66. An increase in each sector's RevPAR lag to
its baseline target countered modest improvements in the supply-
demand relationship.

Retail vacancy edged downward to 12.9% from 13.0% the previous
quarter, but the sector's score remained stable, at Yellow 66.

Metropolitan Market Analysis

Below is a list of the scores of the top 10 cities found most
frequently in CMBS based on dollar volume, with the previous
quarter's scores in parentheses:

  New York: 73 (75)
  Los Angeles: 79 (77)
  Washington, DC: 64 (68)
  Chicago: 65 (63)
  Dallas: 58 (56)
  Philadelphia: 63 (61)
  Miami: 73 (74)
  Atlanta: 57 (55)
  Houston: 71 (69)
  San Francisco: 79 (78)

The five highest scoring markets in the US:

  San Francisco: 79 (78)
  Los Angeles: 79 (77)
  Honolulu: 78 (78)
  Orange County, CA: 76 (74)
  San Diego: 74 (69)

And the five lowest scoring:

  Trenton: 38 (44)
  Detroit: 48 (48)
  Phoenix: 50 (50)
  Las Vegas: 51 (51)
  Hartford: 52 (62)


* U.S. Credit Card Delinquencies Drop in 2012, Fitch Says
---------------------------------------------------------
After dropping below record lows not seen in over six years, U.S.
credit card ABS chargeoffs rose back to normalized levels last
month while delinquencies fell further to end 2012, according to
the latest index results from Fitch Ratings.

All other major collateral metrics, including yield and payment
rates, improved during the December collection period.

According to Fitch's 60+ Day Delinquency Index, late payments
dropped 10 basis points (bps) after coming to a halt for the last
three months. Delinquencies declined to a level of 1.63%, a new
historical low to close out the year and the lowest level since
Fitch launched its prime index in 1991. This improvement has
pushed late stage delinquencies a staggering 64% below peak levels
reached at the end of 2009.

Fitch's Prime Credit Card Chargeoff Index rose 20 bps during the
same period following a temporary decline in the prior month.
Losses normalized to 4.18% from 3.98% after breaking below levels
not observed since 2006. Chargeoff rates, following a year-long
trend of declining delinquencies, ended 2012 22% lower from the
same period last year.

Three-month average excess spread measures also reached new
heights to round out the year by increasing its ninth consecutive
month. Excess spread is now at an all-time high of 11.64%. The
recent improvement in excess spread levels are almost doubled when
compared to its long term index average of roughly 6%.

Performance of both gross yield and monthly payment rate (MPR)
were favorable as well during the December collection period.
Yield increased 43 bps to 18.61% while MPR jumped 66 bps to 22.93%
and recorded the second highest level historically.

Fitch's Prime Credit Card index was established in 1991 and tracks
more than $96 billion of prime credit card ABS backed by
approximately $269 billion of principal receivables. The index is
primarily comprised of general purpose portfolios originated by
institutions such as Bank of America, Citibank, Chase, Capital
One, Discover, etc.

While performance of Fitch's Retail Credit Card Index for the end
of 2012 was mixed, both chargeoffs and delinquencies fell. Gross
retail chargeoffs dropped 27 bps to 6.42% and are approximately
24% lower than the previous year's results. Late stage retail
delinquencies also declined eight bps, a 20% improvement compared
to levels during the same period last year.

Similar to the prime index, retail three-month average excess
spread broke a new record and extended an improving trend for the
11th straight month. It increased six bps to finish the year at
15.66% compared to its long term average of roughly 8.5%.

Fitch's Retail Credit Card index tracks more than $27 billion of
retail or private label credit card ABS backed by approximately
$53 billion of principal receivables. The index is primarily
comprised of private label portfolios originated and serviced by
Citibank (South Dakota) N.A., GE Money Bank and World Financial
Network National Bank. More than 165 retailers are incorporated
including Wal-Mart, Sears, Home Depot, Federated, Loews, J.C.
Penney, Limited Brands, Best Buy, Lane Bryant and Dillard's, among
others.

ABS ratings on both prime and retail credit card trusts are
expected to remain stable given available credit enhancement, loss
coverage multiples, and structural protections afforded investors.


* Jim Leshaw Leaves Greenberg Traurig to Form Own Practice
----------------------------------------------------------
Jim Leshaw, a business lawyer who has been helping clients
successfully close deals and minimize risks for twenty five years,
is leaving Greenberg Traurig to form his own law practice.  He was
with the firm for more than 23 years and is the long-time head of
its Florida Business Reorganization & Restructuring Practice.

Mr. Leshaw has handled a wide variety of business matters
including: mergers, acquisitions, cross-border insolvency
transactions, financings, contract drafting and negotiations, and
bet-the-company litigation, to name a few.  His clients include
domestic and offshore businesses and entrepreneurs to
multinational, Fortune 500 companies, private equity firms and
their portfolio companies.

He is also adept at helping other attorneys resolve disputes for
their clients in his role as an experienced mediator and
arbitrator.  Mr. Leshaw is a Supreme Court Certified Circuit Court
Mediator, who is on the Roster of Mediators for the United States
Bankruptcy Courts for the Southern District of Florida, the
Southern and Eastern Districts of New York and the District of
Delaware.  He also is a member of the AAA panel of commercial
arbitrators.

Mr. Leshaw will focus his new law practice on providing general
counsel services for domestic and offshore businesses; bankruptcy,
restructurings and workouts; corporate advice and counsel; mergers
and acquisitions of healthy and financially distressed businesses;
litigation counseling and oversight; and mediation and
arbitration.

The firm, to be known as Leshaw Law, P.A., will maintain two
offices:

   -- Miami -- 1395 Brickell Avenue, Ste. 800, Miami, FL 33131,
(305) 477-1758

   --  Key Biscayne -- 240 Crandon Blvd., Ste. 248, Key Biscayne,
FL 33149, (305) 361-7593

Mr. Leshaw earned his Bachelor of Arts in Political Science and
Religion from Tufts University and his juris doctorate from New
York University School of Law.


* Paul & Hastings' C. Moel and J. Lee Move to King & Spalding
-------------------------------------------------------------
King & Spalding has recruited prominent finance and banking
lawyers Chris D. Molen and J. Craig Lee as partners in its
financial institutions practice in Atlanta.  They join King &
Spalding from Paul Hastings.

"Chris and Craig make our strong complex finance practice even
stronger and will help us expand our asset-based lending work,"
said Richard T. Marooney, co-leader of King & Spalding's financial
institutions practice.  "Their expertise complements ours and
deepens our roster of finance partners who handle highly
sophisticated work.  We are fortunate to have them join us and
welcome them to the firm."

Mr. Molen focuses on complex commercial and banking transactions,
debt restructuring and workouts, with particular experience in the
financing of merger and acquisition deals, asset-based financing,
leveraged finance and healthcare and communications industry
lending practices.  He has represented a range of large
international financial institutions, national banks, finance
companies and hedge funds.  He is ranked as a leading banking and
finance lawyer by Chambers USA.

Mr. Lee focuses on debt financing transactions, representing
creditors, investors and borrowers.  His clients include large
U.S. and non-U.S. banks, finance companies, hedge funds and public
and private companies.  He has experience in secured and unsecured
credit facilities, bankruptcies, reorganizations and workouts,
cross-border transactions, acquisitions, recapitalizations and
other leveraged financings.

King & Spalding's financial institutions practice is comprised of
more than 100 lawyers worldwide with expertise in complex
financings, private equity, fund formation, litigation,
investigations, Islamic finance, real estate capital markets, tax
and regulatory matters.  King & Spalding was ranked 6th in the
United States for lender representations in 2012, according to
Thomson Reuters.  The firm's class action and real estate capital
markets practices were each named by Law360 as one of 2012's top
five practices in the United States in their respective practice
areas.  King & Spalding's project finance practice received a
tier-one ranking in U.S. News & World Report's 2013 "Best Law
Firm" survey.

                      About King & Spalding

Celebrating more than 125 years of service, King & Spalding --
http://www.kslaw.com-- is an international law firm that
represents a broad array of clients, including half of the Fortune
Global 100, with 800 lawyers in 17 offices in the United States,
Europe, the Middle East and Asia.  The firm has handled matters in
over 160 countries on six continents and is consistently
recognized for the results it obtains, uncompromising commitment
to quality and dedication to understanding the business and
culture of its clients.


* Rosenberg, Neuwirth & Kuchner Merges with Marks Paneth & Shron
----------------------------------------------------------------
New York area accounting firm Rosenberg, Neuwirth & Kuchner, P.C.
(RNK), which specializes in accounting and related services for
the media and entertainment industries, has joined Marks Paneth &
Shron LLP (MP&S).  RNK and its 39 people, including six partners
and three senior consultants, will operate under the Marks Paneth
& Shron name.  RNK focuses on privately-owned companies and is
highly regarded for its expertise serving organizations involved
in creative and performing arts, including Broadway and other
theater, TV, music and literary work.  Their entertainment
practice has been in existence since 1919 and they are a leader in
serving clients on Broadway and elsewhere.  The firm also has
significant real estate, tax planning for high-net-worth
individuals and corporate audit (including employee benefit plans)
practices.

"The joining of our two firms presents an excellent opportunity
for all our clients, our partners and our staff.  RNK's
exceptional accounting and tax expertise and advisory skills,
their industry insight and scope and the deep focus on serving
their sophisticated client base matches and complements MP&S's
approach," said Mark Levenfus, Managing Partner at MP&S.

"This tremendous expertise is already being recognized by the
market.  We have several exciting new opportunities and our
combined strengths are already providing value to our existing
clients.  In this environment, an entrepreneurial culture together
with industry knowledge and uncompromising service is paramount,
and our clients will benefit from our well-regarded depth and
breadth of knowledge and experience," he continued.

MP&S, which has nearly 475 people of whom approximately 60 are
partners and principals, provides businesses with a full range of
auditing, accounting, tax, consulting, bankruptcy and
restructuring services, as well as litigation and corporate
financial advisory work.  The firm serves a continuum of
industries, including real estate, nonprofit, professional and
financial services, energy, hospitality, as well as media and
entertainment.  MP&S has a strong track record supporting
international businesses, emerging growth companies,
entrepreneurs, business owners and investors as they navigate the
business life cycle.  MP&S also specializes in providing high-net-
worth individuals and their families with tax advisory and
consulting services.

MP&S, whose origins date back to 1907, is the nation's 32nd
largest accounting firm and the 16th largest in the New York area.
Through its subsidiary Tailored Technologies, LLC, MP&S provides
IT consulting services.  MP&S has headquarters in Manhattan and
offices in Westchester, Long Island and Cayman Islands.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Jan. 28, 2013


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***