TCR_Public/130207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 7, 2013, Vol. 17, No. 37

                            Headlines

15-35 HEMPSTEAD: Court Dismisses Chapter 11 Case
A&S GROUP: Has Access to SunTrust Cash Collateral Until March 1
AGFEED INDUSTRIES: Farm Credit Inks Forbearance Agreement
AHL THIRD: Case Summary & 8 Largest Unsecured Creditors
AJW OFFSHORE: Funds Receive U.S. Protection in Central Islip

ALLIED SYSTEMS: $57M Suit Says Yucaipa Schemed to Grab Control
AMERICAN AIRLINES: Finalizing Fine Points of USAir Merger Deal
AMERICAN RENAL: S&P Affirms 'B' CCR, Rates New $450MM Loan 'B-'
API TECHNOLOGIES: Senator Investment Discloses 10.7% Equity Stake
ARCHDIOCESE OF MILWAUKEE: 2 Clergy Abuse Claims Will Go to Trial

ARTE SENIOR LIVING: T. Teeple Named Patient Care Ombudsman
ATI FARMS: Case Summary & 17 Largest Unsecured Creditors
ATP OIL: Heads Toward Showdown Over New Bankruptcy Financing
AURASOUND INC: Aims to Sell Assets to GGEC America for $4.8MM
B+H OCEAN: Court Confirms Reorganization Plan

BEHRINGER HARVARD: BHSTO Fund Has Two Remaining Assets
BERRY PLASTICS: Files Form 10-Q, Incurs $10-Mil. Loss in Q1 2013
BIOLIFE SOLUTIONS: Cardiac Dimensions CEO Joins BioLife Board
BISSETT PRODUCE: Case Summary & 20 Largest Unsecured Creditors
BRIER CREEK: Court Rules on Valuation of Select Properties

BRIXMOR LLC: Moody's Lifts Sr. Debt Rating to B3; Outlook Stable
BRODKEY BROTHERS: Voluntary Chapter 11 Case Summary
CAESARS ENTERTAINMENT: Plans to Offer $1.5 Billion of Sr. Notes
CARDINAL FASTENER: Court Directs Special Counsel to Turn Over Docs
CARPENTER CONTRACTORS: Exited Bankruptcy in November 2012

CASH STORE: Moody's Reviews 'B3' CFR for Possible Downgrade
CENTRAL EUROPEAN: Appoints Former Dist. Judge Farnan to Board
CHRYSLER GROUP: Fiat Aims to Close Deal Next Year
CLINICA REAL: Objection to Claims Dischargeability Extended
COUNTRYWIDE FIN'L: Fresh Questions Emerge over BofA Settlement

DALLAR ROADSTER: Submits Revised Budget After TCB Objection
DAVCOMMERCIAL ACQUISITIONS: Voluntary Chapter 11 Case Summary
DELL INC: Fitch Cuts Issuer Default Rating to 'BB+' on LBO Deal
DH-EVANS LLC: Case Summary & 4 Largest Unsecured Creditors
DOWENT FAMILY: Case Summary & 8 Unsecured Creditors

EASTMAN KODAK: Closes IP Sale, Seeks Exclusivity Thru May 31
EATERIES INC: Garfield's and Garcia's Secret Bankruptcy Hit
EDISON MISSION: Section 341(a) Meeting Scheduled for Feb. 21
EDUCATION HOLDINGS: Seeks OK for DLA Piper and A&M
GATZ PROPERTIES: Riverhead Golf Course Searches for Buyer

GENERAL AUTOMOTIVE: Files Petition for Chapter 7
GENESIS ENERGY: S&P Rates $300MM Senior Unsecured Notes 'B'
HANDY HARDWARE: Donlin Recano Tapped as Claims & Noticing Agent
HAWKER BEECHCRAFT: Plan Confirmation Order Signed Feb. 1
HILLTOP FARMS: Can Use First Bank's Cash Collateral Until April 30

HOMEREADY 55: Case Summary & 7 Unsecured Creditors
HUDSON HEALTHCARE: Retains DRC as Claims & Noticing Agent
HUDSON VALLEY: Orange County Choppers Unit Sent to Liquidation
HURLEY MEDICAL: Fitch Rates Series 2013A & B Revenue Bonds 'BB+'
HYMAN BIBER: Ch.7 Trustee May Amend Clawback Suit Against BofA

INSPIRATION BIOPHARMA: Cangene Agrees to Acquire Hemophilia Assets
INSPIREMD INC: Incurs $1.9 Million Net Loss in Dec. 31 Quarter
INTERFAITH MEDICAL: Retains Donlin Recano as Claims Agent
IZEA INC: Frost Gamma Discloses 9.1% Equity Stake
JASON INC: S&P Assigns 'B+' Corporate Credit Rating

JEFFERSON COUNTY, AL: Creditors' Trustee Misses Feb. 1 Payment
JEFFERSON COUNTY, AL: Hearing With Sewer Bondholders Not Completed
JILL ACQUISITION: Moody's Affirms 'Caa1' CFR; Outlook Positive
KI CHANG PARK: Loses Appeal Over Trustee's Sale of Assets
LA JOLLA: Gets Notice of Allowance for Patent Covering GCS-100

LAND SECURITIES: U.S. Trustee Opposes Retainers for Advisors
LDK SOLAR: Venice Court Enforces $31-Mil. Arbitration Award
LEGENDS GAMING: Chickasaw Tribe Sues Over Failed Sale
LEHMAN BROTHERS: Broker Earmarks $15.2 Billion for Customers
LIFEPOINT HOSPITALS: Moody's Affirms Ba2 CFR After Loan Upsizing

LODGENET INTERACTIVE: Obtains Approval for KCC as Claims Agent
LODGENET INTERACTIVE: Taps Deloitte as Tax Advisor
LODGENET INTERACTIVE: Miller Buckfire Tapped as Investment Banker
LODGENET INTERACTIVE: Equity Trading Rules Has Interim OK
MARTIN FOREST: Voluntary Chapter 11 Case Summary

MEDICAL ALARM: Expects to be Profitable in Fiscal Third Quarter
METRO FUEL: Shouldn't Liquidate, Unsecured Creditors Say
MF GLOBAL: SIPA Trustee's Claims Review "Substantially Complete"
MF GLOBAL: Ch. 11 Trustee Joins Creditors in Proposed Plan
MF GLOBAL: Customers to Get Most of Their Money Back

MICRON TECHNOLOGY: S&P Rates Sr. Convertible Notes Due 2033 'BB-'
MSR RESORT: Parties Await Plan Confirmation Ruling
MUTUAL BANK: 7th Circ. Backs FDIC Win in Exec's $30M Suit
N & G PRO: Case Summary & 6 Largest Unsecured Creditors
NATIONAL MENTOR: S&P Retains 'B+' Rating on $550MM Term Loan

NATIONSTAR MORTGAGE: Moody's Cuts CFR to 'B2'; Outlook Stable
NATURAL PORK: Hiring Variant Capital as Investment Banker
NEW ENGLAND COMPOUNDING: Retains DRC as Claims & Balloting Agent
NICHOLAS HAMIC: Case Summary & 13 Largest Unsecured Creditors
NIFTUS LLC: Court Coverts Case to Chapter 7 Liquidation

NII HOLDINGS: S&P Assigns 'B-' Rating to $400MM Sr. Notes Due 2019
NNN PARKWAY: Breakwater Files Contempt-of-Court Motion v. LNR
OCALA FUNDING: Files Chapter 11 Litigation Plan
OMEGA NAVIGATION: Subsidiaries Set for Feb. 22 Auction
OVERSEAS SHIPHOLDING: Gets $25M DIP to Keep Tankers Afloat

OVERSEAS SHIPHOLDING: New York Judge Consolidates 3 Class Suits
PALOMAR HEALTH: Fitch Affirms 'BB+' Rating on 4 Bond Classes
PATRIOT COAL: Carmody MacDonald OK'd as Committee's Local Counsel
PENSON WORLDWIDE: Sets March 14 Hearing on Disclosure Statement
PETTERS COMPANY: PBE Trustee Allowed to Use Cash Until December

PETTERS COMPANY: Mark A. Weisbart OK'd as Trustee's Local Counsel
PETTERS COMPANY: Stuarts Walker Hersant OK'd as Cayman Counsel
PHARMACEUTICAL RESEARCH: S&P Withdraws 'B' Corporate Credit Rating
PICCADILLY RESTAURANTS: Exclusivity Periods Extended Thru April 9
PINNACLE AIRLINES: File Committee-Backed Reorganization Plan

PONCE TRUST: Files Schedules of Assets and Liabilities
PQ CORP: S&P Retains 'B+' CCR Following Repricing of $1.2BB Loan
POWERWAVE TECHNOLOGIES: Cash Use Requires Sale Deal by Feb. 9
REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating
RESIDENTIAL CAPITAL: Creditors Generally Oppose Trust Settlement

RESIDENTIAL CAPITAL: Insurers Cry Foul Over $8.7B MBS Settlement
RESIDENTIAL CAPITAL: Ally CEO Threatens to Withdraw $750M Deal
REVLON CONSUMER: S&P Assigns 'B' Rating to $400MM Sr. Unsec. Notes
REVSTONE INDUSTRIES: Creditors Demand Ch. 11 Trustee
RITE AID: Fitch Assigns 'BB-' Rating to New $1.72BB Revolver Loan

RITE AID: Moody's Reviews 'Caa1' CFR for Possible Upgrade
ROTHSTEIN ROSENFELDT: Some Creditors May Recoup 100% Under Plan
RS HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
SAN DIEGO HOSPICE: Case Summary & 20 Largest Unsecured Creditors
SATCON TECHNOLOGY: Fails to Find Buyer, Seeks Ch. 7 Liquidation

SAVE MOST: Can Access JPMC Cash Collateral Until June 30
SAVE MOST: SDCCU Consents to Use of Cash Collateral Until May 31
SCHOOL SPECIALTY: Feb. 25 Final Hearing on $50MM Loan Plus Roll-Up
SCHOOL SPECIALTY: Wins Approval for KCC as Claims & Notice Agent
SCHOOL SPECIALTY: Removes Break-Up Fee, Still Seeks Quick Sale

SEA LAUNCH: Boeing Co. Says Partners Owe $350M Over Satellite Co.
SIERRA NEGRA: Disclosure Statement Hearing Tomorrow
SK REAL PROPERTY: Case Summary & 2 Unsecured Creditors
SOUTHERN MODULAR: Court Dismisses Involuntary Chapter 11 Case
SPANSION INC: Employee Not Entitled to Retention Bonus

SPEEDY CASH: S&P Affirms 'B' Issuer Credit Rating
STARZ LLC: S&P Affirms 'BB' Rating on Senior Notes Due 2019
SUNSHINE HOTELS: Case Summary & 20 Largest Unsecured Creditors
TEXAS WYOMING: Former President & COO Allowed $162,500 in Claims
TOPAZ POWER: Moody's Rates $590 Million Senior Secured Loans 'B1'

TRAINOR GLASS: Plan Filing Period Extended Until March 11
TRANS NATIONAL COMMS: Proposes $14-Mil. Sale to Blue Casa
VELO HOLDINGS: Taken Over by Secured Lenders
W.R. GRACE: Reports $111.6-Mil. Net Loss in Fourth Quarter 2012
WAGSTAFF MINNESOTA: Joins Forces With Creditors on Exit Plan

WAUPACA FOUNDRY: Moody's Sees Loan Upsizing as Credit Negative
WINECARE STORAGE: Seeks Chapter 11, Blames Hurricane Sandy
YEHUD-MONOSSON: SIST Founder Sued for Fraudulent Transfers

* Earned-Income Credit Validly Exempted From Creditors' Claims
* Lender Not Required to Take Title to Abandoned Collateral

* Fitch Sees More Bankruptcy Filings in U.S. Coal Industry
* Moody's Notes Stable Outlook in 4Q 2012 for US Property Market
* Junk-Company Liquidity Strengthens in January

* Schools Suing Former Students Shows Crisis in Loans to Poor
* Standard & Poor's Faces U.S. Suit over Mortgage Bond Ratings
* BlackRock Sued by Funds over Securities Lending Fees

* Bankruptcy Filings Fell Lowest in Five Years
* Pie Shrinks For Bankruptcy Attorneys as Filings Drop Again

* 5th Cir. Appoints Jason Woodard as N.D. Miss. Bankruptcy Judge
* 9th Cir. Appoints Daniel Collins as Arizona Bankruptcy Judge

* Daniel McElhinney Joins DRC's Business Development Team
* Greenberg Traurig Fla. Bankruptcy Head Will Open Solo Firm
* Groom Law Group Adds Seasoned Skadden Litigator in DC
* KCC Recognized as Finalist in M&A Advisor's Turnaround Awards
* Pepper Hamilton Picks Louis J. Freeh as Next Chair

* Recent Small-Dollar & Individual Chapter 11 Filings




                            *********

15-35 HEMPSTEAD: Court Dismisses Chapter 11 Case
------------------------------------------------
The Bankruptcy Court has dismissed 15-35 Hempstead Properties,
LLC's Chapter 11 case effective Dec. 20, 2012.

Karen L. Gilman, Esq., the Chapter 11 trustee, sought the
dismissal of the Chapter 11 case, saying that all meaningful
assets of the Debtors' estates have been liquidated.  The Chapter
11 Trustee proposed to disburse $82,695 for creditors holding
allowed general unsecured claims.

Dismissal was delayed due to certain issues with the U.S. Trustee.

The official committee of unsecured creditors backed the Chapter
11 trustee's dismissal request.

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties LLC and affiliate Jackson 299 Hempstead
LLC owned real property at 101 Boardwalk in Atlantic City, New
Jersey.  They filed for Chapter 11 bankruptcy protection (Bankr.
D.N.J. Case Nos. 10-43178 and 10-43180) on Oct. 26, 2010.  Albert
A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, serves as counsel
to the Debtors.  The Debtors each estimated assets and debts at
$10 million to $50 million.


A&S GROUP: Has Access to SunTrust Cash Collateral Until March 1
---------------------------------------------------------------
The Bankruptcy Court has authorized A&S Group, Inc., in a sixth
interim order, to use cash collateral of SunTrust Bank until
March 1, 2013.

The use of any cash collateral will be restricted to payment of
operating expenses specified in the budget.

Specifically, the Debtor is authorized to pay rent for the real
property commonly known as 5351 Royal Woods Parkway, Tucker,
Georgia to United Community Bank in the amount of $10,792, to be
paid on Feb. 15, 2013, as provided by the budget.  SunTrust
consents to this payment only on the condition that UCB agrees not
to seek any further rent for the month of February 2013 and agrees
not to seek a lifting of the automatic stay to foreclose on the
property.

The Debtor owes SunTrust pursuant to commercial notes executed by
the Debtor: (i) revolver note dated July 14, 2011, in the original
principal amount $3,500,000; and (ii) term note dated Sept. 29,
2008, in the original principal amount of $650,000.  As of
Aug. 30, 2012, the outstanding unpaid balances (principal,
interest and late fees) on the revolver note and term note was
$3,559,506 and $312,143, respectively.  The notes are secured by
all assets of the Debtor.

As a condition of the Debtor's use of SunTrust's cash collateral,
the Debtor is authorized to grant the Bank, as of the date of
filing its petition, a continuing, additional first priority
replacement liens.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules.  The petition was signed by Sami Durukan,
president.


AGFEED INDUSTRIES: Farm Credit Inks Forbearance Agreement
---------------------------------------------------------
AgFeed USA, LLC, and its affiliates entered into a forbearance
agreement with Farm Credit Services of America, FLCA, and Farm
Credit Services of America, PCA, in connection with the Credit
Agreement, dated June 6, 2006.

In the Forbearance Agreement, Farm Credit agreed that it will take
no action to enforce its default remedies under the Credit
Agreement and related security and other agreements until the
earlier of (1) violation of the Forbearance Agreement or further
breach of the Credit Agreement and related security and other
agreements or (2) March 1, 2013.

The parties also entered into an amendment to the Credit Agreement
to provide, among other things, for the addition of AgFeed USA's
subsidiary Midwest Finishing, LLC, as a borrower and obligor under
the Credit Agreement, with its assets secured by the lien under
the Credit Documents.

On Jan. 9, 2013, AgFeed USA received an adverse decision in
arbitration, requiring it to make a net payment of $7.9 million to
Hormel Foods Corporation.  AgFeed USA sells hogs to Hormel under
long-term supply agreements.  Sales of hogs to Hormel under the
Supply Agreements account for substantially all of AgFeed USA's
revenues and a majority of the Company's revenues.

As a result of the arbitration decision and resulting liabilities,
AgFeed USA and its affiliates were in violation of several
financial covenants in the Credit Agreement.

Under the Credit Agreement, the Borrowers had 30 days in which to
cure those violations, at which time Farm Credit could have
notified the Borrowers that the violations constitute an Event of
Default under the Credit Agreement, and declare that the loans and
other amounts owed under the Credit Agreement immediately due and
payable.  However, the Credit Agreement was scheduled to mature
and become due and payable on Feb. 1, 2013, so the violations did
not result in an acceleration of the loans and other amounts.  The
Company did not repay the amounts due under the Credit Agreement
on Feb. 1, 2013.

The Company is working closely with Farm Credit in reviewing its
financing options and has entered into discussions with Hormel as
regarding possible amendments to the Supply Agreements.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/IzW7ak

                      About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries is an international
agribusiness with operations in the U.S. and China.  AgFeed has
two business lines: animal nutrition in premix, concentrates and
complete feeds and hog production. In the U.S., AgFeed's hog
production unit, M2P2, is a market leader in setting new standards
for production efficiency and productivity.  AgFeed believes the
transfer of these processes, procedures and techniques will allow
its new Western-style Chinese hog production units to set new
standards for production in China. China is the world's largest
pork market consuming 50% of global production and over 62% of
total protein consumed in China is pork.  Hog production in China
currently enjoys income tax free status.


AHL THIRD: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AHL Third LLC
          fdba Aegis Holding Lipstick LLC
        885 Third Avenue
        New York, NY 10022

Bankruptcy Case No.: 13-10355

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Rachel S. Blumenfeld, Esq.
                  LAW OFFICES OF RACHEL S. BLUMENFELD
                  26 Court Street, Suite 2400
                  Brooklyn, NY 11242
                  Tel: (718) 858-9600
                  Fax: (718) 858-9601
                  E-mail: rblmnf@aol.com

Scheduled Assets: $0

Scheduled Liabilities: $1,075,462

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-10355.pdf

The petition was signed by Terrence P. Goggin, chairman of the
managing member.


AJW OFFSHORE: Funds Receive U.S. Protection in Central Islip
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AJW Offshore Ltd. and three affiliated funds
persuaded the bankruptcy judge in Central Islip, New York, to sign
an order recognizing the bankruptcy in the Cayman Islands as the
so-called foreign main proceeding.

Incorporated in the Cayman Islands, the funds appealed mostly to
foreign investors.  They were placed into liquidation in April and
December by the Grand Court of the Cayman Islands.

The liquidators intend to utilize Chapter 15 to secure books and
records in the U.S. now in possession of third parties.

They also intend to pursue discovery that might lead to lawsuits.

The liquidators said the funds were part of a "scheme to keep up
the appearance that the investments made by the AJW Funds were
successful when, in fact, they were not."  The liquidators said
the funds typically invested in the stock of startup companies or
distressed businesses that "could not obtain financing from more
traditional sources."

                      About AJW Offshore

Liquidators of AJW Offshore, Ltd., and three affiliates filed
Chapter 15 petitions (Bankr. E.D.N.Y. Case No. 8-70078) on Jan. 7,
2013 in Central Islip, New York, in the United States to seek
recognition of the liquidation supervised by the Cayman Islands
Grand Court.

Before succumbing to liquidation, the Offshore Funds were engaged
in private investments in public equities (PIPE). They traded at
the distressed end of the market, predominantly providing funding
to businesses that could not obtain financing from traditional
sources.


ALLIED SYSTEMS: $57M Suit Says Yucaipa Schemed to Grab Control
--------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that unsecured
creditors of Allied Systems Holdings Inc. launched a $57 million
adversary complaint Friday seeking to subordinate the claims of
Allied's private equity owner Yucaipa Cos. Ltd., the latest salvo
in a dispute over Yucaipa's alleged scheme to wrest control of the
company from creditors.

Allied's official committee of unsecured creditors is accusing
Yucaipa of taking control of the company's outstanding secured
debt before its bankruptcy as part of a scheme to reduce the power
of other company stakeholders, the report related.

                       About Allied Systems

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Finalizing Fine Points of USAir Merger Deal
--------------------------------------------------------------
The Wall Street Journal's Mike Spector and Susan Carey report that
people close to the discussions said American Airlines parent AMR
Corp. and US Airways Group Inc. are hashing out the last major
details of a merger agreement that would create the world's
largest airline and are racing to finalize a deal.  If the deal is
reached, the new company could have a market capitalization of
more than $10 billion and would vault ahead of United Continental
Holdings Inc. as the biggest U.S. airline by traffic.  The all-
stock deal would be executed as a reorganization plan that takes
American out of Chapter 11 bankruptcy protection.

The Journal's sources cautioned the merger negotiations remained
fluid and could fall apart.  Significant points of the deal,
including how to split ownership of the airline and how to arrange
board seats and management ranks, remain unresolved.  The boards
of both airlines haven't yet convened to consider the deal,
although American representatives on Wednesday discussed whether
to schedule such a meeting, said a person close to the matter. It
could take another couple of weeks for an agreement to be
completed, the people said.

The sources told WSJ that the discussions are now at an advanced
stage, with AMR Chief Executive Tom Horton, US Airways CEO Doug
Parker, and a small circle of advisers negotiating the merger's
finer points.  Under the deal's current contours, American
creditors would own roughly 72% of the airline and US Airways
shareholders about 28%, people close to the discussions said.

The sources said Mr. Parker is in line to run the combined airline
as CEO.  Mr. Horton, meanwhile, could become nonexecutive board
chairman for a limited time, though his exact role remained in
flux and there were some discussions about him becoming executive
chairman -- a more powerful position.  American's board is
interested in Mr. Horton having some kind of role to ensure the
merger's potential financial benefits are realized, one of the
people said.

Influential creditors controlling American's fate largely support
a merger, making a deal highly likely unless disagreements
unexpectedly mushroom, the people said, according to the report.
The airlines and American's creditors are racing to finish a deal
before Feb. 15, when a nondisclosure agreement American's
bondholders have signed expires.

WSJ also reports several people close to the matter said it could
be difficult to meet that deadline, so the confidentiality
agreements might need to be extended. Other outstanding issues
that could delay a deal include the exact makeup of the new
airline's board and how creditors with claims against American's
parent and operating subsidiary would be treated in bankruptcy
court, they said.

The American-US Airways combination "will result in four healthy
airlines with the right level of capacity," said John Thomas, head
of the global aviation practice at L.E.K. Consulting, according to
WSJ.  "Four big players is a very successful environment," he
said, adding that it also leaves room for smaller airlines such as
Alaska Air Group Inc. and JetBlue Airways Corp. to succeed.

The Journal says the new American would be 2.3% larger than United
by capacity, and 2.2% larger by traffic, based on 2012 data.

                      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 RENAL: S&P Affirms 'B' CCR, Rates New $450MM Loan 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Beverly, Mass.-based American Renal Holdings Inc.
(ARH).

"At the same time, we assigned ARH's proposed $50 million first-
lien revolving credit agreement and $400 million first-lien term
loan B our 'B' credit rating (the same as the corporate credit
rating) with a recovery rating of '3', indicating our expectation
for meaningful (50% to 70%) recovery of principal in the event of
a payment default," S&P said.

S&P also assigned ARH's proposed $240 million second-lien term
loan S&P's 'CCC+' credit rating (two notches below the corporate
credit rating) with a recovery rating of '6', indicating S&P's
expectation for negligible (0 to 10%) recovery of principal in the
event of a payment default.

The rating on American Renal Holdings Inc. (ARH), a kidney
dialysis service provider, reflects its "vulnerable" business risk
profile, distinguished by its dependence on the treatment of a
single disease and pressure from third-party payors to reduce
payments.  ARH's "highly leveraged" financial risk profile
reflects pro forma debt to 2012 EBITDA (adjusted to capitalize
operating leases and deduct noncontrolling interests) of 8.6x
(7.7x annualizing adjusted EBITDA for the fourth quarter of 2012),
compared with actual adjusted leverage of 5.7x as of Dec. 31, 2012
(including Associates' PIK toggle notes), in addition to its
substantial cash distributions to noncontrolling interests (NCIs).
S&P expects ARH to expand EBITDA generation and to continue
generating cash flow after distributions to NCIs, allowing
meaningful deleveraging over the next two years.

"Our stable rating outlook on American Renal reflects our
expectation that continued EBITDA growth will enable meaningful
deleveraging over the next two years, despite potential adverse
changes in Medicare reimbursement in 2014.  Although not likely in
2013, because third-party reimbursement rates have been set, we
could lower our rating if the EBITDA margin contracts even more
than expected or new clinics underperform historical levels,
prompting a depletion of liquidity," said Standard & Poor's credit
analyst Gail Hessol.

Over time, margin pressures could result from a further
unfavorable shift in payor mix, reduced reimbursement from
commercial payors, difficulties managing costs, or an inability to
cope with Medicare changes.

S&P could raise its ratings if ARH steadily deleverages through
EBITDA growth to achieve sustained adjusted leverage at or below
4x.  Based on pro form debt, this would correspond to adjusted
EBITDA of $181 million, compared with 2012 adjusted EBITDA of
about $85 million.  Given the presence of a financial sponsor and
in light of the 2011 and 2013 dividends, S&P believes a reduction
in leverage would likely be an opportunity to releverage the
company to benefit shareholders.


API TECHNOLOGIES: Senator Investment Discloses 10.7% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Senator Investment Group LP disclosed that,
as of Feb. 1, 2013, it beneficially owns 5,929,232 shares of
common stock of API Technologies Corp. representing 10.7% of the
shares outstanding.  A copy of the filing is available at:

                         http://is.gd/zNQlPv

                     About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

The Company's balance sheet at Aug. 31, 2012, showed US$399.68
million in total assets, US$223.66 million in total liabilities,
US$25.92 million in preferred stock, net of discounts, and
US$150.09 million in shareholders' equity.

                            *    *    *

As reported by the TCR on Nov. 16, 2012, Moody's Investors Service
has lowered the ratings of API Technologies Corp., including the
Corporate Family and Probability of Default Ratings to Caa1 from
B3.  The Caa1 Corporate Family Rating considers both weakness and
lack of progress within the company's credit metrics over the past
year and likelihood that U.S. defense outlays will soften in
coming years as U.S. troops withdraw from Afghanistan by 2014.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on API Technologies
Corp. to 'B' from 'B+'.

"API's earnings and cash generation have improved less than we
expected following two large debt-financed acquisitions in 2011,
and the company's credit metrics are weaker than we anticipated,"
said Standard & Poor's credit analyst Chris Mooney.


ARCHDIOCESE OF MILWAUKEE: 2 Clergy Abuse Claims Will Go to Trial
----------------------------------------------------------------
Wisconsin Bankruptcy Judge Susan V. Kelley denied the Archdiocese
of Milwaukee's motion for summary judgment with regard to its
objection to Proof of Claim number 106 filed by a claimant who
alleged Father William Effinger sexually abused him in 1980 or
1981 when the Claimant was 11 years old in the seventh grade.
Effinger was a family friend, and the abuse occurred in the
Claimant's bedroom.  The claimant's identity has been kept under
wraps; he is identified in court papers as A-36.  The Debtor moved
for summary judgment, arguing that the Claim should be disallowed
as time-barred under Wisconsin's six-year statute of limitations
for fraud.  The Claimant disputes that the statute of limitations
bars the Claim.

"It is possible that discovery will reveal that the Claimant
indeed had more information brought home to him than appears in
the record.  If that is the case, the Court will revisit this
issue.  But in the battle of affidavits between an attorney who
attached reams of publicity about the priest sex abuse scandal and
an abuse victim who says he saw none of it, the Court sides with
the Claimant as having raised a disputed fact about whether he
should have discovered the Debtor's alleged fraud," Judge Kelley
said.  A copy of the Court's Feb. 1, 2013 Memorandum Decision is
available at http://is.gd/fUNKEvfrom Leagle.com.

In a separate decision, Judge Kelley denied the Archdiocese's
motion for summary judgment with regard to its objection to Proof
of Claim number 456 filed by a claimant who alleged that Father
Franklyn Becker sexually abused him in 1971 or 1972 when the
Claimant was 13 or 14 years old.  Becker abused the Claimant while
Becker was a parish priest at St. John de Nepomuc Church in
Milwaukee.  The Claimant was identified in court papers as A-341.
The Debtor also argued that the Claim should be disallowed as
time-barred under Wisconsin's statute of limitations.  A copy of
the Court's Feb. 1, 2013 Memorandum Decision is available at
http://is.gd/xGUxQFfrom Leagle.com.

                    Statute of Limitations

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the rulings mean that the bankruptcy judge isn't
allowing the Archdiocese of Milwaukee to knock out all claims for
sexual abuse even though they may have occurred as long ago as the
early 1970s.

According to the report, in two opinions late last week, U.S.
Bankruptcy Judge Kelley is throwing out claims filed by sexual
abuse victims to the extent they are based on theories of
negligence.  She ruled that the statute of limitations, the law
governing how quickly a lawsuit must commence, is three years for
negligence.

The result is different on abuse claims based on fraud, according
to Judge Kelley.  Under Wisconsin law, she relied on other rulings
which say that the time period for filing a fraud claim doesn't
begin to run until six years after knowing facts disclosing fraud.

In the two cases she ruled on last week, Judge Kelley said the
victims so far haven't been shown to be aware of publicity saying
the Milwaukee archdiocese was covering up allegations of sexual
abuse.

Although Judge Kelley is allowing the fraud claims to survive for
now, she said that further investigation may show the victims
became aware of facts which should have tipped them off about the
fraud and the obligation to file a claim sooner.

Judge Kelley said that the law is different in cases involving
commercial fraud.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARTE SENIOR LIVING: T. Teeple Named Patient Care Ombudsman
----------------------------------------------------------
The U.S. Trustee for Region 14 selected a new patient care
ombudsman for Arte Senior Living, LLC.  The U.S. Trustee asked the
Bankruptcy Court to approve the appointment of:


         Teresa Teeple
         Arizona State Long Term Care Ombudsman
         Division of Aging and Adult Services
         1789 W. Jefferson Ave.
         3rd floor, Site Code 950A
         Phoenix, AZ 85007
         Tel: (602) 542-6454
         Fax: (602) 542-6655
         E-mail: TTeeple@azdes.gov

The U.S. Trustee previously selected Syble Oliver as patient care
ombudsman.  However, during the pendency of the case, Ms. Teeple
assumed  Ms. Oliver's elder rights specialist role as the Long
Term Care Ombudsman for the State of Arizona, which is a division
of the Arizona Department of Economic Security/Division of Aging
and Adult Services.

As reported in the TCR on Aug. 22, 2012, the Bankruptcy Code
provides that the Patient Care Ombudsman is tasked to:

   1) monitor the quality of patient care provided to patients of
      the Debtor, to the extent necessary under the circumstances,
      including interviewing patients and physicians; and

   2) report to the Court regarding the quality of patient care
      provided to patients of the Debtor every 60 days.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
disclosed $52,317,766 in assets and $34,411,296 in liabilities as
of the Chapter 11 filing.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The U.S. Trustee has not appointed an unsecured creditors'
committee 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 if interest develop among the creditors.


ATI FARMS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ATI Farms, LLC
        2637 White Sulphur Road
        Gainesville, GA 30501

Bankruptcy Case No.: 13-20350

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtors' Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Avian Technology International, LLC     13-20351
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Frederick J. Kempker, manager/member.

A. A copy of ATI Farms' list of its 17 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/ganb13-20350.pdf

B. A copy of Avian Technology's list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/ganb13-20351.pdf


ATP OIL: Heads Toward Showdown Over New Bankruptcy Financing
------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports a bankruptcy judge
in Houston refused to consider an emergency financing motion from
ATP Oil & Gas Corp. that creditors called "shocking and offensive"
and gave the company until Monday to get a better loan deal.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp., which is already selling its oil
and natural gas leases, violated another covenant in the loan
financing the Chapter 11 reorganization.

According to the report, the company disclosed on Feb. 1 that a
new well failed to achieve commercial production by a January
deadline, thus cutting off new borrowing availability under the
credit financing the Chapter 11 case begun in August.  To obtain
the ability to borrow an additional $100 million covering cash
flow shortfalls, ATP was slated to appear before the Court Feb. 5
to seek approval of amendments to the loan facility.

The report notes that prior violation of covenants in the loan
agreement required ATP to sell the leases.  The U.S. Bankruptcy
Court in Houston scheduled an auction for the shallow-water
properties on Feb. 26.  The bankruptcy court will hold a hearing
on Feb. 14 to approve auction procedures for ATP's deep-water
properties.

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

ATP's $1.5 billion in 11.875% second-lien notes last traded on
Feb. 1 for 5 cents on the dollar, a 31% decline in price since
Jan. 17, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

                           About ATP Oil

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

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

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

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


AURASOUND INC: Aims to Sell Assets to GGEC America for $4.8MM
-------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that
California stereo-equipment maker AuraSound Inc. is seeking to
sell some of its assets to GGEC America Inc., a subsidiary of the
company's biggest creditor and main primary supplier, in a deal
valued at nearly $4.8 million.

                       About AuraSound Inc.

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

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


B+H OCEAN: Court Confirms Reorganization Plan
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that B&H Ocean Carriers Ltd. secured the signature of the
bankruptcy judge on a Feb. 1 confirmation order approving the
reorganization plan. B&H filed under Chapter 11 in May.

According to the report, all affected creditor classes voted in
favor of the plan.  B&H and nine bankrupt affiliates own four
vessels capable of carrying petroleum products or dry bulk.
Initially the Bermuda-based company said it had $46.1 million in
debt, including $32.4 million owed to secured lenders.

The report recounts that B&H sold one vessel and filed the plan to
sell the remainder while distributing proceeds first to secured
creditors, taking settlements into consideration.  About $2.4
million is scheduled for distribution to unsecured creditors.
Depending on the particular company liable on the debt, the
recovery on an unsecured claim is estimated to range from a low of
less than 5% to full payment.

                     About B+H Ocean Carriers

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

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

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

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


BEHRINGER HARVARD: BHSTO Fund Has Two Remaining Assets
------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP, on Feb. 4,
2013, made available to its unit holders its 2012 Third Quarter
Report Summary.

The Fund disclosed it continues in the disposition phase with only
two remaining assets -- the Hotel Palomar-Dallas and five acres of
land at 1221 Coit Road.  The Fund plans to wind up operations over
approximately the next two to three years with the land being sold
first, notwithstanding the final resolution of the back-end
promoted interests on the eventual sale (by the new owners) of
Landmark I & II and 5050 Quorum, which the Fund sold in 2011.

As of Dec. 14, 2012, the Fund's estimated per-unit value is $1.93,
a nearly fivefold increase compared with $0.40 established on
Dec. 29, 2011.  This improvement primarily reflects the resolution
of deficiencies on defaulted loans, at no cost to the Fund,
related to two properties that were subsequently disposed during
2012.  These loan deficiencies had a negative impact on the 2011
valuation of approximately $15.6 million.  Among other things, the
improvement also reflects an increase in the valuation of the
Hotel Palomar-Dallas.

A copy of the 2012 Third Quarter Report Summary is available at:

                        http://is.gd/kwEW8j

                      About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $49.06
million in total assets, $52.94 million in total liabilities and a
$3.88 million total deficit.


BERRY PLASTICS: Files Form 10-Q, Incurs $10-Mil. Loss in Q1 2013
----------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $10 million on $1.07 billion of net sales for the
quarterly period ended Dec. 29, 2012, as 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 total stockholders' deficit.

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

                        http://is.gd/AnaABc

                       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, 2013, 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.

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.


BIOLIFE SOLUTIONS: Cardiac Dimensions CEO Joins BioLife Board
-------------------------------------------------------------
BioLife Solutions, Inc., announced that Rick Stewart, Chief
Executive Officer of Kirkland, Washington-based Cardiac
Dimensions, has joined its board of directors and has been
appointed to its Audit Commitee.  Stewart replaces Howard Breslow,
who submitted his resignation from the board.

Mr. Stewart has served as President and Chief Executive Officer,
and a member of the Board of Directors of Cardiac Dimensions since
2001.  From 1998 to 2001 he was President and Chief Executive
Officer of Tegris Corporation, a leading IT infrastructure and
enterprise applications provider for vertical markets.  Prior to
that Mr. Stewart had a long career within Eli Lilly and Company's
Medical Device and Diagnostics Unit, holding multiple executive
positions in general and technical management, sales, marketing
and business development.  Mr. Stewart was a member of the senior
team that led a buyout of the Physio-Control subsidiary from Eli-
Lilly in 1994 which shortly thereafter was taken public.  He
received an MBA from the University of Washington.

Mike Rice, BioLife Solutions Chairman and Chief Executive Officer,
said, "I am very pleased that Rick has agreed to join our board at
this very important time for BioLife.  We are generating record
revenues and on a significant growth path, and Rick's extensive
life sciences and operations background will make his counsel and
participation invaluable as we seek to generate more shareholder
value.  I know I speak for our entire board in looking forward to
the contributions Rick will make as we continue to execute our
growth plan."

Rice continued, "Our board would also like to recognize the
outstanding contributions Howard has made to support the Company's
growth, as a board member and also as corporate counsel for
BioLife."

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.41 million in total assets, $15.45 million in total liabilities
and a $12.03 million total shareholders' deficiency.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.


BISSETT PRODUCE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bissett Produce, Inc.
        P.O. Box 279
        Spring Hope, NC 27882

Bankruptcy Case No.: 13-00713

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  E-mail: jhendren@hendrenmalone.com

                         - and ?

                  Rebecca F. Redwine, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 420-0941
                  Fax: (919) 420-0475
                  E-mail: rredwine@hendrenmalone.com

Scheduled Assets: $4,426,994

Scheduled Liabilities: $5,486,038

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb13-00713.pdf

The petition was signed by Ted Lee Bissett, II, vice president.


BRIER CREEK: Court Rules on Valuation of Select Properties
----------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina determined the valuations
of Brier Creek Corporate Center Associates Limited Partnership, et
al.'s properties.

The Court, in its order, stated that valuation of the property is
a key component of the Debtors' efforts to draft their chapter 11
plan.  Accordingly, the order set out in summary and preliminary
fashion the property valuations as:

   1. Brier Creek Corporate Center              $11,420,000
   2. Shopton 30-C                               $5,300,000
   3. Brier Creek Corporate Center IV           $23,076,000
   4. Brier Creek Corporate Center VI           $22,960,000

However, as to these properties, the Court was unable to set the
value without the generation of a new discounted cash flow
analysis, prepared with the noted inputs:

   1. Service Retail at Whitehall II: Using the discounted cash
      flow analysis generated in the Bidencope & Associates July
      1, 2012, Limited Appraisal, make the following input
      modifications:

      A) change discount rate to 9.0%
      B) change terminal capitalization rate to 8.5%

   2. Whitehall Corporate Center IV: Using the discounted cash
      flow analysis generated in the Bidencope & Associates July
      1, 2012, Limited Appraisal, make the following input
      modifications:

      A) change discount rate to 8.75%
      B) change terminal capitalization rate to 8.25%

   3. Whitehall Corporate Center V: Using the discounted cash flow
      analysis generated in the Bidencope & Associates July 1,
      2012, Limited Appraisal, make the following input
      modifications:

      A) change discount rate to 8.75%
      B) change terminal capitalization rate to 8.25%

   4. Whitehall Corporate Center VI: Using the discounted cash
      flow analysis generated in the Bidencope & Associates July
      1, 2012, Limited Appraisal, make the following input
      modifications:

      A) change discount rate to 8.75%
      B) change terminal capitalization rate to 8.25%

   5. Service Retail at Brier Creek: Using the discounted cash
      flow analysis generated in the Integra Realty Resources
      March 29, 2012, Appraisal of Real Property, make the
      following input modifications:

      A) substitute tenant improvement expense numbers found in
         theBidencope & Associates July 2, 2012 Limited Appraisal
      B) change discount rate to 9.0%

In this relation, the Court directed the parties to submit a
valuation for the each of the second set of properties, using a
discounted cash flow analysis comprised of the factors determined
by the Court.  If the parties cannot agree on that value, separate
valuations with supporting discounted cash flow analysis exhibits
may be submitted.

An additional summary order will be entered as to these properties
upon receipt of the new discounted cash flow analyses.

The Court said that the order is intended to constitute a
preliminary ruling which will ultimately be incorporated
into a final order regarding confirmation.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related entities affiliates filed for Chapter 11 protection
(Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The
Debtors own real property located in Wake County, North Carolina
and Mecklenburg County, North Carolina.  In most instances, the
real property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors's cases and all of the cases are now being
jointly administered for procedural purposes only.


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.


BRODKEY BROTHERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Brodkey Brothers, Inc.
          dba Brodkey's Jewelers
        12165 West Center Road, Suite #73
        Omaha, NE 68144

Bankruptcy Case No.: 13-80203

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Robert V. Ginn, Esq.
                  HUSCH BLACKWELL SANDERS, LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  E-mail: Robert.Ginn@huschblackwell.com

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

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

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

The petition was signed by Oliver Keene, chief executive officer.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Artcraft Midwest Co.                    13-80204
Brodkeys Inc.                           13-80205
Brodkeys-Iowa, Inc.                     13-80206
Brodkeys-Grand Island, Inc.             13-80207
Brodkeys-Lincoln, Inc.                  13-80208
Brodkeys-Norfolk, Inc.                  13-80209
Brodkeys-Oak View, Inc.                 13-80210
Brodkeys - Southroads, Inc.             13-80211
Brodkeys Westroads, Inc.                13-80212


CAESARS ENTERTAINMENT: Plans to Offer $1.5 Billion of Sr. Notes
---------------------------------------------------------------
Caesars Entertainment Corporation said that Caesars Operating
Escrow LLC and Caesars Escrow Corporation, wholly owned
unrestricted subsidiaries of Caesars Entertainment Operating
Company, Inc., are proposing to issue $1,500,000,000 aggregate
principal amount of 9% senior secured notes due 2020 in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended.  The Notes are to be issued
under the same indenture governing the 9% senior secured notes due
2020 that were issued on Aug. 22, 2012, and the 9% senior secured
notes due 2020 that were issued on Dec. 13, 2012, but the Notes
and the Existing Notes will not be fungible until the completion
of a registered exchange offer pursuant to which holders that
exchange their Notes will receive registered 9% senior secured
notes due 2020 that will have the same CUSIP number as any
Existing Notes registered as part of that exchange offer or one or
more prior exchange offers, and those Notes and Existing Notes
will thereafter be fungible.  The offering is subject to market
conditions and other factors.  Upon satisfaction of certain
conditions, CEOC would assume the Escrow Issuers' obligations
under the Notes.

Caesars intends to use the net proceeds from the offering to repay
certain outstanding term loans and to pay related fees and
expenses.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to Regulation
S.  The Notes will not be initially registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $28.34
billion in total assets, $28.22 billion in total liabilities and
$114.7 million in total Caesars stockholders' equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital.  The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.

In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. and wholly owned subsidiary Caesars
Entertainment Operating Co. Inc. to negative from stable.  "We
affirmed all other ratings on the companies, including our 'B-'
corporate credit rating," S&P said.

As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
CEC's long-term issuer default rating at 'CCC'.


CARDINAL FASTENER: Court Directs Special Counsel to Turn Over Docs
------------------------------------------------------------------
Ohio Bankruptcy Judge Pat E. Morgenstern-Clarren directed Reminger
Co., LPA, as special counsel to then-chapter 11 debtor Cardinal
Fastener & Specialty Co., Inc., to turn over documents relating to
or belonging to the Debtor.  When the case converted to chapter 7,
the chapter 7 trustee asked the firm to turn over the documents.
The firm declined to do so, responding that at least some of the
documents are protected by the attorney-client privilege and the
work product doctrine based on the firm's alleged separate
representation of the debtor's officers and directors. The trustee
then filed a turnover motion, which the firm opposes.

According to Judge Morgenstern-Clarren, the firm failed to prove
that any documents are protected either by the work-product
doctrine or the attorney-client privilege.  The Court directed the
firm to produce and turn over the requested documents within a
week of the Court order.

A copy of Judge Morgenstern-Clarren's Feb. 4, 2013 Memorandum of
Opinion and Order is available at http://is.gd/FQrwodfrom
Leagle.com.

                      About Cardinal Fastener

Cardinal Fastener & Specialty Co. is a bolt-maker that became a
supplier to the U.S. and European wind turbine industry in 2007.
Cardinal Fastener filed a Chapter 11 petition (Bankr. N.D. Ohio
Case No. 11-15719) on June 30, 2011.  Rocco I. Debitetto, Esq., at
Hahn Loeser + Parks LLP, in Cleveland, served as counsel to the
Debtor.  The Debtor estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee, on behalf of the unsecured creditors,
demanded payment from the Debtor on unsecured claims in an amount
estimated at $4,138,841.  On July 18, 2012, the court granted the
debtor's motion to convert the case to chapter 7.


CARPENTER CONTRACTORS: Exited Bankruptcy in November 2012
---------------------------------------------------------
Carpenter Contractors of America, Inc., notified the U.S.
Bankruptcy Court for the Southern District of Florida that the
effective date of their confirmed Second Amended Plan of
Reorganization occurred on Nov. 16, 2012.

According to the Disclosure Statement, payments and distributions
under the Plan are funded by the Debtors' current and ongoing
business operations.  In addition, First American Bank has agreed
to provide the Debtors with the exit facility in the form of a
one-year $5,120,000 monitored asset based line of credit renewable
annually for three years, and a $2,500,000 term note, repayable in
36 monthly installments.

First American will retain its liens on the collateral to secure
its allowed secured claims and will receive payments to satisfy
all obligations under the bond letters of credit and related
agreements.  Fifth Third Bank will be paid its secured claim of
$35,000 in full in 24 equal monthly installments, amortized at 8%
interest.  Other secured creditors are unimpaired under the Plan.

General unsecured creditors of Carpenter Contractors will
participate pro rata in the distribution of quarterly payments in
the amount of $50,000 for year 1 of the Plan, Plan, quarterly
payments in the amount of $50,000 for year 2 of the Plan,
quarterly payments in the amount of $75,000 for year 3 of the
Plan, and quarterly payments in the amount $125,000 for each of
years 4, 5 and 6 of the Plan.  General Unsecured Creditors of CCA
Midwest will also receive installment payments.  The holders of
unsecured claims against Carpenter and CCA are impaired.

Holders of equity interests are unimpaired and will retain their
ownership interests in the Debtors.

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

http://bankrupt.com/misc/Carpenter_Contractors_2nd_Amended_DS.pdf

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  In its amended schedules, carpenter Contractors disclosed
$42,900,574  in assets and $26,013,480 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.

According to the Second Amended Disclosure Statement, payments and
distributions under the Plan will be funded by the Debtors'
current and ongoing business operations.  In addition, First
American Bank has agreed to provide the Debtors with the exit
facility in the form of a one-year $5,120,000 monitored asset
based line of credit renewable annually for three years, and a
$2,500,000 term note, repayable in 36 monthly installments.


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.


CENTRAL EUROPEAN: Appoints Former Dist. Judge Farnan to Board
-------------------------------------------------------------
The Board of Directors of Central European Distribution
Corporation has appointed the Honorable Joseph J. Farnan, Jr., as
director of CEDC effective as of Feb. 4, 2013.  Mr. Farnan will be
named to the Board's Compensation Committee and Audit Committee.

Mr. Farnan is currently engaged in the private practice of law
with Farnan LLP.  He served as a United States District Judge for
the District of Delaware from 1985 to 2010 and as Chief Judge from
1997 to 2001.

In connection with his appointment to the Board of Directors, Mr.
Farnan will be eligible to receive equity awards pursuant to
CEDC's 2007 Stock Incentive Plan, including an annual equity award
of $100,000, and annual fees for service as a director in the
amount of $75,000 and as a member of the Audit Committee and
Compensation Committee in the amount of $10,000 for service on
each committee.  CEDC intends to enter into an indemnification
agreement with Mr. Farnan.

On February 4, Robert Koch notified the Board of his resignation
effective immediately.  Mr. Koch served as an independent director
of CEDC since February 2004 and at the time of his resignation was
a member of the Board's Compensation Committee and Nominating and
Corporate Governance Committee.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z.o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

                             Liquidity

The Company's Convertible Senior Notes are due on March 15, 2013.
The Company has said its current cash on hand, estimated cash from
operations and available credit facilities will not be sufficient
to make the repayment of principal on the Convertible Notes and,
unless the transaction with Russian Standard Corporation is
completed the Company may default on them.  The Company's cash
flow forecasts include the assumption that certain credit and
factoring facilities coming due in 2012 would be renewed to manage
working capital needs.  Moreover, the Company had a net loss and
significant impairment charges in 2011 and current liabilities
exceed current assets at June 30, 2012.  These conditions, the
Company said, raise substantial doubt about its ability to
continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

As reported by the TCR on Jan. 16, 2013, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa3 from Caa2.

"The downgrade follows CEDC announcement on the 28 of December
that it had agreed with Russian Standard a revised transaction to
repay its $310 million of convertible notes due March 2013 which,
in Moody's view, has increased the risk of potential loss for
existing bondholders", says Paolo Leschiutta, a Moody's Vice
President - Senior Credit Officer and lead analyst for CEDC.


CHRYSLER GROUP: Fiat Aims to Close Deal Next Year
-------------------------------------------------
Gilles Castonguay (gilles.castonguay@dowjones.com), writing for
The Wall Street Journal, reported that Fiat SpA's chief executive
said he expected to complete the acquisition of Chrysler Group LLC
next year, once the Italian auto maker reached a price agreement
for the remaining stake in its U.S. unit.

"We will resolve it in 2014," Sergio Marchionne said at a forum
Sunday in Fiat's hometown of Turin, where he was being interviewed
by an editor of la Repubblica, the newspaper hosting the event,
WSJ related. Fiat and a United Auto Workers union retiree trust
that owns 41.5% of Chrysler disagree on the value of an option
that Fiat exercised last July to buy a 3.3% stake in Chrysler.
They have gone to court to resolve the issue.

Fiat offered the trust, called the Voluntary Employee Beneficiary
Association, $139.7 million to buy the stake, and has since
proposed paying $198 million for another 3.3% stake but the trust
wants about $343 million for the first stake, WSJ noted.

Mr. Marchionne, according to WSJ, earlier set 2015 as the deadline
for completing the acquisition. Fiat's gradual takeover of
Chrysler is helping to increase the auto maker's economies of
scale to better compete globally.

WSJ said the Italian company is developing new models with
Chrysler for several brands, as well as sharing parts, platforms
and plants to become a more efficient manufacturer. Fiat also is
taking advantage of Chrysler's dealership network in the U.S. to
sell its own cars and reduce its exposure to the dismal European
market, where its mass-market brands such as Fiat had operating
losses of more than ?700 million, or about $950 billion, last
year.

Mr. Marchionne is overseeing a plan to revive Fiat's underused
manufacturing base in Italy by exporting cars from its premium
brands, Maserati and Alfa Romeo, to the U.S., where demand is
gaining strength, WSJ further related. His plan also focuses on
the utilitarian side of the auto maker's namesake Fiat brand,
represented by the Panda hatchback, which is sold in Europe.

"We'll probably do another Panda -- a Panda X -- one that would be
a little longer," he said, according to WSJ.

Mr. Marchionne said Fiat was considering making a car to respond
to the growing market for low-cost models, where Renault SA has
succeeded with its Dacia brand in Europe but he said such a car
wouldn't be made in Italy, WSJ noted.  He said the premium end of
the U.S. market, coveted by competitors such as BMW AG and
Volkswagen AG's Audi, had yet to become saturated.

Mr. Marchionne last Wednesday attended the opening of a plant near
Turin, where Maserati will make two new models for the U.S., its
biggest market, according to WSJ. "If we're intelligent, we will
do something very, very different than the Germans in America," he
said at the forum.

Mr. Marchionne said Fiat's Mirafiori plant in Turin would be the
next one dedicated to making premium cars, according to WSJ. He
declined to elaborate, but union officials have said that one of
the models would be a new sport-utility vehicle for Maserati.  He
also confirmed plans for Alfa Romeo to return to the U.S. late
this year with a two-seater 4C. He said it would be followed by a
second model in 2014. "They're arriving, one at a time," he said,
before reiterating his refusal to sell the brand to VW, despite
the German auto maker's interest, WSJ added.

Mr. Marchionne acknowledged the disadvantage of exporting cars to
the U.S., saying it added about EUR1,000 a vehicle in costs.

Fiat hopes to mitigate that cost by exporting only premium cars,
which are more profitable than their mass-market counterparts,
according to WSJ.

                       About Chrysler Group

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

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.


CLINICA REAL: Objection to Claims Dischargeability Extended
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved a
stipulation extending the deadline for creditor Allstate Insurance
Company to object to dischargeability of debt against Clinica
Real, LLC, and Keith Michael Stone.  Allstate has 21 days after
the first date set for hearing on confirmation of Debtors' plans
of reorganization.

The Court has extended Keith Michael Keith Stone's exclusive
period to file a plan from Dec. 21, 2012, to June 21, 2013.
Clinica Real has sought a Nov. 1, 2013 plan exclusivity extension.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

The U.S. Trustee has not appointed an official committee.


COUNTRYWIDE FIN'L: Fresh Questions Emerge over BofA Settlement
--------------------------------------------------------------
Gretchen Morgenson, writing for The New York Times, reported that
new documents filed in state Supreme Court in Manhattan late on
Friday questions on practices by the bank's loan servicing unit
continue well after the bank has acquired Countrywide Financial,
the subprime mortgage giant.

According to the report, the documents, which paint a picture of a
bank that continue to put its own interests ahead of investors as
it modified troubled mortgages, were submitted by three Federal
Home Loan Banks, in Boston, Chicago and Indianapolis, and Triaxx,
an investment vehicle that bought mortgage securities.  They
contend that a proposed $8.5 billion settlement that Bank of
America struck in 2011 to resolve claims over Countrywide's
mortgage abuses is far too low and shortchanges thousands of
ordinary investors.

The filing raises new questions about whether a judge will approve
the settlement, the NY Times said. If it is denied, the bank would
face steeper legal obligations.  To date, the bank has set aside
some $40 billion to settle claims of mortgage misconduct that
occurred before it acquired the freewheeling lender, according to
the NY Times.

                    About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


DALLAR ROADSTER: Submits Revised Budget After TCB Objection
-----------------------------------------------------------
Dallas Roadster, Limited, in January submitted a revised January
2013 cash collateral budget, a copy of which is available at:

        http://bankrupt.com/misc/dallasroadster.doc317.pdf

Texas Capital Bank, N.A., had raised objections to the original
budget filed by the Debtor on Dec. 28, 2012.

TCB specifically objected to the line item in the January budget
for professional fees in the amount of $30,000 which are not
delineated by provider.  TCB said the Debtor has also failed to
timely submit compliance certificates for notes receivable as
required in the final order authorizing use of TCB's  cash
collateral dated March 19, 2012.

TCB also said it objects to the proposed budget for February 2013
subject to further discussion with the Debtors.

            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.


DAVCOMMERCIAL ACQUISITIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Davcommercial Acquisitions LLC
        151 Opa Locka Boulevard
        Opa Locka, FL 33054
        Tel: (305) 245-8045

Bankruptcy Case No.: 13-12640

Chapter 11 Petition Date: February 4, 2013

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

Judge: Robert A. Mark

Debtor's Counsel: AnnaKaye P. Williams, Esq.
                  LAW OFFICES OF ANNAKAYE WILLIAMS, P.A.
                  49 NW 17th Street
                  Homestead, FL 33030
                  Tel: (305) 247-8725
                  Fax: (305) 247-8724
                  E-mail: annakayewilliams@bellsouth.net

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

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

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

The petition was signed by John Diaz, manager.


DELL INC: Fitch Cuts Issuer Default Rating to 'BB+' on LBO Deal
---------------------------------------------------------------
Fitch Ratings has downgraded Dell Inc.'s ratings as follows:

-- Long-term Issuer Default Rating (IDR) to 'BB+' from 'A';
-- Bank credit facilities to 'BB+' from 'A';
-- Senior unsecured debt at 'BB+' from 'A';
-- Short-term IDR to 'B' from 'F1';
-- Commercial paper (CP) to 'B' from 'F1'.

Fitch has placed the ratings on Rating Watch Negative pending the
conclusion of Dell's proposed leveraged buyout (LBO).

Approximately $12 billion of debt is affected by Fitch's action,
including Dell's undrawn revolving credit facilities with
aggregate capacity of $3 billion.

Sensitivity/Rating Drivers

The downgrades and placement on Rating Watch Negative reflect
Dell's announcement that it will be acquired by Michael Dell and
Silver Lake in a LBO transaction, which values the equity at
$13.65 per share or $24.4 billion. The transaction remains subject
to a 45-day go shop period and shareholder approval. The
transaction is expected to close by the end of July 2013.

Key details of the financing package for the proposed LBO have yet
to be disclosed, but Fitch continues to expect pro forma leverage
in the 3.5x - 4.5x range, as previously indicated in our press
release dated Jan. 17, 2013. This would likely result in a long-
term IDR in the mid to high single 'B' range.

A 'BB-' rating is a possibility based solely on leverage at the
very low end of the range. However, various other factors need to
be considered, including the highly competitive environment in
which Dell operates, the uncertain macro economy, public sector
weakness, reduced financial flexibility to pursue future
acquisitions, a nascent track record of its recently acquired
enterprise portfolio, and the potential to burn cash in down
cycles due to its negative working capital position.


DH-EVANS LLC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DH-Evans, LLC
          dba Shoppes At Camelot
        32600 Stephenson Highway
        Madison Heights, MI 48071

Bankruptcy Case No.: 13-10221

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Augusta)

Debtor's Counsel: Charles W. Wills, Esq.
                  KLOSINSKI OVERSTREET, LLP
                  7 George C. Wilson Court
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885
                  E-mail: cwills@klosinski.com

Scheduled Assets: $3,773,826

Scheduled Liabilities: $5,995,908

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb13-10221.pdf

The petition was signed by William J. Fowler, manager.


DOWENT FAMILY: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: Dowent Family LLC
        3148 West Pico Boulevard
        Los Angeles, CA 90019

Bankruptcy Case No.: 13-12977

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS, LLP
                  2030 Main Street, #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

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

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

A copy of the Company's list of its eight unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-12977.pdf

The petition was signed by Michelle Orh, managing member.


EASTMAN KODAK: Closes IP Sale, Seeks Exclusivity Thru May 31
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. completed the $527 million sale of
digital-imaging technology on Feb. 1 and on the same day sought a
third expansion of the exclusive right to propose a Chapter 11
reorganization plan.

The report relates that if approved by the bankruptcy court in New
York at a Feb. 20 hearing, the plan-filing deadline will be pushed
out by three months to May 31.  Kodak said it expects to file a
plan by the end of May as currently required by the loan financing
bankruptcy.

According to the report, although the technology sale generated
considerably less than the $2 billion to $2.5 billion the company
once hoped to realize, Kodak said the price represented the "full
value established by the market" and said it was one of the most
complicated intellectual property transactions in history.

Kodak still says it intends to emerge from bankruptcy by mid-2013
focusing on the commercial printing business.  Kodak said in a
court filing that there is "consensus" among the major players in
the case about the value of the reorganized company.  Kodak still
needs resolution of claims resulting from allegedly underfunded
European pension plans.

Kodak's $400 million in 7% convertible notes due in 2017 traded on
Jan. 30 for 12.9 cents on the dollar, up from 10.5 cents on Dec.
12, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EATERIES INC: Garfield's and Garcia's Secret Bankruptcy Hit
-----------------------------------------------------------
Katy Stech (katy.stech@dowjones.com), writing for The Wall Street
Journal's Bankruptcy Beat, reported that two national restaurant
chains that quietly filed for bankruptcy and tried to keep the
news from their 1,400 employees caught the attention of a federal
court watchdog, which has growled out an order to notify them.

A representative from the U.S. Trustee's Office instructed the
owners of the Garcia's and Garfield's restaurant chains to notify
creditors, including many employees, that the chain's two holding
companies had filed for Chapter 11 protection on the Friday before
New Year's Eve, the WSJ report said.

According to the report, both holding companies left out the names
of the restaurants they operate throughout several hundred pages
that were filed to the U.S. Bankruptcy Court in Oklahoma shortly
after the filings on Dec. 28 but more detailed court papers,
including a list of their lawsuits and trademarks, make it clear
that the chains are Garcia's Mexican restaurants and Garfield's
casual-dining restaurants.  A company attorney refused to identify
them when asked last month, WSJ said.

Garfield's website lists 24 restaurants, including six in
Pennsylvania, that stretch from Oklahoma to Maryland, WSJ related.
Most of Garcia's 12 restaurants are located in Arizona, according
to its website.

WSJ also related that neither chain recorded major drops in
revenue, according to court papers, and company officials didn't
explain in court papers why the company needed to redraw
agreements with their lenders using the Chapter 11 process.

Hours after the holding companies, Eateries Inc. and Fiesta
Holdings Inc., filed for bankruptcy, their attorneys asked for a
special exception to only tell a handful of businesses, including
their lenders, about the filings, according to the report. Company
officials reasoned that everyone except two lenders -- Praesidian
Capital Investors LP and Intenso LLC -- will get fully repaid, so
notifying everyone would be an expensive and pointless hassle.

Bankruptcy Judge Sarah Hall approved the request the same day but
the secrecy didn't sit well with a representative from the U.S.
Trustee's Office, which requested that the company provide notice
of the filing "to anyone indirectly affected," said company
attorney Stephen Moriarty in an email, WSJ related. Company
executives agreed, he said.

U.S. Trustee's Office spokeswoman Jane Limprecht said broadly that
her agency's job includes making "inquiries regarding compliance
with the Bankruptcy Rules, including . . . Bankruptcy Rule 2002
regarding noticing requirements," according to her email, WSJ
cited.

But before that disclosure went out, the restaurant chains' moves
raised eyebrows within the bankruptcy industry, WSJ noted.

"I've never seen a case where this kind of order was entered when
only a select few creditors get notice of everything, and everyone
else is left in the dark," Chicago bankruptcy attorney Eugene
Geekie Jr., a 26-year industry veteran, told WSJ.  Geekie said
that being transparent with creditors is thought of as the
tradeoff for getting access to the bankruptcy court's benefits.
Those benefits, for example, make a company immune from lawsuits
and give them power to reject legal contracts.

If a company's bankruptcy isn't well publicized, creditors who
were accidentally left off repayment lists wouldn't know to reach
out to the company with their claim, WSJ said. And trade creditors
who know that a company has filed for bankruptcy might ask for
extra protections -- like asking for payments in advance or
increasing the price -- to keep from getting burned if the company
can't fix its problems.

"You lose a check and balance," Geekie told WSJ.

                About Eateries and Fiesta Holdings

Edmond, Oklahoma-based Fiesta Holdings, Inc., filed a Chapter 11
petition (Bankr. W.D. Okla. Case No. 12-16223) on Dec. 28, 2012,
estimating assets of $1 million to $10 million and liabilities of
less than $50 million.

Eateries Inc. filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 12-16224) on Dec. 28, 2012, estimating less than $10 million
in assets and at least $10 million in liabilities.

The Chapter 11 petitions of both debtors were signed by Preston
Stockton, as president.

Both debtors are represented by:

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


EDISON MISSION: Section 341(a) Meeting Scheduled for Feb. 21
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Edison Mission Energy, et al.'s Chapter 11 case on Feb. 21,
2013, at 1:30 p.m.  The meeting will be held at the Dirksen
Federal Building, 219 South Dearborn Street, Room 804, Chicago,
Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Edison Mission

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

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

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

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

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

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


EDUCATION HOLDINGS: Seeks OK for DLA Piper and A&M
--------------------------------------------------
BankruptcyData reported that Education Holdings 1 filed with the
U.S. Bankruptcy Court motions to retain:

   -- DLA Piper (Contact: Matthew M. Murphy) as counsel at the
      following hourly rates: partner at $530 to 1,120, counsel at
      300 to 940, associate at 320 to 730, paraprofessional at 85
      to 455; and

   -- Alvarez & Marsal North America (Contact: Robert Campagna,
      Jr.) as financial advisor at the following hourly rates:
      managing director at $675 to 875, director at 475 to 675,
      associate at 345 to 475 and analyst at 275 to 375.

                   About Education Holdings 1

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

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

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

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


GATZ PROPERTIES: Riverhead Golf Course Searches for Buyer
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Long Island National Golf Course in
Riverhead, New York, needs another four months to find a buyer or
someone to invest in the business.

According to the report, the golf club for a second time is
seeking an expansion of the exclusive right to propose a
reorganization plan.  If approved by the bankruptcy court in
Central Islip, New York, at a Feb. 11 hearing, the deadline will
be pushed out by three months to April 18.

The public course is valued at $7.7 million, according to a court
filing when the Chapter 11 reorganization began in July.
Liabilities include $5.9 million on a mortgage owing to Flushing
Savings Bank FSB and $1.67 million on a judgment in favor of
Auriga Capital Corp. At the outset of bankruptcy, total
liabilities were listed for $7.89 million.

                       About Gatz Properties

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York.
The Company scheduled $7,877,511 in assets and $7,892,130 in
liabilities.  Bankruptcy Judge Alan S. Trust oversees the Debtor's
case.  Salvatore LaMonica, Esq., at LaMonica Herbst and
Maniscalco, in Wantagh, New York, serves as counsel.


GENERAL AUTOMOTIVE: Files Petition for Chapter 7
------------------------------------------------
BankruptcyData reported that General Automotive Company filed for
Chapter 7 protection (Bankr. D. Nev. Case No. 13-10618) in Las
Vegas.

The Company, which offers original equipment manufacturing and
aftermarket automotive parts and related automotive products, is
represented by John L. Laxague of Cane Clark, the report related.

A meeting of creditors under 11 U.S. Sec. 341(a) was scheduled for
Feb. 7, 2013.


GENESIS ENERGY: S&P Rates $300MM Senior Unsecured Notes 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Genesis Energy L.P.'s and Genesis Energy
Finance Corp.'s proposed $300 million senior unsecured notes due
2021.  S&P also assigned its '6' recovery rating to the debt,
indicating negligible (0% to 10%) recovery of principal.

The partnership intends to use net proceeds to repay outstanding
borrowings under its revolving credit facility, which had
approximately $500 million outstanding as of Dec. 31, 2012, and
for general partnership purposes.  Houston-based Genesis is a
midstream energy partnership active in the Gulf Coast area,
specializing in pipeline transportation, refinery services
relating to sulfur, and supply and logistics.  S&P's corporate
credit rating on Genesis is 'BB-', and the outlook is stable.  As
of Sept. 30, 2012, Genesis had about $833 million in debt.

RATINGS LIST

Genesis Energy L.P.
Corporate credit rating           BB-/Stable/--

Genesis Energy L.P.
Genesis Energy Finance Corp.
  $300 mil sr unsecd nts           B
   Recovery rating                 6


HANDY HARDWARE: Donlin Recano Tapped as Claims & Noticing Agent
---------------------------------------------------------------
Donlin, Recano & Company, Inc. is providing claims and noticing
agent services to Handy Hardware Wholesale, Inc.

The Debtor's counsel is Ashby & Geddes, Wilmington, Delaware.

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com--
is a division of DF King Worldwide --
http://www.king?worldwide.com  -- and a provider of claims,
noticing, balloting and technology solutions.  It also provides
bondholder identification services, pre?pack bankruptcy
solicitation and balloting, crisis communications, financial
printing services and call center services through one of the
largest and most technologically advanced call centers in the
country.  King Worldwide is a financial communications, proxy
solicitation and stakeholder management company, serving over
1,000 public company, mutual fund family and private equity firm
clients domiciled in North America, Europe and Asia.

                       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.


HAWKER BEECHCRAFT: Plan Confirmation Order Signed Feb. 1
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy court signed a confirmation order on
Feb. 1 approving the reorganization plan for aircraft manufacturer
Hawker Beechcraft Inc.

Hawker said it expects the plan to be implemented by the end of
February.

The report notes that U.S. Bankruptcy Judge Stuart M. Bernstein
heavily revised the draft confirmation order given to him by
lawyers for Hawker.  He deleted numerous provisions finding that
the company made correct decisions throughout the bankruptcy.

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

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.  In October 2012, Hawker unveiled that those talks
have collapsed amid concerns a deal with Superior wouldn't pass
muster with a U.S. government panel and other cross-cultural
complications.

On Oct. 29, 2012, Hawker filed a stand-alone plan supported by the
official creditors' committee and by a "substantial majority" of
holders of the senior credit and a majority of holders of senior
notes.  The revised plan still offers 81.9% of the new stock in
return for $921 million of the $1.83 billion owing on the senior
credit.  Unsecured creditors are to receive the remaining 18.9% of
the new stock.  Holders of the senior credit will receive 86% of
the new stock.  The senior credit holders are projected to have a
43.1% recovery from the plan.  General unsecured creditors'
recovery is a projected 5.7% to 6.3%.  The recovery by holders of
$510 million in senior notes is predicted to be 9.2% to 10%.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


HILLTOP FARMS: Can Use First Bank's Cash Collateral Until April 30
------------------------------------------------------------------
The Bankruptcy Court has approved a stipulation allowing Hilltop
Farms, LLC to use cash collateral of First Bank & Trust through
April 30, 2013.

On Dec. 5, 2012, the Bankruptcy Court entered a text order
approving the use of First Bank & Trust's cash collateral for
December 2012 through February 2013.

Under the stipulation, the Debtor sought an amendment to the
Dec. 5, 2012 text order to include secured equipment payments to
John Deere and Kuhn Financial which are contracted at 0% or
similarly lower rates of interest, and which Debtor would like to
maintain at these rates to improve cash flow.  The Debtor said it
did not have all the appropriate contracts to determine those
rates until after the initial cash use motion was 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.


HOMEREADY 55: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: Homeready 55 Corp
        998 NE 167 Street
        North Miami Beach, FL 33162
        Tel: (954) 252-6079

Bankruptcy Case No.: 13-12550

Chapter 11 Petition Date: February 4, 2013

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

Judge: Laurel M. Isicoff

Debtor's Counsel: David C. Rubin, Esq.
                  6800 SW 40th Street, #352
                  Miami, FL 33155
                  Tel: (305) 804-1898
                  E-mail: david3051@aol.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-12550.pdf

The petition was signed by Shahab Kalam, president.


HUDSON HEALTHCARE: Retains DRC as Claims & Noticing Agent
---------------------------------------------------------
Hudson Healthcare, Inc., which filed Chapter 11 in the District of
New Jersey in August of 2011, has retained Donlin, Recano &
Company, Inc. to act as claims and noticing agent.  DRC will also
be responsible for assisting with distribution related matters.
Sills Cummis & Gross P.C. of Newark, New Jersey and CohnReznick
LLP of Edison, New Jersey are responsible for post confirmation
matters.

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com--
is a division of DF King Worldwide --
http://www.king?worldwide.com -- and a provider of claims,
noticing, balloting and technology solutions.  It also provides
bondholder identification services, pre?pack bankruptcy
solicitation and balloting, crisis communications, financial
printing services and call center services through one of the
largest and most technologically advanced call centers in the
country.  King Worldwide is a financial communications, proxy
solicitation and stakeholder management company, serving over
1,000 public company, mutual fund family and private equity firm
clients domiciled in North America, Europe and Asia.

                     About Hudson Healthcare

Hudson Healthcare Inc. is a non-for-profit corporation formed
under the laws of the State of New Jersey.  Until the sale of
Hoboken University Medical Center by the Hoboken Municipal
Hospital Authority, the Debtor owned and managed the day-today
operations of the Hospital on the Authority's behalf pursuant to a
Manager Agreement dated Feb. 1, 2007.  Other than certain contract
rights, other intangibles, and approximately 12 vehicles, the
Debtor did not own any Hospital assets.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & Sodono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel T. McMurray, the patient care ombudsman, has tapped
Neubert, Pepe & Monteith, P.C., as his counsel effective Aug. 25,
2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare retained Sills Cummis & Gross P.C., in Newark, N.J., as
its counsel, nunc pro tunc to Aug. 12, 2011.  JH Cohn LLP serves
as Financial Advisor to the Committee.  Epiq Bankruptcy Solutions,
LLC, is the Claims and Noticing Agent and Solicitation Agent.


HUDSON VALLEY: Orange County Choppers Unit Sent to Liquidation
--------------------------------------------------------------
Phil Milford (pmilford@bloomberg.net) and Michael Bathon
(mbathon@bloomberg.net), writing for Bloomberg News, reported that
TV star Paul Teutul Sr., founder of Orange County Choppers
Holdings Inc., sought U.S. Bankruptcy Court protection for his
merchandising unit with plans to liquidate its assets.

The family-run custom-built motorcycle company operated by Teutul
and his son, Paul Jr., is based in Newburgh, New York.  Its Hudson
Valley Merchandising LLC listed $1.12 million in assets and $1.44
million in debts in papers filed in Poughkeepsie, New York,
according to Bloomberg.  The parent company didn't file.

Under Chapter 7 of the U.S. Bankruptcy Code a trustee will
automatically be appointed to dismantle the company, sell its
assets and distribute the proceeds to creditors, Bloomberg noted.

The Teutuls' "American Chopper" reality television show ended its
decadelong run on the Discovery Channel in December, Bloomberg
noted. It featured the antics and interactions between father and
son in their New York state motorcycle shop.

Bloomberg said Jonathan S. Pasternak, a lawyer representing the
bankrupt company, didn't immediately return a phone call seeking
comment on the filing.


HURLEY MEDICAL: Fitch Rates Series 2013A & B Revenue Bonds 'BB+'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the Flint Hospital
Building Authority's expected issuance of approximately $22
million series 2013A fixed-rate revenue rental bonds and
approximately $37 million series 2013B fixed-rate revenue
refunding bonds issued on behalf of Hurley Medical Center.

In addition, Fitch Ratings has affirmed the 'BB+' rating on the
following fixed-rate bonds issued on behalf of Hurley Medical
Center by Flint Hospital Building Authority (Michigan):

-- $8,835,000 revenue refunding bonds, series 1998A;
-- $14,665,000 revenue rental bonds, series 1998B;
-- $23,360,000 hospital revenue and refunding bonds, series 2003;
-- $34,215,000 revenue rental bonds, series 2010.

HMC has approximately $4.7 million outstanding on its series 2011
direct placement, which Fitch does not rate.

The Rating Outlook is Stable.

Proceeds of the series 2013A bonds will be used to finance capital
projects and installation of equipment at Hurley Medical Center,
fund a debt service reserve fund and pay certain costs of
issuance. The proceeds of the series 2013B bonds will be used to
refund all or a portion of the series 1998A &B bonds and the
series 2003 bonds for savings, fund a debt reserve fund and pay
certain costs of issuance. Maximum annual debt service (MADS) was
calculated by the underwriter and is expected to be about $10.84
million. The bonds are expected to sell via negotiation the week
of Feb. 25, 2013.

Security

Debt payments are secured by cash rentals (net revenues of the
Medical Center) made to the authority, acting through its Board of
Hospital Managers, on behalf of HMC as agreed under the eighth
amended and restated contract of lease dated Feb. 1, 2013. In
addition, bondholders will benefit from a fully funded debt
service reserve fund.

Sensitivity/Rating Drivers

ADEQUATE LIQUIDITY: Liquidity metrics remain adequate for the
rating category despite a decrease since Fitch's last review.
Unrestricted cash and investments at Dec. 31, 2012 of $64.3
million was down from $70.6 million at fiscal year-end 2012 (year
ended June 30) and $85.3 million at fiscal year-end 2011, mostly
due to significant capital spending and weak operating cash flow.
The series 2013 financing will strengthen Hurley's balance sheet
with $7 million of reimbursement for prior capital expenditures.

HISTORICALLY MARGINAL OPERATING PERFORMANCE: Operating performance
in fiscal 2012 with operating margin of negative 1.3% and
operating EBITDA of 3.6% was below prior years, reflecting the
impact of several one-time expenses. Fitch expects performance to
return to break-even results in fiscal 2013.

CHALLENGING PAYOR MIX: Located in Flint, Michigan, HMC operates in
a competitive service area with below-average socioeconomic
indicators, subjecting the hospital to elevated levels of
government payors, with Medicaid at a very high 39.4% of gross
revenues in fiscal 2012.

MANAGEABLE DEBT BURDEN: Pro forma MADS comprised a manageable 3%
of total fiscal 2012 revenues. Coverage of pro forma MADS by
EBITDA of 1.8x in fiscal 2012 is adequate for the rating category.

Credit Profile

The 'BB+' rating reflects HMC's adequate liquidity for the rating
category and relatively stable operating performance despite
operating in a difficult market with a high Medicaid population.
Located in Flint, Michigan, HMC is a safety-net teaching hospital
and is the only provider in the region of Level I Trauma, Level II
Pediatric Trauma and Level III Neonatal Intensive care, among
other services. HMC has an active outreach effort with many
community organizations and is focusing on improving community
health.

Unrestricted liquidity declined in fiscal 2012 and through the
interim period due to high capital spending and weak operating
cash flow. At Dec. 30, 2012 unrestricted cash and investments was
$64.3 million, equating to a light 66.8 days cash on hand, 5.9x
pro forma cushion ratio and 60.8% pro forma cash to debt (Fitch
factored $22 million of new money into the analysis). With this
financing HMC will put $7 million back on the balance sheet as
reimbursement for capital expenditures. This will result in
unrestricted cash and investments of $71.3 million, equaling 74.1
days cash on hand, 6.6x pro forma cushion ratio and 67.5% pro
forma cash to debt. Fitch expects liquidity to stabilize in the
near term. Further deterioration to liquidity would likely result
in downward rating pressure.

HMC has been heavily investing in its plant with capital
expenditures averaging a high 246% of depreciation expense from
2010 - 2012. HMC's most recent large capital project was the
expansion of its emergency department (ED) to account for high
volumes that could not be accommodated in its former space. This
project was successful and the expansion and redesign has allowed
for improved patient flow, operating efficiencies and improved
patient care. In addition, management expects to be better able to
appropriately manage observation patients with the addition of a
12-bed observation unit in the ED.

HMC's operating performance has been relatively stable over the
last three fiscal years but was impacted in fiscal 2012 by several
one-time expenses, including $2.2 million for EPIC electronic
medical record training, $1.6 million for severance costs
associated with upper management turnover and $300,000 for
additional supplies and staffing associated with the opening of
the ED. In fiscal 2012, HMC posted negative 1.3% operating margin
and 3.6% operating EBITDA margin. Adjusting for about $4.1 million
in one-time expenses, operating margin was near break-even and
operating EBITDA was about 4.7%. Management is actively managing
expenses, and initiatives include employee health care benefit
redesign, legacy cost review, Six Sigma, more efficient purchasing
process and observation case management. Fitch expects break even
operating profitability in fiscal 2013.

HMC's debt profile is manageable with all fixed-rate debt and pro
forma MADS equating to 3% of fiscal 2012 total revenue. Pro forma
MADS coverage by EBITDA was a relatively light 1.8x in fiscal 2012
but consistent with the prior years' results of 1.7x in fiscal
2011 and 2010. Through the six-month interim period ended Dec. 31,
2012 MADS coverage by EBITDA improved to 2.2x. Since HMC is a
governmental entity, its investment portfolio is very conservative
as investments are restricted to government-issued fixed-income
securities.

The primary credit risks include a challenging economic
environment and reliance on state Medicare disproportionate share
(DSH) revenues. Located in Flint, Michigan, HMC operates in an
economically distressed service area with a challenging payor mix.
A high 39.7% of gross revenues were derived from Medicaid and 27%
from Medicare at December 31, 2012. Uncertainty over the
continuation of current Medicaid funding levels, given the state's
budget distress and national budget pressures, remains a
significant credit risk. Material funding reductions would have a
major impact on HMC's ability to improve profitability.

The Stable Outlook reflects Fitch's expectation that HMC will
stabilize its operations and liquidity position. Continued
deterioration to liquidity or profitability would likely result in
negative rating pressure.

HMC is a 443-bed acute care teaching hospital with safety-net
provider status located in Flint, Michigan. HMC had approximately
$362.5 million of total revenue in fiscal 2012. HMC covenants to
provide annual and quarterly disclosure to the Municipal
Securities Rulemaking Board's EMMA system.


HYMAN BIBER: Ch.7 Trustee May Amend Clawback Suit Against BofA
--------------------------------------------------------------
Bankruptcy Judge Albert S. Dabrowski authorized Anthony S. Novak,
the Chapter 7 Trustee in the bankruptcy case of Hyman Biber, to
amend his complaint against Bank of America N.A.  The Trustee
seeks to recover $24,993 allegedly received by Bank of America
within 90 days of the filing of the petition.

The case is, ANTHONY NOVAK, TRUSTEE PLAINTIFF, v. BANK OF AMERICA,
N.A., DEFENDANT, Adv. Proc. No. 12-02016 (Bankr. D. Conn.).  A
copy of the Court's Feb. 1, 2013 Brief Memorandum of Decision and
Order is available at http://is.gd/0RxcLwfrom Leagle.com.

Hyman Biber filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 10-23613) on Oct. 21, 2010.  A copy of the petition is
available at http://bankrupt.com/misc/ctb10-23613p.pdf A list of
the Debtor's largest unsecured creditors is available at
http://bankrupt.com/misc/ctb10-23613c.pdf

The case was converted to a case under Chapter 7 on March 31,
2011, and Anthony S. Novak was duly appointed as the Chapter 7
Trustee.


INSPIRATION BIOPHARMA: Cangene Agrees to Acquire Hemophilia Assets
------------------------------------------------------------------
Ipsen and Inspiration Biopharmaceuticals Inc. on Feb. 6 entered
into an Asset Purchase Agreement whereby Cangene Corporation
agrees to acquire the worldwide rights to IB1001, a recombinant
factor IX (rFIX) for the treatment of hemophilia B.

A hearing was slated Feb. 6 to consider approval of the APA before
the US Federal Bankruptcy Court in Boston.

The sale is a result of a joint marketing and sale process pursued
by Ipsen and Inspiration shortly after Inspiration sought
bankruptcy protection.  Ipsen has been providing Inspiration with
DIP for an amount of up to $23.6 million to fund Inspiration's
operations during the sale process.

Cangene has agreed to pay $5.9 million upfront, up to $50 million
in potential additional commercial milestones as well net sales
payments equivalent to tiered double digit percentage of IB1001
annual net sales.

The APA is subject to certain closing conditions including
Bankruptcy Court approval.

On Jan. 24, 2013, Ipsen and Inspiration announced that they had
entered into an APA for the sale of OBI-1 to Baxter International
(Baxter), subject to closing conditions.  As Inspiration's only
senior secured creditor and as the owner of non-Inspiration assets
that will be included in the sale of both OBI-1 and IB1001, Ipsen
will receive approximately 60% of the upfront payments.  Over and
above these upfront amounts, Ipsen will receive 80% of all
payments up to a present value of $304 million and 50% of all
proceeds thereafter.

On the basis of available information, the share of upfront
payments to be received by Ipsen should mainly cover the total
amount of DIP financing provided to Inspiration.  The remaining
portion of proceeds is contingent on OBI-1 and IB1001 approvals.
As a consequence, the Group, as of December 31, 2012, may impair
hemophilia related assets (mainly composed of the convertible
bonds and the Milford manufacturing site) for a total amount of
around EUR100 million after tax.

                       $1 Billion for Assets

Under the APA, Cangene would acquire worldwide rights to IB1001,
as well as Inspiration's rights to two product candidates in pre-
clinical development: IB1007 (recombinant FVIIa) and IB1008
(recombinant FVIII).  The total aggregate consideration for these
rights may exceed $300 million; including the upfront payment of
$5.9 million, sales milestones totaling $50 million and annual net
sales payments tiered up to a double-digit percentage of global
net sales.

Inspiration and Ipsen previously announced the sale of OBI-1 to
Baxter for a total aggregate consideration that may exceed $700
million, including $135 million in upfront and milestone payments.
The Bankruptcy Court approved that transaction on Jan. 24.  With
the signing of the transaction for IB1001, total aggregate
consideration for Inspiration's assets may exceed $1 billion.

John P. Butler, Inspiration's Chief Executive Officer commented,
"OBI-1 and IB1001 are important products for people living with
hemophilia, bringing innovation and expanding treatment options.
We are very pleased that Baxter and Cangene will bring these
products to market."

IB1001 is currently under regulatory review by both the FDA in the
US and the EMA in Europe.  The product was placed on clinical hold
by the FDA in July 2012.  Inspiration has been working to resolve
the issues that led to the clinical hold and has discussed its
plans to address the clinical hold with relevant regulatory
authorities.  "IB1001 was the first product Inspiration developed,
with a vision to expand global access to safe and effective
recombinant therapies for people living with hemophilia. We are
very pleased that Cangene will take IB1001 forward to make this
vision a reality," commented John R. Taylor, Inspiration's
Chairman and a founder of the company.

Evercore Partners served as exclusive financial advisor to
Inspiration and Ipsen on the transaction.

Ropes & Gray served as legal advisor to Inspiration on the
transaction.  Murphy & King is Inspiration's bankruptcy counsel
and FTI Consulting, Inc. is Chief Restructuring Officer for
Inspiration.

Lazard and Banque Hottinguer & Cie served as financial advisors to
Ipsen.

                         Brief Timeline

In January 2010, Inspiration entered into a strategic agreement
with Ipsen, leveraging the combined expertise and resources of the
two companies, to develop a broad portfolio of hemophilia products
and two products in phase III.  IB1001, an investigational
intravenous recombinant factor IX (rFIX) therapy for the treatment
and prevention of bleeding episodes in people with hemophilia B
and OBI-1 an investigational intravenous recombinant porcine
factor VIII (rpFVIII) therapy for the treatment of patients with
i) acquired hemophilia A and ii) congenital hemophilia A who have
developed inhibitors against human FVIII.

In August 2011, Ipsen and Inspiration announced the extension of
their agreement to create a hemophilia business unit structure
that will act as the exclusive sales organization for all
hemophilia products commercialized under the Inspiration brand in
Europe.

In July 2012 Inspiration announced that IB1001 was placed on
clinical hold by the Food and Drug Administration (FDA).

On August 21, 2012, Ipsen and Inspiration renegotiated their 2010
partnership.  This agreement aimed to establish an effective
structure whereby Ipsen gained commercial rights in key
territories.  Inspiration remains responsible for the world-wide
development of OBI-1 and IB1001.  Ipsen paid a bridging facility
for an amount of $30 million providing both Inspiration with time
to secure independent third party financing and Ipsen with time to
assess potential ways forward.

On August 31, 2012, Ipsen paid Inspiration $7.5 million and
received a warrant for 15% of Inspiration's equity.

Ipsen had agreed to pay Inspiration an additional $12.5 million if
Inspiration had raised third party financing by the contractual
deadline of September 30, 2012.  Inspiration did not manage to
raise external funding by this contractual deadline.

On Oct. 30, 2012, Inspiration commenced a voluntary reorganization
case pursuant to Chapter 11's provisions of the United States
Bankruptcy Code with the objective of leading a joint marketing
and sales process.  Ipsen is seeking to exit hemophilia through
this process.

On Jan. 24, 2013, Ipsen and Inspiration announced that they had
entered into an Asset Purchase Agreement for the sale of OBI-1 to
Baxter subject to closing conditions.

On February 6, 2013, Ipsen and Inspiration announced that they had
entered into an Asset Purchase Agreement for the sale of IB1001 to
Cangene subject to closing conditions.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIREMD INC: Incurs $1.9 Million Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of US$1.92 million on US$1.35 million of revenue for the three
months ended Dec. 31, 2012, as compared with a net loss of US$8.23
million on US$1.29 million of revenue for the same period during
the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of US$9.42 million on US$1.85 million of revenue, as compared
with a net loss of US$10.51 million on US$3.27 million of revenue
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.

Revenue for the period was up 165% over the Sept. 30, 2012,
quarter, reflecting early results of marketing initiatives that
were launched following the announcement of positive results of
the MASTER trial of the Company's MGuardTM Embolic Protection
Stent (EPSTM) at the 24th Annual Transcathter Cardiovascular
Therapeutics (TCT) scientific meeting in Miami on Oct. 24, 2012.

Alan Milinazzo, newly appointed President and CEO of InspireMD
said, "The interventional cardiology community was clearly
enthusiastic about the MASTER trial's results.  The study's
positive results set the stage for enhanced sales and marketing
activities which began during the first week of December at the
important ICI meeting in Tel Aviv."

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

                        http://is.gd/rgKIyW

                          CEO Appointment

On Jan. 3, 2013, Alan Milinazzo was named President, CEO, and a
member of the board.  He replaced Ofir Paz, who previously
announced his intention to step down as CEO in September 2012 once
a successor was named.  Mr. Paz continues to serve as a director.

Mr. Milinazzo, who previously served in executive positions at
Medtronic and Boston Scientific Corporation, brings more than 15
years of important commercial, operations, and international
experience in interventional cardiology to bear on InspireMD's
commercial strategy and operations as it launches the MGuard EPS
platform.

He was instrumental in the launch of ENDEAVOR, Medtronic's first
drug eluting stent platform, which has since generated more than
$1 billion in revenue.  He previously spent 12 years in executive
positions at Boston Scientific, another major stent producer,
serving as Vice President of Marketing at its $200 million SCIMED
European unit, responsible for product launches, clinical programs
and regulatory strategies.

Mr. Milinazzo most recently served as President and CEO of Nasdaq-
quoted Orthofix International N.V., positions he was promoted to
in 2006 after being hired a year earlier as Chief Operating
Officer.  During his tenure at Orthofix, Mr. Milinazzo transformed
it into a category leader in novel spine and orthopedic stem cell
therapy, while growing revenue from $300 million to $580 million
and nearly doubling profits.

In commenting on Mr. Milinazzo's appointments, Sol J. Barer, PhD,
Chairman of InspireMD said: "Alan brings an exceptional set of
experiences to us as a proven executive in the medical device
field, particularly as relates to interventional cardiology and
stents specifically.  He brings a long list of strategically and
commercially important accomplishments as a public company
executive, he has the right blend of domestic and international
experience for a company with our opportunities and intentions,
and a well-documented entrepreneurial drive that's critical to
success in managing the evolving needs and challenges of an
emerging company such as ours."

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, 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 losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."


INTERFAITH MEDICAL: Retains Donlin Recano as Claims Agent
---------------------------------------------------------
Interfaith Medical Center has retained Donlin, Recano & Company,
Inc. to act as claims and noticing agent.

Interfaith Medical Center, filed for bankruptcy protection in the
United States Bankruptcy Court for the Eastern District of New
York.  The hospital and its related facilities consist of a 287
bed hospital in Brooklyn, New York and an ambulatory care network
of eight clinics.  Debtor's counsel is Willkie Farr & Gallagher
LLP, New York, New York.

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com--
is a division of DF King Worldwide --
http://www.king?worldwide.com -- and a provider of claims,
noticing, balloting and technology solutions.  It also provides
bondholder identification services, pre?pack bankruptcy
solicitation and balloting, crisis communications, financial
printing services and call center services through one of the
largest and most technologically advanced call centers in the
country.  King Worldwide is a financial communications, proxy
solicitation and stakeholder management company, serving over
1,000 public company, mutual fund family and private equity firm
clients domiciled in North America, Europe and Asia.

                 About Interfaith Medical Center

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

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

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

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


IZEA INC: Frost Gamma Discloses 9.1% Equity Stake
-------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Frost Gamma Investments Trust disclosed that, as of
Dec. 31, 2012, it beneficially owns 465,125 shares of common stock
of Izea, Inc., representing 9.1% of the shares outstanding.  A
copy of the filing is available at http://is.gd/eMOPG6

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA'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 recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


JASON INC: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Milwaukee, Wis.-based industrial
products manufacturer Jason Inc.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to the
company's proposed $260 million senior secured credit facility,
which comprises a $225 million senior secured term loan and a $35
million revolver.  The recovery rating on the senior secured
facilities is '3', which indicates S&P's expectation of meaningful
(50% to 70%) recovery in the event of a payment default.  S&P
expects the company to use proceeds from the new facility to
redeem all outstanding debt under its existing credit facilities
and to fund a $48 million dividend to equity sponsors and
management.

"Standard & Poor's ratings on Jason reflect our assessment of the
company's 'weak' business risk profile and 'aggressive' financial
risk profile," said Standard & Poor's credit analyst Svetlana
Olsha.

S&P's assessment of the company's "weak" business risk profile
reflects its participation in highly fragmented and competitive
industrial and automotive application markets, and its narrow
scope of operations in those markets.  The company's relative
platform diversity, good market position as a No. 1 player in most
of its markets, and longstanding customer relationships partly
offset these factors.

S&P expects Jason's organic revenues to grow by low-single digits
in 2013, given S&P's expectations for slow growth in industrial
production as well as modestly increasing U.S. light vehicle
production.  S&P expects Jason to sustain EBITDA margins of about
10% as a result of the company's cost cutting during the past
downturn and some future cost reduction initiatives.  Overall, S&P
believes market conditions will remain highly competitive, which
will limit the potential for margin improvement despite a leaner
cost structure.  S&P's assessment of the company's management and
governance is "fair."

Jason comprises four platforms: finishing (28% of estimated 2012
revenues), automotive acoustics (26%), seating (25%), and
components (21%).  The company serves a variety of end markets
including industrial, automotive, lawn and turf care, vehicle,
motorcycle, and agricultural and construction equipment.
Historically, revenues and cash flows have exhibited significant
volatility in tandem with cyclicality in markets the company
serves.  S&P anticipates that demand for original equipment in
North America will remain cyclical, but the consumable nature of
the company's finishing products as well as some aftermarket
revenues derived from Jason's seating segment should partly temper
the effects.

S&P believes the company will continue to have some customer
concentration, with top 10 customers accounting for about one-
third of revenues in 2012.  The company's overall geographic
diversity should remain relatively limited because of its North
American footprint--about 25% of revenues are generated from
products sold outside the U.S.--although S&P expects the company's
emerging markets presence to increase over time.  The company is
exposed to volatile raw material costs, which could pressure
margins.  S&P expects that the company will be able to pass on
most raw material inflation to many of its customers, although
there could be a time lag between material and price increases.

Jason has an "aggressive" financial risk profile and an aggressive
financial policy.  Pro forma for the transaction, Jason's credit
metrics will include total debt to EBITDA of about 4.5x and funds
from operations (FFO) to debt slightly above 10% at the end of
2012.  These metrics incorporate S&P's adjustments for operating
leases, postretirement obligations, and include existing foreign
debt and about $22 million in preferred stock owned by the private
equity sponsors, which S&P considers to have minimal equity
content under its hybrid criteria for financial ratio analysis.
S&P believes the company will maintain metrics in line with what
S&P considers appropriate for the rating, specifically total debt
to EBITDA of 4x to 5x and FFO to debt of 10% to 15%.  The rating
incorporates limited capacity for small bolt-on acquisitions and
does not include any potentially larger strategic acquisitions.
Jason has historically been acquisitive, and S&P expects the
company to make acquisitions that complement its existing
manufacturing capabilities and products.

The outlook is stable.  S&P expects the company's steady operating
margins and positive free cash flow generation should help sustain
credit measures that are appropriate for the rating, specifically
debt to EBITDA of 4x-5x and FFO to debt of 10%-15%.

S&P could lower the rating if subpar operating performance causes
credit measures to deteriorate, specifically if leverage exceeds
5x and FFO to debt declines below 10% for an extended period.  S&P
believes this could happen if weakening industrial and automotive
markets cause revenue to decline by about 5% to 10% and lower
fixed-cost absorption pressures margins.  S&P could also lower the
ratings if higher-than-expected cash outflows or debt-financed
activities hurt the company's liquidity or result in deterioration
in credit measures.

The company's aggressive financial policy limits positive rating
actions.  S&P could raise the rating if private equity ownership
meaningfully declines and if more conservative financial policies
lead S&P to expect debt leverage to drop to and remain less than
4x, taking into account the cyclicality of the company's markets.


JEFFERSON COUNTY, AL: Creditors' Trustee Misses Feb. 1 Payment
--------------------------------------------------------------
Reuters reported that a lawyer for the creditors' trustee in
America's biggest municipal bankruptcy on Friday said the trustee
will not make a Feb. 1 payment to owners of $3.14 billion of sewer
debt issued by Alabama's Jefferson County.

Gerald Mace, an attorney for creditors' trustee Bank of New York
Mellon, told a bankruptcy court hearing that the distribution
could not be made because of a "lack of funds", the report
related.

In a document filed on the Electronic Municipal Market Access
(EMMA) on Friday, BNY Mellon lists as oustanding approximately
$3.1 billion in principal of sewer revenue warrants affected, the
report noted.  The notice explains that "certain holders of bank
warrants are not willing, at this time, to consent the trustee
making distributions of principal with respect to Sewer Warrants
coming due at maturity or resulting of mandatory sinking fund
redemption in February and early March 2013...."

The county continues to make payments from sewer-system revenues
to Bank of New York, which distributes the money to debt owners
that include Wall Street banks, insurance companies and hedge
funds, Jefferson County Manager Tony Petelos told reporters,
Reuters noted.

                      About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY, AL: Hearing With Sewer Bondholders Not Completed
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a hearing began last week in the municipal bankruptcy
of Jefferson County, Alabama, where holders of defaulted sewer
bonds are asking the bankruptcy judge for permission to continue a
lawsuit in state court to reimpose a receiver to run the sewer
system.

According to the report, the hearing wasn't completed. The
bankruptcy judge in Birmingham, Alabama, asked both sides to
submit papers by Feb. 6 proposing a schedule for conclusion of the
hearing.

If the bankruptcy judge decides to allow bondholders to continue
the suit in state court, they will ask the state judge to
reinstitute a receivership that was in place before bankruptcy.
The receiver presumably would raise rates paid by customers to
increase payments to bondholders.

According to the report, at the hearing on Feb. 1, a lawyer for
the bondholders' indenture trustee said there wasn't enough
revenue for the indenture trustee to make a Feb. 1 payment.

                      About Jefferson County

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

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

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

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

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

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

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

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


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.


KI CHANG PARK: Loses Appeal Over Trustee's Sale of Assets
---------------------------------------------------------
Seattle District Judge Richard A. Jones dismissed an appeal taken
by debtor-spouses, Ki Chang Park and Soon Oak Yoo, from a
bankruptcy court order authorizing the Chapter 7 trustee for the
debtors to sell the debtors' real property located in Kenmore.
The debtors argue that the trustee has failed his duties "while
serving as the Chapter 11 trustee."  The trustee, in response,
argues that the appeal does not pertain to the Bankruptcy Court's
order or relief granted, and that the sale of the Kenmore Property
is not subject to reversal or modification on appeal.  The case
is, KI CHANG PARK, et al., Appellants, v. DAVID A. GEBBEN
Appellee, Case No. C12-296 RAJ (W.D. Wash.).  A copy of the
District Court's Feb. 1, 2013 Order is available at
http://is.gd/adfynKfrom Leagle.com.

Ki Chang Park filed a petition under Chapter 13 of the Bankruptcy
Code (Bankr. W.D. Case No. 10-22961) on Oct. 28, 2010.  His wife,
Soon Oak Yoo, was subsequently added as a joint debtor.  The
Chapter 13 case was converted to a case under Chapter 11 of the
Bankruptcy Code on Dec. 20, 2010, and David A. Gebben was
appointed to serve as Chapter 11 Trustee in the case on March 24,
2011.  On July 18, 2011, upon the trustee's motion, the Chapter 11
case was converted to Chapter 7.


LA JOLLA: Gets Notice of Allowance for Patent Covering GCS-100
--------------------------------------------------------------
La Jolla Pharmaceutical Company said that the United States Patent
and Trademark Office (USPTO) has issued a notice of allowance for
claims covering its lead product candidate, GCS-100, from patent
application number 13/588,932.  The claims, which expire in 2025
without accounting for any potential patent term extension,
provide proprietary protection for solutions comprised of purified
modified pectin, with a defined average molecular weight range.

"This patent compliments our other issued patents and strengthens
our position as the leader in the development of effective,
pectin-based therapeutics," said James Rolke, Senior Director of
Research and Development at La Jolla and inventor of the
technology.

George Tidmarsh, M.D. Ph.D., president and chief executive officer
of La Jolla stated, "The allowance of these claims represents
another step in building our proprietary protection of GCS-100 and
modified pectin compositions derived from any source.  We are
prosecuting additional patent claims that may provide further
protection of our lead role targeting galectin-3 with pectin-
derived products."

La Jolla Pharmaceutical Company is building a pipeline of drug
candidates based on modified pectin, a polysaccharide chemically
related to the natural pectin found in plant cell walls.  Modified
pectin has the ability to bind and sequester the protein galectin-
3, over-expression of which has been implicated in a number of
human diseases including chronic organ failure and cancer.  The
modified pectin compositions described in patent '932 may have the
advantages of improved therapeutic potency, purity and composition
uniformity.  The claims allowed in this patent cover such pectin
compositions regardless of the intended therapeutic use.

The Company's intellectual property portfolio also includes two
issued patents covering methods for preparing biologically active
modified pectin, 2 pending patents describing modified pectin
compositions, and 1 pending patent covering the method of reducing
the rate of cancer growth by treating with a galectin inhibitor.

                   About La Jolla Pharmaceutical

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

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

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

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


LAND SECURITIES: U.S. Trustee Opposes Retainers for Advisors
------------------------------------------------------------
U.S. Trustee Richard A. Wieland has issues with the interim
compensation procedures and retainers that Land Securities
Investors, Ltd., and its affiliates propose for professional
persons retained in their Chapter 11 cases.

The U.S. Trustee notes that Land Securities has filed an
application to hire Kutner, Miller, Brinen, PC, as proposed
debtor-in-possession counsel.  In the other cases, Weinman &
Associates PC filed a request to approve its retainers, as
proposed debtor-in-possession counsel, as part of the relief
sought in its motions to establish interim compensation procedures
for all professionals.

The U.S. Trustee asserts that it is inappropriate to approve the
retainers and to set an interim compensation procedure in these
cases until all the deficiencies noted in the Court's Jan. 30,
2013 notices have been cured and parties in interest and
interested parties, including the Court and U.S. Trustee have had
an opportunity to review the Debtors' statements of financial
affairs, schedules and other currently "deficient" documents.

The U.S. Trustee suggests that the Court defer any action on the
motions until after March 1, 2013 and to enter an order allowing
objections to be filed on or before Feb. 28, 2013, thereby
allowing a more informed consideration of the issues in the
motions.

                     About Land Securities

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

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


LDK SOLAR: Venice Court Enforces $31-Mil. Arbitration Award
-----------------------------------------------------------
LDK Solar Co., Ltd., said that after a long dispute with Italy-
based Helios Technology S.p.A., the Venice Court of Appeal
declared on Jan. 16, 2013, that, according to the ICC Rules of
Arbitration, the 2010 award in favor of LDK Solar is valid,
effective and enforceable in Italy.

The Venice Court of Appeal upholds that the "take or pay" clause
in the wafer supply contract entered into in October 2008 between
LDK Solar and Helios is valid and effective throughout its
duration and at terms and conditions related to quantities and
prices set forth therein.  By virtue of the decision of the Venice
Court of Appeal, Helios is required to pay LDK Solar an amount of
approximately $31 million plus interest, costs for the arbitration
proceedings and lawyers' fees.  The Venice Court of Appeal issued
the provision after verifying that all the stipulations on the
international arbitration are not contrary to Italian legal order
and that there are no impediments to the acceptance of the
conditions required for the effectiveness of the award itself.

                           About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LEGENDS GAMING: Chickasaw Tribe Sues Over Failed Sale
------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that a
Chickasaw Nation-backed company is demanding the return of its
$6.25 million deposit after a $125 million deal to purchase
Diamond Jack casinos in Mississippi and Louisiana fell apart
because, it says, the casino owner failed to maintain the business
as required by the purchase agreement.

An affiliate of the Chickasaw Nation had signed a deal to purchase
for $125 million the Debtors' gaming properties in Bossier City,
Louisiana, and Vicksburg, Mississippi, as part of a Chapter 11
reorganization plan submitted to the Bankruptcy Court.

The tribe, according to Bloomberg News' Bill Rochelle, later
claimed in advance of a Feb. 6 hearing to approve the Plan that
"dramatic fall in financial performance makes the purchase
agreement impossible to close and makes the plan unconfirmable."
The tribe says the casinos will be "insolvent on day one or
shortly thereafter" and soon will default on new credit
agreements.

Legends says that tribe by reneging on the deal has acted in bad
faith.

The tribe already has 17 casinos.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEHMAN BROTHERS: Broker Earmarks $15.2 Billion for Customers
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brothers Inc., the liquidating
brokerage subsidiary of Lehman Brothers Holdings Inc., refined
prior estimates and now says that an additional $15.2 billion
should be deemed property belonging to customers alone.  James
Giddens, the brokerage trustee, scheduled a March 5 hearing for
approval to allocate the $15.2 billion to the fund of customer
property.  The property intended for customers is among the $25.7
billion Mr. Giddens is holding.

According to the report, Mr. Giddens, in his court filing, says
the next distribution is a step toward full payment of customer
claims.  He will have the ability to satisfy claims fully when
proposed settlements are documented and approved with the Lehman
parent and the European affiliate Lehman Brothers International
(Europe).

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFEPOINT HOSPITALS: 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.


LODGENET INTERACTIVE: Obtains Approval for KCC as Claims Agent
--------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates sought and
obtained Bankruptcy Court approval to appoint Kurtzman Carson
Consultants LLC as claims and noticing agent in their Chapter 11
cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
10,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the appointment of a claims and noticing agent is both
necessary and in the best interests of both the Debtors' estates
and their creditors.

The Debtors have obtained and reviewed engagement proposals from
three court-approved claims and noticing agents to ensure
selection through a competitive process.

On account of its consulting services, KCC personnel will charge
based on these rates"

   Position                                Hourly Rate
   --------                                -----------
Clerical                                   $28 to $42
Project Specialist                         $56 to $98
Technology/Programming Consultant          $70 to $140
Consultant                                 $87 to $140
Senior Consultant                         $157 to $193
Senior Managing Consultant                    $207
Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.

Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $25,000.

                          About LodgeNet

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

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: Taps Deloitte as Tax Advisor
--------------------------------------------------
LodgeNet Interactive Corporation and its affiliated debtors filed
an application to employ Deloitte Tax LLP as tax advisor,
effective as of Feb. 1, 2013.

The services to be performed by Deloitte pursuant to the
engagement letter include, but are not limited to:

   a. Advise the Debtors and work with the Debtors' counsel and
the Debtors' financial advisors on the proposed cash investment by
the Investors, including tax effects of the proposed investment as
planned in the bankruptcy plan of reorganization;

   b. Advise the Debtors on the cancellation of debt income for
tax purposes under Internal Revenue Code section 108;

   c. Advise the Debtors on post-bankruptcy tax attributes (tax
basis In assets, tax basis in subsidiary stock and net operating
loss carryovers) available under the applicable tax regulations
and the reduction of such attributes based on the Debtors'
operating projections, including a technical analysis of the
effects of Treasury Regulation Section 1.1502-28 and the interplay
with IRC sections 108 and 1017;

   d. Advise the Debtors on the effects of tax rules under IRC
sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy
net operating loss carryovers and limitations on their utilization
and the Debtors' ability to qualify for IRC section 382(l)(5);

   e. Advise the Debtors on net built-in gain or net built-in loss
position at the time of the proposed Investors' investment and
resulting "ownership change" (as defined under IRC section 382),
including limitations on use of tax losses generated from post-
restructuring or post-bankruptcy asset or stock sales;

   f. Advise the Debtors as to the proper state and federal income
tax treatment of pre-petition and post-petition reorganization
costs including restructuring-related professional fees and other
costs, the categorization and analysis of such costs, and the
technical positions related thereto;

   g. Advise the Debtors in the Debtors' evaluation and modeling
of the effects of liquidating, disposing of assets, merging or
converting entities as part of the restructuring, including the
effects on federal and state tax attributes, state incentives,
apportionment and other tax planning;

   h. Advise the Debtors on state income tax treatment and
planning for bankruptcy provisions in various jurisdictions
including cancellation of indebtedness calculation, adjustments to
tax attributes and limitations on tax attribute utilization;

   i. Advise the Debtors on income tax return reporting of
bankruptcy issues and related matters;

   j. Advise the Debtors in their review and analysis of the tax
treatment of items adjusted for financial reporting purposes as a
result of "fresh start" accounting as required for the emergence
date of the U.S. financial statements in an effort to identify the
appropriate tax treatment of adjustments to equity, and other tax
basis adjustments to assets and liabilities recorded;

   k. Document, as appropriate, the tax analysis, development of
the Debtors' opinions, recommendation, observations, and
correspondence for any proposed restructuring alternative tax
issue or other tax matter;

   l. Advise the Debtors regarding other state or federal income
tax questions that may arise in the course of this engagement, as
requested by the Debtors, and as may be agreed to by Deloitte Tax;

   m. Advise the Debtors in the Debtors' efforts to determine tax
basis in the stock in each of the Debtors' subsidiaries or other
entity interests; and

   n. Advise the Debtors regarding additional deductions resulting
from the bankruptcy filing, including but not limited to, the
deductibility of issuing warrants to DIRECTV or other creditors.

The Debtors will compensate Deloitte Tax based on the amount of
professional time required and the hourly rates, which vary
depending upon the experience level of the professionals involved:

         Personnel Classification     Hourly Rates
         ------------------------     ------------
         Partner/Principal               $650
         Director                        $595
         Senior Manager                  $460
         Manager                         $375
         Consultant                      $275

Prior to the Petition Date, Deloitte Tax received total fees of
$250,637 for October 2012 through January 2013.

Based on the declaration of Deloitte partner Scott Vickman, the
firm is a "disinterested person," as such term is defined in
section 101(14) of the Bankruptcy Code and as required under
section 327(a) of the Bankruptcy Code.

                          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: Miller Buckfire Tapped as Investment Banker
-----------------------------------------------------------------
LodgeNet Interactive Corporation and its affiliates ask the
Bankruptcy Court for permission to employ Miller Buckfire & Co.,
LLC as financial advisor and investment banker.

In preparation for the Chapter 11 Cases, Miller Buckfire conducted
a thorough process to secure DIP Financing on behalf of the
Debtors on the best terms commercially available.

In the pendency of the Chapter 11 case, Miller Buckfire will
provide a broad range of necessary financial advisory and
investment banking services, including, but not limited, to:

   a. familiarize itself with the business, operations,
      properties, financial condition and prospects of the
      Company;

   b. if the Company determines to undertake an amendment to the
      credit agreement dated April 4, 2007, financing,
      restructuring and/or sale, advise and assist the Company in
      structuring and effecting the financial aspects of a
      transaction or transactions,

   c. provide financial advice and assistance to the Company in
      developing, structuring and seeking approval of an
      Amendment;

   d. if requested by the Company, assist the Company and/or
      participate in negotiations with entities or groups affected
      by the Amendment;

   e. provide financial advice and assistance to the Company in
      structuring and effecting a Financing, identify potential
      Investors and, at the Company's request, contact such
      Investors;

   f. assist the Company in developing and preparing a memorandum
      to be used in soliciting potential Investors;

   g. if requested by the Company, assist the Company and/or
      participate in negotiations with potential Investors;

   h. provide financial advice and assistance to the Company in
      developing and seeking approval of a restructuring plan,
      which may be a plan under chapter 11 of title 11 of the
      United States Code, 11 U.S.C. Sec. 101 et. seq.;

   i. if requested by the Company, provide financial advice and
      assistance to the Company in structuring any new securities
      to be issued under the Plan;

   j. if requested by the Company, assist the Company and/or
      participate in negotiations with entities or groups affected
      by the Plan;

   k. if requested by the Company, participate in hearings before
      the bankruptcy court with respect to the matters upon which
      Miller Buckfire has provided advice;

   l. provide financial advice and assistance to the Company in
      connection with a Sale, identify potential acquirors and, at
      the Company's request, contact such potential acquirors;

   m. at the Company's request, assist the Company in preparing a
      memorandum to be used in soliciting potential acquirors; and

   n. if requested by the Company, assist the Company and/or
      participate in negotiations with potential acquirors.

The parties have agreed to this compensation structure:

       1. Monthly Fee: A monthly financial advisory fee of
$75,000, which shall be due and paid by the Company upon the
signing of the Engagement Letter and thereafter on the 16th day of
each month during the term of this engagement.

       2. Limited Amendment Fee: A fee, contingent upon entering
into a waiver or modification of the financial covenants of the
Credit Agreement during the term of the engagement or within the
twelve full months following the termination of the engagement and
payable at the execution and delivery thereof, equal to $500,000

       3. Material Amendment Fee: A fee, contingent upon entering
into an amendment that extends the date of the Credit Agreement at
any time during the Fee Period and payable at the execution and
delivery thereof, equal to $950,000.

       4. Restructuring Transaction Fee: A fee, contingent upon
(x) the consummation of any Restructuring or (y)(1) the entering
into of an agreement in principal, definitive agreement or Plan to
effect a Restructuring and (2) concurrently therewith or at any
time thereafter, the consummation of any Restructuring, and
payable at the closing thereof, equal to $2,500,000.

       5. Financing Fee: Fees in respect of any financing payable
upon closing equal to:

       (i) 1.0% of the gross proceeds of any indebtedness issued
           that is secured by a first lien;

      (ii) 1.5% of the gross proceeds of any indebtedness issued
           that is secured by a second or more junior lien;

     (iii) 3.0% of the gross proceeds of any unsecured or
           subordinated debt, or equity or equity-linked
           securities or obligations issued.

       6. Sale Transaction Fee: A fee, contingent upon (x) the
consummation of any Sale or (y)(1) the entering into of an
agreement in principal, definitive agreement to effect a Sale and
(2) concurrently therewith or at any time thereafter, the
consummation of any Sale, and payable at the closing thereof,
equal to $2,500,000.

                          About LodgeNet

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

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: Equity Trading Rules Has Interim OK
---------------------------------------------------------
LodgeNet Interactive Corporation and its affiliated debtors
obtained interim approval of its request to establish procedures
to protect the potential value of their consolidated net operating
loss carryforwards -- NOLs -- and certain other tax attributes by
restricting certain transfers of equity securities in the Debtors.

A final hearing on the proposed procedures is slated for Feb. 27
at 10:00 a.m. Eastern Time.  Objections are due Feb. 20.

The proposed procedures are applicable to the equity securities of
LodgeNet.  Moreover, the relief requested is narrowly tailored to
only restrict trading that could jeopardize LodgeNet's NOLs. Other
trading will not be affected.

The Debtors estimate that they have incurred, for U.S. federal
income tax purposes, consolidated NOLs in an approximate amount of
$630 million.

Sections 382 and 383 of the Tax Code limit a corporation's use of
its NOLs and certain other tax attributes to offset future income
or tax after the corporation experiences an "ownership change."
Unrestricted trading of shares could adversely affect the Debtor's
NOLs if (a) too many 5% or greater blocks of stock are created, or
(b) too many shares are added to or sold from those blocks.

At least 21 calendar days prior to the proposed date of any
transfer of equity securities that would result in an entity
becoming a substantial equity holder (owner of 4.5% of the total
outstanding shares), the entity must file with the Court a notice
of intent to purchase shares.  Substantial equity holders
intending to dispose of shares that would result in a person or
entity ceasing to be a substantial equity holder, the entity must
file a notice of intent to sell 21 days before the proposed date
of the transaction.

                          About LodgeNet

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

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

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

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

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


MARTIN FOREST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Martin Forest Partners, LLC
        788 Prickett Lane
        Douglasville, GA 30134-4681

Bankruptcy Case No.: 13-52157

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Marilyn S. Bright, Esq.
                  P.O. Box 845
                  Atlanta, GA 30301
                  Tel: (404) 523-3776
                  E-mail: sandyscamp@37.com

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

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

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

The petition was signed by Debra M. Tufan, managing member.


MEDICAL ALARM: Expects to be Profitable in Fiscal Third Quarter
---------------------------------------------------------------
Medical Alarm Concepts, Inc., CEO, Ronnie Adams, held a conference
call on Jan. 31, 2013, to update investors on corporate
activities.  Due to technical difficulties on the call, some
investors who dialed into the call may have missed sections of the
call or the entire call.

The Company provided with the U.S. Securities and Exchange
Commission the script of Mr. Adams's comments to insure all
investors have equal access to the information provided.

"...I am happy to say that today Medical Alarm Concepts is
experiencing a robust growth rate, quality relationships with
quality customers, a significantly improved balance sheet - and
most importantly - the company has now reached operational
positive cash flow status," Mr. Adams said.  "Simply put - we are
now operating in the black for the first time in our company
history."

The CEO also talked about Company history, the specific actions
and programs the Company has put in place to restore the company
to a robust revenue growth rate and move the Company into positive
cash flow status, the contracts on which the Company is currently
bidding, the unique features of the Company's product, and the
Company's financials.

The Company expects to be profitable on operating cash flow basis
beginning this quarter - that being the March 2013 quarter, which
is the Company's fiscal Q3.

The script of the conference call is available for free at:

                        http://is.gd/gyebGX

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.  As of March 31,
2011, the Company had $0 in cash.

The Company said in its quarterly report for the period ended
March 31, 2011, "We believe we cannot satisfy our cash
requirements for the next twelve months with our current cash and,
unless we receive additional financing, we may be unable to
proceed with our plan of operations.  We do not anticipate the
purchase or sale of any significant equipment.  We also do not
expect any significant additions to the number of our employees.
The foregoing represents our best estimate of our cash needs based
on current planning and business conditions.  Additional funds are
required, and unless we receive proceeds from financing, we may
not be able to proceed with our business plan for the development
and marketing of our core services.  Should this occur, we will
suspend or cease operations."

"We anticipate incurring operating losses in the foreseeable
future.  Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern."

The Company has not filed its succeeding financial reports after
the March 31, 2011, Form 10-Q.


METRO FUEL: Shouldn't Liquidate, Unsecured Creditors Say
--------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Metro Fuel Oil
Corp.'s unsecured creditors objected Monday to New York Commercial
Bank's calls for liquidation of the bankrupt Brooklyn-based fuel
supplier just as the company is slated to go on the auction block.

The unsecured creditors committee said in a brief objection that
it didn't believe the company's ongoing reorganization should be
converted to a liquidation, despite the bank's assertion that it
is unlikely to reorganize itself successfully or repay $41.3
million in debt, the report related, citing court documents.

                         About Metro Fuel

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

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

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

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

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


MF GLOBAL: SIPA Trustee's Claims Review "Substantially Complete"
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the trustee for MF Global Inc., the liquidating commodity
broker, reported that the determinations on 27,000 customer claims
for $10 billion are "substantially complete."

The report was filed in U.S. Bankruptcy Court in New York by James
Giddens, the trustee for the MF Global broker appointed under the
Securities Investor Protection Act.  Mr. Giddens said he has
finally dealt with 99.7% of retail customer claims for
$6.4 billion.  There are only five claims where objections are
pending in bankruptcy court.

According to the report, for securities claims, 95% have been
finally determined.

Mr. Giddens, the report relates, is now in the process of dealing
with the 6,700 general creditor claims filed seeking $22.8
billion. He said that he has already knocked out $11.7 billion in
general claims.

The Commodity Futures Trading Commission is holding a hearing
about regulations to foster greater protection of customers.

Mr. Giddens makes distributions to customers and eventually to
general creditors without need for proposing a plan because the
broker is liquidated under the Securities Investor Protection Act,
not the U.S. Bankruptcy Code.

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MF GLOBAL: Ch. 11 Trustee Joins Creditors in Proposed Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Louis Freeh, the trustee for MF Global Holdings Ltd.,
the parent of the liquidating commodity broker, decided to join
rather than fight creditors who filed a liquidating Chapter 11
plan in January.  Mr. Freeh and the creditors filed a jointly
proposed plan on Feb. 2, refining projections made by the
creditors last month about their recoveries.

With the benefit of non-public information unavailable to
creditors when they filed the plan, the joint disclosure statement
predicts a recovery of 13.4% to 38.9% for holders of $1.16 billion
in unsecured claims against the parent holding company. Bank
lenders would have the same recovery on their $1.15 billion claim
against the holding company.  The predicted recovery is 14.2% to
33.6% for holders of $1.9 billion in unsecured claims against MF
Global Finance USA Inc., one of the companies under the umbrella
of the holding company trustee. Bank lenders are scheduled for the
same percentage recovery on their $1.15 billion claim.

The report notes the plan deals only with creditors of the holding
company, not customers and creditors of the brokerage.

The report recounts the creditors were entitled to file a plan in
January because Mr. Freeh's appointment as a Chapter 11 trustee
automatically ended the company's exclusive right to propose a
plan.  The creditors who filed the plan in January said they hold
$1.82 billion in claims.

The plan takes into account the settlement announced in December
among the MF Global parent, the brokerage subsidiary, and the U.K.
affiliate.  The settlement with the U.K. affiliate was approved
last week in bankruptcy court.  The MF Global Inc. brokerage is
under control of James Giddens, a separate trustee appointed under
the Securities Investor Protection Act.

Creditors proposing the plan last month included Deutsche Bank
Securities Inc., an affiliate of Citigroup Inc., Knighthead Master
Fund LP, Royal Bank of Scotland Plc, an affiliate of Blue Mountain
Capital Inc. and Waterstone Capital Management LP.

The creditors previously arranged a Feb. 14 hearing for approval
of the disclosure statement explaining the plan.  The creditors
wanted the judge to scheduled a confirmation hearing on March 29
for approval of the plan.

The recovery by creditors of the holding company is largely based
on the estimated distributions by the brokerage subsidiary to the
holding company.  The starting point is a judgment that customers
of the brokerage will at most have a $6 million loss on the low
side to a surplus of as much as $120 million on the high side.
Previously, the creditors were estimating that the maximum surplus
would be $156 million.

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MF GLOBAL: Customers to Get Most of Their Money Back
----------------------------------------------------
Reuters reported that former customers of Jon Corzine's collapsed
brokerage MF Global would recover most, and probably all, of their
money under the latest projections by the trustee liquidating its
bankrupt parent company.

In a court filing late on Friday, trustee Louis Freeh, the former
FBI chief, outlined an amended version of a plan for how to divvy
up MF Global's assets and distribute them among various creditor
classes, Reuters said.

Freeh projected MF Global's U.S. broker-dealer unit could have up
to a $120 million surplus, which would mean full payback for the
traders whose money was frozen when the brokerage went bankrupt in
October 2011 but Freeh also said the broker-dealer unit could wind
up with a $6 million shortfall, Reuters related.  While that is a
small number in the context of the $1.6 billion hole customers
were thought to face at the beginning of the case, and one that
could likely be bridged through other sources of recovery, it is a
less certain forecast than the version of the payout plan released
last month.

In that plan, issued by a group of unsecured creditors led by
Silver Point Capital, Knighthead Capital and Cyrus Capital
Partners, customers were slated to receive "payment in full,"
Reuters further related.

The proposal from Freeh on Friday, released in cooperation with
the Silver Point group, incorporated more recent financial data,
Reuters said.  In addition to conceding a possible deficit at the
broker-dealer, the latest plan narrows recovery ranges for holders
of MF Global's $2.2 billion in unsecured claims. Such creditors,
which include the Silver Point group, are now projected to recover
between 13.4 percent and 38.9 percent of claims, a range that had
been pegged at between 11.5 percent and 41.5 percent in the
earlier plan.

Reuters also noted that the updated proposal specifies that lender
JPMorgan Chase & Co will recover all of its roughly $7.8 million
in secured setoff claims against MF Global units, and that an
unsecured liquidity facility, for which JPMorgan was a key lender,
will recover between 13.4 and 38.9 percent of its $1.15 billion
claim.

Recovery estimates are conservative, Brett Miller, a lawyer for
Freeh, told Reuters.

The amended plan represents the first time Freeh has publicly laid
out creditor payback projections since MF Global declared
bankruptcy, according to Reuters.

MF Global was led by former New Jersey Governor and Goldman Sachs
Group Inc chief Corzine, who resigned shortly after the collapse,
Reuters recalled. Corzine remained in the spotlight due to
regulators' discovery that MF Global improperly used customer
money to plug liquidity gaps, leading to a $1.6 billion shortfall
in customer accounts. Corzine has denied any wrongdoing, and has
not faced criminal charges. He and other former executives face
breach of fiduciary duty and other civil claims from former
customers.

The plan, according to Reuters, is slated to go before Judge
Martin Glenn in U.S. Bankruptcy Court in Manhattan for approval on
Feb. 14.

Reuters noted that Freeh's latest projections follow a deal
reached in December between Freeh and the trustees representing MF
Global's U.S. and British brokerage customers. That deal was
approved by Glenn on Thursday.

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MICRON TECHNOLOGY: S&P Rates Sr. Convertible Notes Due 2033 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to U.S. memory semiconductor provider Micron Technology
Inc.'s proposed senior unsecured convertible notes due 2033.  The
recovery rating is '3', reflecting S&P's expectation for
meaningful (50% to 70%) recovery for senior unsecured debtholders
in the event of default.  The corporate credit rating on the
company is 'BB-' with a negative outlook.  The proposed notes will
rank equally with all of Micron's existing and future senior
unsecured debt.  The company has earmarked the use of proceeds
from this offering to redeem a portion of its outstanding
convertible notes due 2014.  Consequently, S&P considers these new
notes as a prefunding transaction and not as an incremental
increase to leverage.

"Over the coming year, we expect Micron to incur higher costs to
integrate Elpida, which should consume a portion of cash balances.
However, we expect EBITDA, which declined about 30% year over year
for the 12 months ended November 2012, to recover much of the
decline in 2013, supported by industry demand for wireless device
flash memory, solid state drive (SSD) spending, and DRAM sector
consolidation.  Consequently, we expect Micron's ratio of debt to
EBITDA, which represented 2.5x as of the November quarter, to
improve over the coming year.  In line with our expectations for
highly variable operating trends, we expect credit measures to
vary widely over a cycle," S&P said.

The rating on Micron Technology Inc. reflects S&P's expectation
that the semiconductor memory sector will remain highly volatile
and the company will continue to incur significant capital
spending to increase capacity.  Consequently, S&P views Micron's
business risk profile as "weak".  The company's weak free cash
flow characteristics contribute to S&P's view of the company's
financial risk profile as "significant," despite its ratio of debt
to EBITDA, which S&P expects to remain strong for the rating
category.

S&P views Micron's liquidity as "adequate".  Cash and marketable
investments amounted to about $2.7 billion as of Nov. 29, 2012,
and S&P expects these amounts to decline over the coming year,
considering S&P's estimates for costs to acquire and integrate
Elpida.

The negative outlook reflects weak conditions in certain memory
markets, as well as the possibility for increased costs and
investment requirements for Micron to acquire and integrate Elpida
Memory's business from court-appointed trustees.  If revenue and
earnings performance stabilize in Micron's fiscal 2013 and Elpida-
related spending remains measured, such that leverage does not
increase materially from current levels, S&P could revise the
outlook to stable.  Conversely, if Elpida spending or volatile
market conditions result in a persistence of weak or negative free
cash flow and leverage approaches 3x or more, S&P could lower the
ratings.

RATINGS LIST

Micron Technology Inc.
Corporate Credit Rating                      BB-/Stable/--

New Rating
Micron Technology Inc.
Senior Unsecured
$220 Mil. Conv. Notes Series E Due 2033       BB-
   Recovery Rating                            3
$220 Mil. Conv. Notes Series F Due 2033       BB-
   Recovery Rating                            3


MSR RESORT: Parties Await Plan Confirmation Ruling
--------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that MSR Resort Golf
Course LLC on Monday urged a New York bankruptcy judge to ignore
protests from an alternative investment fund that claims its
Chapter 11 plan is unconfirmable, hoping to remove one of the last
remaining roadblocks to a $1.5 billion asset sale that will end
its bankruptcy.

On the first day of the resort owner's reorganization plan
confirmation hearing, attorneys for MSR refuted Five Mile Capital
Partners LP's claims surrounding an extra $331 million tax
liability attached to the proposed sale, the report related.

BLaw said in a new report that the bankruptcy judge on Tuesday put
off a ruling on MSR's Chapter 11 reorganization plan, following a
second day of lengthy testimony that included vigorous opposition
from a private equity fund.

At the end of the day, U.S. Bankruptcy Judge Sean H. Lane said he
would not have a ruling before Thursday after having spent hours
listening to alternative investment fund Five Mile Capital
Partners LP and the resort owner, the report related.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUTUAL BANK: 7th Circ. Backs FDIC Win in Exec's $30M Suit
---------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that the Seventh
Circuit on Monday affirmed a lower court's dismissal of claims by
the former chairman of Mutual Bank against the Federal Deposit
Insurance Corp. over roughly $30 million that he claimed he and
his family is owed after the now-defunct bank slipped into
insolvency.

A three-judge panel found that the Administrative Procedure Act
claims by former Mutual Bank Chairman Pethinaidu Veluchamy and his
family are barred because they are seeking money damages and noted
that the APA bars such suits, the report related.


N & G PRO: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: N & G Pro, LLC
          dba Oasis Carwash
          fdba Mr. Clean Carwash
        3320 Buford Highway
        Cumming, GA 30041

Bankruptcy Case No.: 13-20343

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES, ELLIS & NASON, P.A.
                  3343 Peachtree Road, NE, Suite 550
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  E-mail: gfn@lcsenlaw.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 six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb13-20343.pdf

The petition was signed by Nan K. Ha Eivich, majority member.


NATIONAL MENTOR: S&P Retains 'B+' Rating on $550MM Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
behavioral health care provider National Mentor Holdings Inc. are
unaffected by the company's planned term loan B-1 add-on of
$30 million.

The issue-level rating on the now $550 million term loan B-1
remains 'B+', with a recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a default.  The company amended its existing credit
agreement to allow for the add-on.  The company will use proceeds
to pay down its outstanding revolver balance.  The additional term
loan debt does not significantly affect National Mentor's credit
measures, and S&P expects cushions on debt covenants to remain
around 19%.

The corporate credit rating on National Mentor is 'B' and the
rating outlook is stable.  The rating reflects S&P's view of
National Mentor's financial risk profile as "highly leveraged,"
supported by a debt-to-EBITDA ratio of well over 7x and funds from
operations of less than 10%.  The company's "weak" business risk
profile continues to reflect its significant exposure to
reimbursement risk and the fragmented and competitive nature of
the behavioral health industry.

RATINGS LIST

National Mentor Holdings Inc.
Corporate Credit Rating           B/Stable/--

Ratings Unchanged

National Mentor Holdings Inc.
$550M term loan B-1*             B+
   Recovery Rating                2

* Includes $30 million add-on.


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.


NATURAL PORK: Hiring Variant Capital as Investment Banker
---------------------------------------------------------
Natural Pork Production II, LLP, asks the Bankruptcy Court for
authorization to employ Variant Capital Advisors LLC as its
Investment Banker in its Chapter 11 case and in the Chapter 11
cases of its affiliated debtors Brayton LLC, Crawfordsville, LLC,
and South Harlan, LLC.

Variant Capital will assist the Debtors with strategic advisory
services in connection with the auction and sale of several of
their operating assets.

Variant Capital's employment will be effective as of Jan. 4, 2013.

As compensation, Variant Capital will receive:

-- A non-refundable initial payment of $25,000;

-- A non-refundable monthly fee of $25,000, commencing one month
   after receipt of the initial payment.  Variant Capital will not
   be entitled to any more than three (3) monthly fees and the
   third monthly fee paid will be applied to any Sale Fee earned;
   plus

-- Upon the closing of a sale transaction, the Debtors will pay a
   Sale Fee equal to thirty percent (30%) of the aggregate
   Enterprise Value (as defined in the Engagement Letter
   Agreement) of the transaction in excess of $20 million.

Variant Capital believes that it is a disinterested person as that
term is defined in Bankruptcy Code Section 101(14).

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NEW ENGLAND COMPOUNDING: Retains DRC as Claims & Balloting Agent
----------------------------------------------------------------
Donlin, Recano & Company, Inc. has been retained as claims,
noticing and balloting Agent in New England Compounding Pharmacy,
Inc. Chapter 11 case.

Framingham, Massachusetts based New England Compounding Pharmacy,
Inc. filed for Chapter 11 in the United States Bankruptcy Court
for the District of Massachusetts.  The case will center on tort
claimants as a result of alleged product liability issues.
Debtor's counsel is Murtha Cullina LLP, Boston, Massachusetts.

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com--
is a division of DF King Worldwide --
http://www.king?worldwide.com -- and a provider of claims,
noticing, balloting and technology solutions.  It also provides
bondholder identification services, pre?pack bankruptcy
solicitation and balloting, crisis communications, financial
printing services and call center services through one of the
largest and most technologically advanced call centers in the
country.  King Worldwide is a financial communications, proxy
solicitation and stakeholder management company, serving over
1,000 public company, mutual fund family and private equity firm
clients domiciled in North America, Europe and Asia.

                   About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NICHOLAS HAMIC: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nicholas Hamic Ventures, LLC
          fka Exit Realty of Lakeland, LLC
          dba Exit Realty of Lakeland
        1715 S. Florida Avenue
        Lakeland, FL 33803

Bankruptcy Case No.: 13-01444

Chapter 11 Petition Date: February 4, 2013

Court: U.S. 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: $954,772

Scheduled Liabilities: $1,428,463

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-01444.pdf

The petition was signed by William L. Nicholas, managing member.


NIFTUS LLC: Court Coverts Case to Chapter 7 Liquidation
-------------------------------------------------------
The Bankruptcy Court converted Niftus LLC's Chapter 11 case to a
case under Chapter 7 of the Bankruptcy Code.  W. Clarkson McDow,
Jr., the United States Trustee for Region 4, sought the
conversion.  The U.S. Trustee said that given the speculative
nature of the Debtor's income stream and the adversarial nature of
the Debtor relationship with the other members of Royalpharm, LLC,
it appears unlikely that the Debtor will be able to rehabilitate.

                           About Niftus

Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D.
Va. Case No. 12-71123) on June 11 in Roanoke, Virginia.  Niftus,
a management consulting services provider from Bluefield,
Virginia, estimated assets of up to $50 million and debts of less
than $10 million.  Chief Judge William F. Stone Jr. oversees the
case.  Copeland & Bieger, P.C., serves as the Debtor's counsel.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an unsecured creditors committee in the Chapter 11 case
of Niftus, LLC.  According to the statement, the number of persons
eligible or willing to serve on such a committee is presently
insufficient to form an unsecured creditors committee.

The U.S. Trustee will appoint an unsecured creditors committee
upon the request of an adequate number of unsecured creditors.


NII HOLDINGS: S&P Assigns 'B-' Rating to $400MM Sr. Notes Due 2019
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '4' recovery rating to NII Holdings Inc.'s (NII)
proposed $400 million of senior notes due 2019.  The notes are
being issued by NII International Telecom S.C.A (NII
International), a wholly owned subsidiary of NII. The '4' recovery
rating indicates S&P's expectation for average (30% to 50%)
recovery in the event of payment default.

At the same time, S&P lowered the issue-level rating on NII
Capital Corp.'s senior unsecured debt to 'CCC' from 'CCC+' and
revised the recovery rating to '6', which indicates S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default, from '5'.  The lower issue-level rating reflects
diminished recovery prospects given the debt issuance at NII
International, which is structurally senior to the debt at NII
Capital.

Proceeds from the new notes will be used to fund the expansion of
NII's wireless networks, the acquisition of spectrum licenses, the
deployment of 3G wireless technology in its markets, or the
refinancing of existing debt.

"Our 'B-' corporate credit rating and stable outlook are not
affected by the new debt.  Pro forma adjusted leverage is about 5x
as of Sept. 30, 2012, though our rating on Reston, Va.-based NII
already incorporates the expectation that leverage could approach
9x in 2013 because of substantially lower EBITDA and higher debt
balances, including this new debt issue as well as the company's
proposed tower sale leaseback transaction.  However, for the
current ratings we assume some moderation of leverage to about 6x
by the end of 2015," S&P said.

RATINGS LIST

NII Holdings Inc.
Corporate Credit Rating                B-/Stable/--

New Rating

NII International Telecoms S.C.A.
$400 Mil. Senior Notes Due 2019         B-
   Recovery Rating                      4

Downgraded; Recovery Rating Revised
                                        To                From
NII Capital Corp
Senior Unsecured                       CCC               CCC+
   Recovery Rating                      6                 5


NNN PARKWAY: Breakwater Files Contempt-of-Court Motion v. LNR
-------------------------------------------------------------
Breakwater Equity Partners on Feb. 6 disclosed that one of the
owners of Parkway 400 has filed a motion to hold LNR Partners in
contempt (case 8:12-bk-24593-TA).  The motion, now pending before
the US Bankruptcy Court in Santa Ana, alleges that LNR Partners,
special servicer for the lender on the property, violated the
automatic stay which went into effect when the Chapter 11 case was
filed on December 31.

Parkway 400 consists of two office buildings, with a total of
193,218 square feet, in Alpharetta, Georgia.  It is owned by 35
tenant-in-common investors from across the United States.  Despite
the automatic stay, LNR Partners foreclosed against the interests
of all of the owners except the debtor that filed Chapter 11.  If
approved, the motion filed with the bankruptcy court will void the
foreclosure and put Parkway 400 back into the hands of the tenant-
in-common owners.

"This is an intentional violation of the automatic stay," said
Phil Jemmett, Breakwater CEO.  "LNR has repeatedly flouted the
automatic stay provisions of the bankruptcy code.  We believe that
the court should address this ongoing pattern and practice of
renegade behavior.  The owners of this property are elderly
investors who have been defrauded and are now being victimized a
second time."

"LNR's actions are outrageous," said Ralph Farinas, one of the
tenant-in-common owners.  "This is yet another example of the
greedy behavior that has become so common with lenders.  All we
want is an opportunity to save our investment.  Most of the
investors are depending on this property to provide income for
their golden years."

The 35 tenant-in-common owners purchased Parkway 400 in 2007 for
$33.85MM.  According to Breakwater Equity Partners, the deal
sponsor, Grubb & Ellis, told the mom-and-pop investors that
Parkway 400 was a reliable investment that would produce solid
dividend distributions.  Grubb & Ellis failed to disclose material
adverse information related to the investment.

"We are confident that the debtor will prevail on this contempt of
court motion," said Mr. Jemmett.  "This issue has been litigated
in other bankruptcies with LNR and it is clear that the law is
well settled. Breakwater is committed to working with vulnerable
investors to help protect their interests from predatory lenders."

                 About Breakwater Equity Partners

Breakwater Equity Partners -- http://www.breakwaterequity.com--
is a San Diego-based commercial real estate workout consultancy
and investment firm.  Through Breakwater's extensive experience on
over 200 engagements with loan values in excess of a $3B, the firm
has devised a unique, multidisciplinary approach to uncovering and
resolving distressed assets. Breakwater's professional team
combines legal, financial, economic, banking, tax, and regulatory
expertise to devise customized strategies for each property
regardless of market (primary to tertiary), asset class (office,
retail, multi-family, industrial, flex, land) or loan type
(portfolio or CMBS). For more information on Breakwater Equity
Partners, please call 858-490-3630 or visit
www.breakwaterequity.com .

                       About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.


OCALA FUNDING: Files Chapter 11 Litigation Plan
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ocala Funding LLC, a subsidiary of previously
bankrupt Taylor Bean & Whitaker Mortgage Corp., filed a proposed
Chapter 11 plan to implement an agreement reached before
bankruptcy in July by holders of almost all of Ocala's
$1.5 billion in secured and $800 million in unsecured claims.

According to the report, the plan will create a trust to prosecute
lawsuits on behalf of creditors with more than $2.5 billion in
claims.  The explanatory disclosure statement will come up for
approval at a March 6 hearing in U.S. Bankruptcy Court in
Jacksonville, Florida.  Once disclosure materials are approved,
creditors can vote on the plan.

Ocala, the report relates, said creditors' recoveries will flow
from "complex causes of action against large financial
institutions and/or government sponsored entities."  Ocala said it
intends to sue Federal Home Loan Mortgage Corp. to recover $805
million in alleged fraudulent transfers.

Ocala's principal creditors include Deutsche Bank AG, with a claim
of $1.16 billion; BNP Paribas Mortgage Corp., owed $463.3 million;
and Federal Deposit Insurance Corp., with a claim of $898.9
million.  There is only $17.5 million in secured claims to be
paid.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OMEGA NAVIGATION: Subsidiaries Set for Feb. 22 Auction
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Omega Navigation Enterprises Inc. will try once again
to sell three non-bankrupt subsidiaries.

The report recounts that in January, U.S. Bankruptcy Judge Karen
Brown in Houston authorized the shipowner to give ownership of its
eight vessels to secured lenders.  At the same January hearing,
Judge Brown refused to approve a separate settlement under which
the company's owner, George Kassiotis, would have become the owner
of the subsidiaries.

According to the report, Judge Brown approved procedures Feb. 5
for a Feb. 22 auction for the subsidiaries. Bids are due initially
by Feb. 19.  A hearing to approve the sales is set for Feb. 25.
Delos Megacore LLC will make the opening bid of $1.25 million for
one of the subsidiaries and may bid for the others.

The creditors' committee supports the Delos bid.

Under the approved settlement with the lenders, the secured
creditors waived claims and agreed to pay most professional
expenses and while providing $500,000 for distribution to
unsecured creditors.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OVERSEAS SHIPHOLDING: Gets $25M DIP to Keep Tankers Afloat
----------------------------------------------------------
Overseas Shipholding Group Inc. won approval for debtor-in-
possession financing packages that earmark a total of $25 million
to fund operations while undergoing a Chapter 11 restructuring.

Overseas also received final approval for use of cash representing
secured lenders' collateral, Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports.

U.S. Bankruptcy Judge Peter J. Walsh signed off on two DIP loans
and a pair of complimentary agreements allowing the use of cash
collateral, orders that taken together will enable certain OSG
vessels to cover operating expenses and make payments on their
existing debt, BankruptcyLaw360 reported.

The $300 million in 8.125% senior unsecured notes due 2018 traded
for 39.4 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: New York Judge Consolidates 3 Class Suits
---------------------------------------------------------------
District Judge Shira A. Scheindlin of the Southern District of New
York consolidated three related putative federal securities class
actions against Overseas Shipholding Group, Inc., its various
officers, underwriters, and auditors.

Two of the actions are brought on behalf of purchasers of OSG
common stock and allege violations of Section 10(b) and Rule 10b-5
and Section 20(a) of the Exchange Act of 1934.  The third action
is brought on behalf of purchasers of "OSG debt securities sold
pursuant and/or traceable to [OSG's] $300 million public offering
of 8.125% Senior Notes Due 'conducted on March 24, 2010," and
alleges violations of Sections 11, 12(a)(2) and 15 of the
Securities Act of 1933.

The cases are:

     -- ROBERT PORZIO, Individually and on Behalf of All
        Others Similarly Situated, Plaintiff, v. OVERSEAS
        SHIPHOLDING GROUP, et aI., Defendants, No. 12 Civ.
        7948 (S.D.N.Y.)

     -- BRUCE MYATT, Individually and on Behalf of All
        Others Similarly Situated, Plaintiff, v. MORTEN
        ARNTZEN, et aI., Defendants, No. 12 Civ. 8547
        (S.D.N.Y.); and

     -- INDIANA TREASURER OF STATE, Individually and on
        Behalf of All Others Similarly Situated, Plaintiff,
        v. G. ALLEN ANDREAS III, et aI., Defendants, No. 12
        Civ. 9363 (S.D.N.Y.)

The three groups of plaintiffs in contention for appointment as
lead plaintiff are:

     (1) Abe Hedaya, Norma Hedaya, William Mills, Kristin Mondo
         -- OSG Investor Group -- who allege that Abe and Norma
         Hedaya suffered $2,077,291.13 in losses, William Mills
         suffered $9,413.44 in losses and Kristin Mondo suffered
         approximately $33,260.45 in losses;

     (2) Robert Kawula, Ben Reuben, Nikos Georgalakis, Patrick
         Cummins, and Douglas G. Fixter -- Overseas Investor
         Group -- who allege total losses of $809,773; and

     (3) Stichting Pensioenfonds DSM Nederland and Indiana
         Treasurer of State, joined by Lloyd Crawford -- DSM
         Group -- who allege approximately $1.3 million in
         losses.

Judge Scheindlin named OSG Investor Group as lead plaintiff, and
Robbins Geller Rudman & Dowd LLP as lead counsel.

The law firms involved in the case include:

     (1) Giti Baghban, Esq., in Lawrenceville, NJ; Gregory M.
Nespole, Esq., Malcolm T. Brown, Esq., Lawrence P. Kolker, Esq.,
Wolf Haldenstein Adler Freeman & Herz LLP, New York, NY; Jason M.
Leviton, Esq., Berman DeValerio Boston, MA; Jeffrey C. Block,
Esq., Block & Leviton LLP, New York, NY; Joseph P. Guglielmo,
Esq., Scott Scott, L.L.P., New York, NY; and Steven P. Harte,
Esq., Jones Day New York, NY, representing Plaintiff Robert
Porzio.

     (2) Samuel H. Rudman, Esq., David A. Rosenfeld, Esq., Robbins
Geller Rudman & Dowd LLP, Melville, NY, for Plaintiff Bruce Myatt
and Indiana Treasurer of State.

     (3) Curtis Victor Trinko, Esq., Law Offices of Curtis V.
Trinko, LLP, New York, NY, for Movant Lee McClennahan;

     (4) Lawrence Paul Kolker, Esq., Wolf Haldenstein Adler
Freeman & Herz LLP, New York, NY, for Movant OSG Investor Group;

     (5) Phillip C. Kim, Esq., The Rosen Law Firm P.A.. New York,
NY, for Movant Overseas Investor Group;

     (6) Kenneth Mark Rehns, Esq., Cohen Milstein Sellers & Toll
P.L.L.C., New York, NY, for Movants Barrie Woolard and Steven
Hyman;

     (7) Thomas James McKenna, Esq., Gainey & McKenna, LLP, New
York, NY, for Movant the Riley Group;

     (8) John Christopher Browne, Esq., Bernstein Litowitz Berger
& Grossmann LLP, New York, NY, for Movant Paul Otto Koether IRA
Rollover;

     (9) David Avi Rosenfeld, Esq., Robbins Geller Rudman & Dowd
LLP, Melville, NY, for Movant the DSM Group;

    (10) Lewis J. Liman, Esq., Elizabeth Vicens, Esq., Cleary
Gottlieb Steen & Hamilton, LLP, New York, NY, for Defendant
Overseas Shipholding Group, Inc.

    (11) Scott B. Schreiber, Esq., Craig A. Stewart, Esq., Arnold
& Porter, Washington, DC, for Defendant Morten Arntzen;

    (12) David H. Kistenbroker, Esq., Joni S. Jacobsen, Esq.,
Ashley J. Burden, Esq., Dechert LLP, Chicago, IL, for Defendant
Myles R. Itkin.

The Irving Firemen's Relief and Retirement Fund appeared pro se.

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

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PALOMAR HEALTH: Fitch Affirms 'BB+' Rating on 4 Bond Classes
------------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating on the following bonds
issued by Palomar Health, California:

-- $159,252,000 certificates of participation COPs series 2010;
-- $228,477,000 COPs series 2009;
-- $171,607,000 COPs series 2006A-C;
-- $22,190,000 insured refunding revenue bonds series 1999.

The Rating Outlook is Stable.

Security

The bonds are secured by a general revenue pledge of the obligated
group.

Sensitivity/Rating Drivers

COMPLETED SIZEABLE CAPITAL SPENDING: In August 2012, Palomar
Health opened its 288-bed Palomar Medical Center (PMC) in
Escondido, California.

The opening and subsequent relocation of most service lines into
PMC signals the end of capital spending on PH's large and
ambitious $1.06 billion master facilities plan. Capital needs
going forward will drop dramatically to $17 million budgeted in
fiscal 2013 from an average of $197.1 million over the last four
fiscal years.

WEAKENED PROFITABILITY:

Interim fiscal 2013 financial results (six months ended Dec. 31,
2012) have been negatively impacted by one-time move-in costs to
the new facility, negative variance to budget due to continued
shift of inpatient admissions to observation cases and rising
depreciation and interest expense related to the new facility.
Fitch expects PH to reduce the sizable operating losses over the
near term through aggressive cost management and revenue
optimization measures. Losses have been reduced month to month
since the new facility opened and operating performance is
projected to be at least breakeven for the remainder of the year.

HIGH DEBT BURDEN:

PH's debt burden remains very high and is inconsistent with an
investment-grade rating. Debt service coverage was below 1x for
the interim period due to weak cash flow, however, Fitch expects
PH's measures to improve cash flow during the second half of
fiscal 2013 will result in coverage in excess of its debt service
coverage requirement (1.15x).

LOW LIQUIDITY:

Liquidity has dropped as of Dec. 31, 2012 mainly due to the
remaining spend on the master facilities plan from equity. In
addition, debt service was paid from cash due to negative cash
flow. Fitch expects liquidity to rebuild due to modest capital
needs going forward.

What Could Trigger A Rating Action

FAILURE TO IMPROVE CASH FLOW: It is imperative that PH improve its
cash flow in order to cover its high debt service requirements.
Fitch will monitor PH's progress over the next few months and the
failure to substantially improve cash flow will result in negative
rating action.

CREDIT PROFILE

Palomar Health, formerly known as Palomar Pomerado Health System,
is a California hospital district that operates three hospitals in
northern San Diego County. For fiscal 2012 (ended June 30),
Palomar Health (PH) reported $552 million in total operating
revenue.

Opening of Palomar Medical Center

In August 2012, Palomar Health opened its new 288-bed Palomar
Medical Center in North San Diego County and successfully
relocated the majority of its service lines to the new hospital
from its downtown Escondido facility. The downtown facility will
remain operational and house an urgent care center, labor and
delivery, behavioral, and acute rehab service lines. Construction
and completion of Palomar Medical Center is the center piece of
PH's sizable $1.06 billion facilities master plan. Total operated
beds is approximately 508 beds.

Operating Performance Weaker Than Expectations

Financial results for the six-month interim period ended Dec. 31,
2012 show a large operating loss driven by increased depreciation
and interest expense related to the new facility, one-time costs
related to the transition to the new facility and continued
revenue pressures from a shift in inpatient volume to observation
cases. Through the interim, PH reported an operating loss of $41.1
million, or a negative 14.9% operating margin (exclusive of
property tax income). For fiscal 2012, PH generated $6.3 million
in operating income, or a 1.2% operating margin.

In preparation for the move to its new facility, PH implemented a
planned reduction in elective admissions and surgeries and placed
its emergency department (ED) on diversion. Further, prior to and
following the move, staff training and system testing were
conducted to ensure a smooth and safe operating environment. As a
result, PH incurred approximately $12.5 million in one-time move-
in costs through the interim period and $7 million in lost
inpatient revenue. In response to the challenging financial
results, PH is undertaking strong labor cost management effort,
productivity initiatives, and revenue optimization measures to
shore up profitability and rebuild the balance sheet. Management
projects that fiscal 2013 will end with EBITDA of approximately
$48 million compared to $6.8 million through the six months ended
Dec. 31, 2012, with most of the improvement expected to be
realized from management of labor costs. Fitch expects fiscal 2013
performance to result in debt service coverage in excess of its
bond covenant requirements and the inability to execute on these
cost reduction plans will result in downward rating action.

Property Tax Revenue Benefit

PH's overall profitability is aided by its status as a California
Hospital District, a political subdivision of the State of
California. PH receives unrestricted property tax revenues from a
fixed share of the 1% property tax levied by the County of San
Diego on all taxable real property in PH's boundaries. PH received
$12.7 million and $12.6 million in unrestricted property tax
revenues in fiscal 2012 and 2011, respectively. These revenues are
in addition to, and are separate from, the ad valorem tax revenues
generate by the separate voter-approved tax levy that is pledged
solely for the payment of principal and interest on PH's $496
million series 2005, 2007, 2009, and 2010 GO bonds.

High Debt Burden

As of Dec. 31, 2012, PH had $581.5 million in revenue bonds and
$492.4 million in general obligation bonds outstanding (Fitch
rates the district's general obligation bonds A+). All but the
series 2006 certificates are in fixed rate mode. PH has entered
into three fixed payor interest rate swaps with Citi, N.A. As of
Jan. 31, 2013, the swaps had a negative mark-to-market value of
$33.9 million. The swaps are insured by Assured Guaranty and have
required no collateral posting.

The district's high debt burden reflects the large amount of debt
that was issued to fund its large $1.06 billion facility master
plan. Funding sources have fluctuated over the last few years and
have been pressured by a drop in philanthropy, increased project
cost, and the need to fund a central utility plant that was
initially to be financed by a third party.

Low Liquidity

At Dec. 31, 2012, PH had $130.3 million in unrestricted cash and
investments, equating to 81.7 days cash on hand and 21.2% cash to
debt, down from 124.4 days cash on hand 30.6% cash to debt at June
30, 2012. The declining liquidity reflects PH's equity
contribution to its master facility plan ($27.4 million) and debt
service payments ($24.4 million) due to weak cash flow. PH's
capital budget for fiscal 2013 totals $17 million, down sizably
from prior years, and will be funded from operating cash flow.
With the completion of its large master facilities plan, Fitch
expects PH to rebuild its balance sheet going forward.

Expected Performance Improvement Over the Next Few Years

Fitch believes that PH's interim financial profile reflects a
transition period for the organization as it moves to position
itself as one of the key healthcare providers in the North San
Diego County through heavy capital investments and cash outlays.
Further, Fitch views positively PH's strategic operating
relationships with Kaiser Permanente and Rady Children's Hospital
(both rated 'A+' by Fitch). Along with PH's creation of its
medical foundation, Arch Health Partners and its continued
investments in its electronic medical records, these actions
should enhance PH's operations and its market position in a post
healthcare reform era.

Stable Outlook

Despite PH's very weak financial profile through the six months
ended Dec. 31, 2012, Fitch's Outlook for PH remains Stable given
management's plan to improve cash flow for the remainder of the
year. Fitch will monitor these improvements and will update the
rating prior to the close of PH's 2013 fiscal year. The failure to
execute on its improvement initiatives will result in negative
rating pressure.

Disclosure:

PH covenants to provide annual audited financial reports and
unaudited quarterly financial statements to bondholders. Quarterly
information, including a balance sheet, income statement, and
statement of changes in net assets will be provided within 45 days
after the end of each of the first three fiscal quarters.


PATRIOT COAL: Carmody MacDonald OK'd as Committee's Local Counsel
-----------------------------------------------------------------
The Hon. Kathy A. Surratt-States of the U.S. Bankruptcy Court for
the Eastern District of Missouri authorized the Official Committee
of Unsecured Creditors in the Chapter 11 cases of Patriot Coal
Corporation, et al., to retain Carmody Macdonald P.C., as
its local counsel.

The Court also ordered that Carmody MacDonald will not withdraw as
the Committee's counsel prior to the effective date of any Chapter
11 plan confirmed in the cases without prior approval of the Court
in accordance with Local Bankruptcy Rule 2091.

As reported in the TCR on Jan. 8, 2013, Carmody MacDonald is
expected to render such legal services that the Committee may
request in order to discharge the Committee's responsibilities and
further the interests of the Committee's constituents in the
cases.  Those services will include, without limitation,
assisting, advising and representing the Committee as local
counsel with respect to the Committee's responsibilities and
duties to creditors and to the Court.

The range of hourly billing rates of Carmody MacDonald partners
for this matter will be $325 and $395, associates $225 and $295,
and legal assistants/law clerks $150 and $175.

To the best of the Committee's knowledge (i) Carmody MacDonald is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, (ii) neither Carmody MacDonald nor its
professionals have any connection with Debtors, their creditors or
any other parties-in-interest, and (iii) Carmody MacDonald does
not hold or represent any interest adverse to the Committee in
respect of the matters for which it is to be retained.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Sets March 14 Hearing on Disclosure Statement
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Penson Worldwide Inc., formerly a clearing broker and
future commission merchant, scheduled a March 14 hearing for
approval of disclosure materials explaining a liquidating Chapter
11 plan negotiated before the bankruptcy filing on Jan. 11 in
Manhattan.

According to the report, the plan is supported by holders of 57%
of the second-lien notes and 70% of convertible notes.  The plan
treats each Penson company separately.  Consequently, creditors
only receive distributions from the assets of the company liable
on the claim.

The plan, the report relates, generally provides for distributing
proceeds of collateral to secured creditors, with unsecured
creditors receiving distributions in the order of priority
prescribed in bankruptcy law. Second-lien creditors are treated as
unsecured creditors.

According to the report, the disclosure statement projects that
general unsecured and second-lien creditors of Penson Worldwide
may recover nothing to 15%.  For creditors of other companies, the
recovery in some instances could be 100 percent.

Once the judge approves the disclosure statement, the plan will be
submitted to creditors for a vote.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PETTERS COMPANY: PBE Trustee Allowed to Use Cash Until December
---------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Douglas A. Kelley, the duly
appointed Chapter 11 trustee for Petters Company, Inc., et al., to
consent to PBE Chapter 7 trustee's use of cash collateral until
Dec. 31, 2013.

As reported in the Troubled Company Reporter on Jan. 8, 2013, the
Chapter 11 trustee requested that the Bankruptcy Court issue an
order:

   a. authorizing the Chapter 11 trustee, on behalf of the PCI
      Debtors, to enter into an agreement with John R. Stoebner,
      Chapter 7 Bankruptcy Trustee of PBE Corporation, et al., for
      use of certain cash collateral in which PCI claims an
      interest; and

   b. authorizing the Chapter 11 trustee to allow the PBE trustee
      to use cash collateral until Dec. 31, 2013, subject to the
      terms agreed upon by the PCI Debtors and the PBE trustee and
      memorialized in a cash collateral agreement.

The PBE Trustee said that the cash collateral is necessary for him
to perform his statutory duties in 2013.  The PBE trustee expects
the expenses in the 2013 to include expenses incurred relating to
the filing of2012 tax returns, administrative rent and storage,
retention of data, claims reconciliation, treasury wind-down,
estate management and miscellaneous expenses, finalizing sale of
estate assets, professional fees and costs incurred in connection
of evaluation and resolution of existing and prospective existing
matters and adversary proceedings, and the bond of the trustee.

As adequate protection from any diminution value of the lenders'
collateral, the PBE Debtors will: (i) grant the PCI Debtors
replacement liens in certain assets; (ii) maintain segregated
accounts or books of account for all items of cash constituting
cash collateral and items of cash not constituting cash
collateral; and (iii) provide the PCI Debtors copies of the
financial or operating reports as filed with the Office of the
U.S. Trustee.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Mark A. Weisbart OK'd as Trustee's Local Counsel
-----------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Douglas A. Kelley, the duly
appointed Chapter 11 trustee for Petters Company, Inc., et al., to
employ The Law Office of Mark A. Weisbart as local counsel.

The firm is expected to advise and represent the trustee on
matters arising in the Texas Bankruptcy cases.

The hourly rates of the firm's personnel are:

         Mark Weisbart                   $450
         James Brouner                   $400
         Paralegals                       $85

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

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Stuarts Walker Hersant OK'd as Cayman Counsel
--------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Douglas A. Kelley, the duly
appointed Chapter 11 trustee for Petters Company, Inc., et al., to
employ Stuarts Walker Hersant as its counsel.

As reported in the Troubled Company Reporter on Jan. 8, 2013,
Stuarts Walker is expected to advise and represent the trustee on
matters arising in the Cayman Islands arising from the adversary
proceedings related to the bankruptcy cases.

Richard Annette, a senior counsel at Stuarts Walker, told the
Court that the hourly rates of Stuarts Walker are:

         Anthony Akiwumi                    $675
         Sarah Dobbyn                       $675
         Mr. Annette                        $600
         Christopher Levers                 $450
         Paul Murphy                        $450

To the best of the trustee's knowledge, Stuarts Walker does not
hold or represent an interest materially adverse to the Debtors,
the states or any class of creditors or equity security holders.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHARMACEUTICAL RESEARCH: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Raleigh, N.C.-based contract research
organization Pharmaceutical Research Associates Inc.

"We are withdrawing our 'B' corporate credit rating because this
rating will reside at parent PRA International, the corporate
parent and the issuer of the company's financial statements.
Issue-level ratings at Pharmaceutical Research Associates,
including the 'B' issue-level rating and '3' recovery rating on
the senior secured credit facility and the 'B-' issue-level rating
and '5' recovery rating on the second-lien term loan, are not
affected," S&P said.


PICCADILLY RESTAURANTS: Exclusivity Periods Extended Thru April 9
-----------------------------------------------------------------
Piccadilly Restaurants, LLC sought and obtained an extension until
April 9, 2013, of the deadline to file its Chapter 11 plan and
disclosure statement.

The Debtors have to gain acceptance of a plan shall be extended up
to and including June 10, 2013.

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,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.  The Derbes Law Firm's published, normal rates which
for the year 2012 are:

   Professional                     Rates
   ------------                     -----
   Frederick L. Bunol               $225 per hour
   Albert J. Derbes, IV             $295 per hour
   Eric J. Derbes                   $295 per hour
   Wilbur J. "Bill" Babin, Jr.      $325 per hour
   Albert J. Derbes, III            $350 per hour
   David Corkern                    $300 per hour
   Beau P. Sagona                   $295 per hour
   Melanie M. Mulcahy               $250 per hour
   Daniel J. Poolson, Jr.           $175 per hour
   Law Clerks                        $80 per hour
   Paralegals                        $75 per hour
   Legal Assistants                  $65 per hour
   Hugh J. Posner, C.P.A.           $175 per hour

The panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.


PINNACLE AIRLINES: File Committee-Backed Reorganization Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. filed a reorganization plan
to emerge from Chapter 11 bankruptcy as a wholly owned subsidiary
of Delta Air Lines Inc.  Even though unsecured and union creditors
will recover less than 1% on claims totaling as much as $690
million, the plan is supported by the official unsecured
creditors' committee and the pilots' union.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement.  Once
disclosure materials are approved, creditors will vote on the
plan. Pinnacle wants the court to hold an April 17 confirmation
hearing for approval of the plan.

According to the report, the plan was laid out in an agreement
among Delta, Pinnacle, and the creditors' committee announced on
Jan. 3.  After bankruptcy Pinnacle will continue as a feeder
airline for Atlanta-based Delta operating 81 regional jets with 76
seats.  Currently, Pinnacle is operating about 190 regional jets
for Delta, mostly the 50-seat variety.

The report notes that Delta is providing Pinnacle with $74.3
million in financing to continue operating while in Chapter 11.
To prevent Pinnacle from running out of cash this month, Delta is
increasing the secured loan by $30 million.  Delta is now
Pinnacle's only customer.  Delta will loan an additional $22
million, with $20 million paid to Pinnacle pilots on emergence
from Chapter 11. The payments to each pilot are on sliding scale
depending on years of service.  The longevity payments are part of
a new contract negotiated by the union.

Delta will convert some of the debt it holds against Pinnacle into
all of the new stock.  For unsecured claims, $2.25 million cash
will be set aside.  Although it will have an approved unsecured
claim for $95.4 million, Delta won't receive any payments from the
unsecured creditors' pool.  Part of the agreement with unsecured
creditors bars Delta or Pinnacle from suing to recover
preferences, or payments within 90 days of bankruptcy.  In return
for contract concessions, the pilots and flight attendants will
have approved unsecured claims.  The pilots' claim is $138.5
million.

Pinnacle now flies 41 of the larger regional jets for Delta, which
will deliver another 40 larger regional jets to Pinnacle between
the fall of 2013 and the end of 2014.  Pilots who lose their jobs
from a reduction in the size of the fleet will receive severance
and other benefits financed with the $22 million loan.

                      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.


PONCE TRUST: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ponce Trust, LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,250,000
  B. Personal Property            $1,484,532
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $38,431,829
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,587,097
                                 -----------      -----------
        TOTAL                     $22,734,532     $47,018,926

A copy of the schedules is available for free at
http://bankrupt.com/misc/PONCE_TRUST_sal.pdf

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No.
12-14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over
the case.  Andrea L. Rigali, Esq., Joel L. Tabas, Esq., and Mark
S. Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.,
serve as the Debtor's counsel.  The petition was signed by Luis
Lamar, vice president and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

The Court confirmed the Third Amended Chapter 11 Plan on Dec. 26,
2012.  Joel L. Tabas named as disbursing agent.  Status hearing
scheduled for March 14, 2013 at 2 p.m.

Under the Plan, 300 Ponce Holdings, which made an election under
11 U.S.C. Sec. 1111(b) to have one secured claim in the amount of
$38,174,090, will be paid a stream of payments equal to or greater
than its total claim from unit sales revenues and rental income.

Unsecured creditors will be paid in monthly installments over
seven years in graduated payments through the life of the Plan
starting in November 2017.

In April 2012, the U.S. Trustee said an official committee of
unsecured creditors has not been appointed.


PQ CORP: S&P Retains 'B+' CCR Following Repricing of $1.2BB Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on PQ
Corp. (including the 'B' corporate credit rating as well as the
'B+' issue rating and '2' recovery rating on the company's senior
secured debt) remain unchanged following the proposed repricing of
its $1.2 billion term loan B maturing 2017.  The outlook remains
stable.  The '2' recovery rating indicates S&P's expectations of
substantial recovery (70%-90%) in the event of a payment default.

PQ is a specialty chemical producer that manufactures and markets
inorganic specialty chemicals and specialty catalysts.  The
company produces sodium silicate, magnesium sulfate, zeolites,
polyolefin catalysts, and other industrial chemicals.  Through its
100%-owned subsidiary Potters Holdings II L.P., PQ makes glass
beads for various industrial applications.  The Carlyle Group is
the majority owner of PQ.

RATINGS LIST

Ratings Unchanged

PQ Corp.
Corporate credit rating                          B/Stable/--
  Senior secured
  US$600 mil second-lien nts due 2018             B-
   Recovery rating                                5
  US$1.22 bil first-lien term bank ln due 2017    B+
   Recovery rating                                2


POWERWAVE TECHNOLOGIES: Cash Use Requires Sale Deal by Feb. 9
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Powerwave Technologies Inc. worked out an agreement
with the lenders for permission to use cash so long as there is an
agreement in principle signed by Feb. 19 to sell the business.

According to the report, the bankruptcy court in Delaware signed a
so-called cash collateral order.  Without court permission, a
company in bankruptcy reorganization is barred from using cash
representing collateral for a secured lender's claim.

The 3.875% subordinated notes last traded on Jan. 29 for 5 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.  Purchasers were
offering Feb. 4 to buy the 2.75% senior convertible notes for
12 cents.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR) of
Regal Entertainment Group and Regal Cinemas Corporation.  The
Outlook is Stable.

The ratings and Stable Outlook reflect these considerations:

-- Fitch believes movie exhibition will continue to be a key
    promotion window for the movie studios' biggest/most
    profitable releases.

-- Box office revenue grew solidly in 2012 (+6.5% according to
    Box Office Mojo) driven mostly by attendance growth. The 2012
    film slate was highlighted by The Avengers, The Dark Knight
    Rises, The Hunger Games, Skyfall, The Hobbit, and the Twilight
    Saga.

-- Fitch recognizes that theater attendance is inherently
    volatile due to the quality of the film slate in any given
    year. The 2013 slate is promising with many sequels including,
    The Hunger Games: Catching Fire, Iron Man 3, Star Trek Into
    Darkness, The Hobbit: The Desolation of Smaug, and Thor: The
    Dark World. However, due to the strong 2012 performance, which
    will be a challenge to match, Fitch's current base case for
    2013 is for attendance to decline in the low single digits.

-- For the long term, Fitch continues to expect that the movie
    exhibitor industry will be challenged in growing attendance
    and any potential attendance declines will offset some of the
    growth in average ticket prices. The ratings factor in the
    intermediate/long-term risks associated with increased
    competition from at-home entertainment media, limited control
    over revenue trends, the pressure on film distribution
    windows, and increasing indirect competition from other
    distribution channels (such as VOD and other OTT services).
    Regal and its peers rely on the quality, quantity, and timing
    of movie product, all factors out of management's control.

-- Fitch does not anticipate a significant decline in concession
    revenue per patron, but remains cautious that high-margin
    concessions (which represent 26% of Regal's total revenues and
    carry 87% gross margins), may be vulnerable to reduced per-
    guest concession spending due to economic cyclical factors or
    a re-acceleration of commodity prices. A slight deterioration
    in concession margin is factored into the current rating.
    While Fitch expects increased concession spend per guest,
    margins are expected to contract due to the lower margin
    premium menu offerings introduced by Regal and other theater
    circuits.

-- Fitch believes that Regal will continue to focus free cash
    flow (FCF) deployment toward build-out/expansion of theaters,
    acquisition of theater assets, and/or for shareholder-friendly
    activities.

SENSITIVITY/RATING DRIVERS

-- Fitch weighs the prospective challenges facing Regal and its
    industry peers in arriving at the long-term credit ratings
    heavily. Significant improvements in the operating
    environment (e.g. sustainable increases in attendance) and
    sustained deleveraging could have a positive effect on the
    rating, though Fitch views this as unlikely.

-- Fitch anticipates that Regal, and other movie exhibitors, will
    continue to consolidate. While not anticipated, a material
    debt-funded acquisition or return of capital to shareholders
    that would raise the unadjusted gross leverage beyond 4.5x
    could have a negative impact on the rating.

-- In addition, meaningful, sustained declines in attendance
    and/or per-guest concession spending which drove leverage
    beyond 4.5x could pressure the rating as well.

Liquidity

As of Sept. 27, 2012, liquidity consisted of $253 million in cash
and $82 million of availability under Regal Cinemas' $85 million
revolving credit facility due May 2015. There are no significant
maturities until 2017 when the term loan facility comes due.

Fitch-calculated FCF for latest 12 months ended September 2012 was
$136 million. Fitch expects 2012 FCF to be negative $50 million.
Fitch's FCF calculation deducts both the $155 million special
dividend and Regal's regular dividend. In 2013, including its
regular dividend payment, Fitch expects FCF to be roughly $50
million to $75 million. The company does not have any pension
obligations.

Leverage

As of Sept. 27, 2012, pro forma for the $250 million Regal
issuance in January, gross debt totaled $2.25 billion and was made
up of:

-- Regal Cinemas' $990 million secured term loans (due 2017);
-- Regal Cinemas' $400 million unsecured notes (due 2019);
-- Regal's $525 million unsecured notes (due 2018); and
-- Regal's $250 million unsecured notes (due 2025).

Fitch calculates Regal's pro forma consolidated lease adjusted
gross leverage at 5.1x and unadjusted gross leverage at 4.6x.
While pro forma unadjusted gross leverage is currently outside of
Fitch's longer term parameters, Fitch forecasts leverage to be
below 4.5x at year-end 2012. There is tolerance in the current
rating for leverage to go above 4.5x for a short period of time
due to fluctuations in the box office.

Recovery

Regal's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.7 billion, using a 5x
multiple and including an estimate for Regal's roughly 20% stake
in National CineMedia, LLC of approximately $190 million. Based on
this enterprise valuation, which is before any administrative
claims, overall recovery relative to total current debt
outstanding is approximately 75%.

The 'RR1' Recovery Rating for the company's credit facilities
reflects Fitch's belief that 91%-100% expected recovery is
reasonable. While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $3.2 billion in operating lease
commitments due to their significance to the operations in a
going-concern scenario and is liable for 15% of those rejected
values (at a net present value). Fitch's recovery analysis shows
84% recovery for Regal Cinemas' senior unsecured notes (equal in
ranking to the rejected operating leases), which maps to an 'RR2'
Recovery Rating. The 'RR6' assigned to Regal's senior unsecured
notes reflects the structural subordination of the notes and
Fitch's expectation for zero recovery.

Fitch has affirmed the following ratings:

Regal
-- IDR at 'B+';
-- Senior unsecured notes at 'B-/RR6'.

Regal Cinemas
-- IDR at 'B+';
-- Senior secured credit facility at 'BB+/RR1';
-- Senior unsecured notes at 'BB/RR2'.

The Rating Outlook is Stable.


RESIDENTIAL CAPITAL: Creditors Generally Oppose Trust Settlement
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee for Residential Capital
unsecured creditors came out in opposition to the approval of a
proposed $8.7 billion settlement to compromise claims against
ResCap for including substandard mortgages in 392 securitization
trusts sold between 2004 and 2007.

According to the report, the committee says in its papers filed
Feb. 1 that the settlement is opposed by every constituency in the
bankruptcy aside from the securitization trusts that would receive
the $8.7 billion claim.  Others opposing include an ad hoc group
of senior secured noteholders, the indenture trustee for $1
billion in unsecured notes, and bond insurers Financial Guaranty
Insurance Co. and MBIA Insurance Corp.

The bankruptcy court in New York will consider approving the
settlement at a March 18 hearing.

The committee, the report relates, argues that bankruptcy law
doesn't allow approving a settlement universally opposed by
creditors.  The committee says it was "dismayed" to learn that
structuring the settlement was dominated by and for the benefit of
ResCap's non-bankrupt parent Ally Financial Inc. The committee
contends that the trusts were promised an $8.7 billion claim in
exchange for assuring Ally that its exposure would be limited to
$750 million through a companion settlement.  The committee says
the claims of the securitization trusts instead should be resolved
though a "global negotiating process" involving "all major
constituencies," as opposed to the pending settlement orchestrated
by Ally.  The committee contends that the $8.7 billion settlement
is billions higher than the company's own estimates of its
exposure.  The committee contends that losses suffered by the
trusts stem more from the collapse in the housing market than
ResCap's faulty underwriting policies.  The committee notes that
losses by the trusts were modest until the housing market
declined.

The report relates that the securitization trusts being offered
the settlement represent 1.6 million mortgages with $221 billion
in original principal balances.  The settlement was negotiated
with holders of 25% of the securities issued by 328 of the trusts.
If court approves, indenture trustees for each of the trusts can
elect whether to accept or reject taking a portion of the $8.7
billion in approved claims to be paid through a reorganization
plan.  The security holders with whom the settlement was
negotiated will direct their trustees to accept, according to
ResCap's court filing.  ResCap said that the settlement disposes
of the single largest group of disputed claims in the Chapter 11
reorganization.  The $8.7 billion in approved claims will be
against ResCap affiliates Residential Funding LLC and GMAC
Mortgage LLC.

ResCap's $2.1 billion in third-lien 9.625% secured notes due 2015
last traded on Feb. 1 for 108.25 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $473.4 million of ResCap senior
unsecured notes due April 2013 last traded on Jan. 31 for 33.25
cents on the dollar, a 41.5% increase since Dec. 19, according to
Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Insurers Cry Foul Over $8.7B MBS Settlement
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that bankrupt
Residential Capital LLC's insurer-creditors on Friday blasted its
proposed $8.7 billion settlement with 392 securitization trusts
over warranty breaches tied to residential mortgage-backed
securities, saying the deal was designed to protect the interests
of the mortgage company's parent Ally Financial Inc.

The objectors -- which include MBIA Inc., Wilmington Trust NA  and
Assured Guaranty Municipal Corp. -- told U.S. Bankruptcy Judge
Martin Glenn that ResCap's decision to grant an allowed of $8.7
billion for contractual loan repurchase claims was, in MBIA's
words, "a thinly veiled mechanism to promote an Ally Financial-
sponsored plan," the report related.

                     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: Ally CEO Threatens to Withdraw $750M Deal
--------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the CEO of auto
lender Ally Financial Inc. told investors Tuesday that the company
was prepared to withdraw its $750 million pre-petition settlement
with creditors of its bankrupt mortgage servicing arm Residential
Capital LLC if they can't "expeditiously" agree to the settlement
terms.

In a fourth-quarter earnings call, Ally chief Michael Carpenter
said the company was ready to "go the litigation route" if the
agreement, designed to distance Ally from liability over the
ResCap's failure, falls through, the report related.

                     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 ).


REVLON CONSUMER: S&P Assigns 'B' Rating to $400MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' senior
unsecured debt rating to New York, N.Y.-based Revlon Consumer
Products Corp.'s (a wholly owned subsidiary of Revlon Inc., here
referred to as "Revlon") proposed $400 million senior unsecured
notes due 2021.  The recovery rating on the notes is '5',
indicating S&P's expectation of modest recovery (10%-30%) in a
default scenario.

"We expect the company to use proceeds from the proposed
transaction to refinance the outstanding $330 million senior
secured notes due 2015, to partially prefund the outstanding
$48 million senior subordinated term debt coming due in October,
and to make an approximately $20 million excess cash flow payment
on its term loan.  We estimate that this proposed transaction is
roughly leverage neutral with pro forma leverage in the low 5x
area compared with 5.3x for the 12 months ending Sept. 30, 2012,"
S&P said.

"Our ratings on Revlon reflect our view that the company's
financial risk profile continues to be "aggressive," based on its
aggressive financial policy and still-high leverage, despite its
positive free cash flow generation and improved credit measures
over the past few years (the company has used cash flows to reduce
debt).  We also take into consideration MacAndrews & Forbes'
majority ownership ability to control the board.  In addition, we
continue to consider Revlon's business risk profile to be "weak,"
supported by its participation in the intensely competitive mass-
market cosmetics industry and its concentrated distribution focus
in the U.S. (the company sells primarily in the mass channel).
Outside the U.S., the company sells its products in most
distribution channels," S&P added.

RATINGS LIST

Revlon Consumer Products Corp.
Corporate credit rating                        B+/Stable/--

New Ratings
Revlon Consumer Products Corp.
$400 million senior unsecured notes due 2021   B
  Recovery rating                               5


REVSTONE INDUSTRIES: Creditors Demand Ch. 11 Trustee
----------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that unsecured creditors
of Revstone Industries LLC moved to appoint a Chapter 11 trustee
over the manufacturer's bankruptcy on Monday amid their
investigation of the company's owner and chairman, George S.
Hofmeister.

The motion, filed in Delaware bankruptcy court by Revstone's
official committee of unsecured creditors, did not explain the
committee's basis for the appointment, which was filed under seal
in a separate memorandum, the report related.  The move, however,
appears to be connected to the committee's investigation of
Hofmeister, the report added.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RITE AID: Fitch Assigns 'BB-' Rating to New $1.72BB Revolver Loan
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-/RR1' to Rite Aid
Corporation's proposed new $1.725 billion secured revolving credit
facility due 2018, $900 million senior secured term loan B due
2020, and $470 senior secured second lien term loan due 2020. The
Rating Outlook is Stable.

The proceeds will be used to refinance Rite Aid's existing $1.175
billion ABL facility due 2015, $1.039 billion first lien secured
term loan due 2014, $410 million first lien secured notes due
2016, and $450 million second lien secured notes due 2016, leaving
it with the same mix of first and second lien secured debt post
refinancing. Further, the company plans to redeem $186 million of
senior unsecured notes due 2013 with cash on hand.

The ratings continue to reflect the following:

-- Rite Aid's high leverage and operating statistics that
    significantly trail its two major competitors;

-- Strong market share position as the third largest U.S. drug
    retailer;

-- Management's concerted efforts to improve the productivity of
    its store base and manage liquidity through a series of
    refinancings that have pushed out debt maturities to 2017,
    working capital reductions and other cost cutting initiatives.

Rite Aid's same store sales have been positive in six of the last
eight quarters. Underlying prescription count has been stable at
flat to positive 1%, with volume growth in the 3%-4% range over
the last year as Rite Aid benefited from the impasse between
Walgreens and Express Scripts (ESRX). The strong generic wave
boosted gross margins, and EBITDA will surpass $1 billion for the
first time in fiscal 2013. However, Fitch Ratings expects that it
could be challenging for Rite Aid to maintain EBITDA above $1
billion given potential share losses to larger competitors,
ongoing pressure on pharmacy reimbursement rates with less benefit
from generics in 2013 and beyond, and giveback of a portion of
ESRX volume.

Rite Aid's operating metrics still significantly lag those of its
largest and well-capitalized competitors, with average weekly
prescriptions per store of approximately 1,200 and an EBITDA
margin of 4.1% (versus Walgreens' EBITDA margin at 6.6% and CVS's
retail EBITDA margin at 10.6%). Beyond the benefit from the
generic wave and the recent benefit from gaining script volume
from Walgreens, Fitch does not expect meaningful top-line and
EBITDA expansion over the next couple of years.

Rite Aid has largely been unable to participate in the strong
industry growth largely due to capital constraints, and the
company's inability to appropriately invest in its stores remains
an ongoing concern. The Wellness+ loyalty card program and recent
remodeling activity have helped the company to stabilize its
prescription volume and see modest front-end growth. However,
capital spending remains below levels required to remain
competitive, and the company's market share could continue to
weaken over time, even in markets where it has a top-three
position.

Adjusted debt/EBITDAR and EBITDAR/interest plus rent improved
modestly in the LTM ended Dec. 1, 2012, to 6.9x and 1.4x,
respectively and are expected to end fiscal 2013 at these levels.
Credit metrics are expected to be in the 7x-7.5x range in fiscal
2014-2016, assuming same store sales growth in the +/- 1% range
and EBITDA in the range of $850 million-$1 billion.

At Dec. 1, 2012, Rite Aid had cash of $264 million and excess
borrowing capacity of $1,057 million under its credit facility.
The company has maintained liquidity in the $850 million to $1.2
billion range for the past 12 quarters.

Recovery Considerations

The issue ratings shown above are derived from the Issuer Default
Rating (IDR) and the relevant Recovery Rating. Fitch's recovery
analysis assumes a liquidation value under a distressed scenario
of approximately $6 billion on inventory, receivables, owned real
estate and prescription files. The $1.725 billion revolving credit
facility, term loans, and the $650 million senior secured notes
due August 2020 have a first lien on the company's cash, accounts
receivable, investment property, inventory and prescription lists,
and are guaranteed by Rite Aid's subsidiaries giving them an
outstanding recovery (91%-100%).

The $1.725 billion revolving credit facility is due to mature in
2018. However, there is a springing maturity in the event that
Rite Aid does not repay, refinance or otherwise extend the $500
million 7.5% second lien notes or the $810 million senior notes
prior, both due in 2017, to 91 days before their respective
maturities. The senior secured credit facility will require the
company to maintain a minimum fixed charge coverage ratio of 1.0x
only if availability on the revolving credit facility is less than
$150 million.

Rite Aid's senior secured term loan notes, which have a second
lien on the same collateral as the revolver and term loans, are
also expected to have outstanding recovery prospects. Given the
amount of secured debt in the company's capital structure, the
unsecured guaranteed notes are assumed to have below-average
recovery prospects (11%-30%) and unsecured notes and convertible
bonds are assumed to have poor recovery prospects (0%-10%) in a
distressed scenario.

Sensitivity/Rating Drivers

Positive: A positive rating action is unlikely at this point,
given the lack of visibility on EBITDA growth and debt reduction.

Negative: A negative rating action could result from deteriorating
sales and profitability trends.

Fitch currently rates Rite Aid Corporation as follows:

-- IDR 'B-';
-- Secured revolving credit facility and term loans 'BB-/RR1';
-- First and second lien senior secured notes 'BB-/RR1';
-- Guaranteed senior unsecured notes 'CCC+/RR5';
-- Non-guaranteed senior unsecured notes 'CCC/RR6'.

The Rating Outlook is Stable.


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.


ROTHSTEIN ROSENFELDT: Some Creditors May Recoup 100% Under Plan
---------------------------------------------------------------
The trustee liquidating the law firm once run by Ponzi schemer
Scott Rothstein filed a proposed liquidating Chapter 11 plan
designed for full payment to holders of more than $141 million in
unsecured claims.

Paul Brinkmann, writing for the South Florida Business Journal,
reports that Herbert Stettin, the trustee envisions a $182 million
payout, which would be 100% for some of the creditors.  If
approved, TD Bank would get a bar order in the plan that would
prevent it from being sued further in regards to Scott Rothstein's
Ponzi scheme.  TD Bank is also listed as a $132 million
subordinated creditor, which surprised some observers, but the
chance of TD getting paid is zero, according to a disclosure
statement.

According to the Business Journal, the plan would culminate three
years of bankruptcy court proceedings for RRA.  The $182 million
involved settlements or clawing back money from TD Bank, Gibraltar
Private Bank & Trust, accounting firm Berenfeld Spritzer Shechter
& Sheer, the family of auto dealer Ed Morse and Miami businessman
Ira Sochet, among others.  However, the trustee says in the plan
that he only has $79 million on hand now.  According to the plan,
TD Bank would pay and additional $72.45 million into the
bankruptcy estate, but some attorneys said it's odd that the plan
contemplates it getting up to $132 million back if all the other
creditors are paid in full.

The Business Journal notes Bill Scherer, Fort Lauderdale attorney
who represented the so-called Razorback investors, said of the
plan: "TD Bank is trying to avoid responsibility and punitive
damages. They've got a billion dollars worth of exposure out
there, which they're trying to settle for $72.45 million."

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the plan is financed in large part by a settlement of a $1.2
billion lawsuit the trustee filed against TD Bank NA.  The
complaint alleged that the bank allowed Rothstein to use its name
and facilities to deceive investors. The bank settled by agreeing
to pay about $72.5 million.

Accompanying disclosure materials predict a "significant" recovery
by holders of $26 million in subordinated claims.  If funds remain
after claims are fully paid, the bank receives the excess.  Full
payment takes into account how some creditors may have recoveries
from other sources. Creditors aren't being permitted to recover
more than their claims.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


RS HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RS Holdings, LLC
        5002 Elpine Way
        Palm Beach Gardens, FL 33418

Bankruptcy Case No.: 13-12575

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Aaron A. Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Road # 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: awernick@furrcohen.com

Scheduled Assets: $958,202

Scheduled Liabilities: $2,202,925

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-12575.pdf

The petition was signed by Sriram Srinivasan, managing member.


SAN DIEGO HOSPICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: San Diego Hospice & Palliative Care Corporation
        4311 Third Avenue
        San Diego, CA 92103

Bankruptcy Case No.: 13-01179

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Christopher B. Latham

Debtor's Counsel: Jeffrey Isaacs, Esq.
                  PROCOPIO, CORY, HARGREAVES & SAVITCH, LLP
                  525 B. Street, Suite 2200
                  San Diego, CA 92101
                  Tel: (619) 238-1900
                  E-mail: jeffrey.isaacs@procopio.com

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

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

The petition was signed by William H. Parker, chief operating
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo - Credit Card          Loan                 $4,000,000
Payment Remittance Center
P.O. Box 54349
Los Angeles, CA 90054-0349

Brookwood Crossroads Investors     Commercial           $2,557,034
72 Cherry Hill Drive, 2nd floor    Property Lease
Beverly, MA 01915

Price Family Charitable Fund       Loan                   $800,000
Attn: Chris Stockton
7979 Ivanhoe, Suite 520
La Jolla, CA 92037

Heatlh Insurance IBNR ? Cigna      Employee Health        $496,125
231 La Salle Street                Insurance
Chicago, IL 60604

Glenview Assisted Living/Glenb     Glenbrook Facility     $347,424
1950 Calle Barcelona
Carlsbad, CA 92009

Hospiscript Services, LLC          Patient Care           $179,873

Cigna                              Employee Health        $171,000
                                   Insurance

Employment Development             Unemployment Insurance $162,266

Medline Industries, Inc.           Medical Supplies       $158,087

Cardinal Distribution              Pharmacy Supplies      $124,690

Scripps Health                     Patient Care           $114,042

UCSD Medical Center                Patient Care           $100,723

Outcome Resources, LLC             Medical Equipment       $95,977

Ghana Education                    Grant                   $92,000

Cyprus                             Grant                   $80,160

Cigna                              Medical Insurance       $77,696
                                   Plan Withholding

Deliver-It, LLC                    Delivery of             $76,955
                                   Pharmaceuticals

The Corridor Group, Inc.           Consultant              $63,730

Allscripts                         Software Maintenance    $53,132

T-Mobile                           Phone                   $51,781


SATCON TECHNOLOGY: Fails to Find Buyer, Seeks Ch. 7 Liquidation
---------------------------------------------------------------
After failing to find a buyer or funding to maintain operations,
Satcon Technology Corp. is asking the Bankruptcy Court to convert
its bankruptcy case to liquidation proceedings under Chapter 7.

Since entering court protection in October, Boston-based Satcon
and its subsidiaries have been financing their combined Chapter 11
cases with cash collateral in the hope of landing either a buyer
or additional capital, but access to those funds was set to expire
Wednesday after a planned sale failed, Jamie Santo of
BankruptcyLaw360 reported.

Satcon, which once employed nearly 500 people to assemble and sell
solar-panel products such as inverters, will shut down and let the
bankruptcy court liquidate its business, according to reporting by
Katy Stech at Dow Jones' DBR Small Cap.

Bloomberg News' Bill Rochelle recounts that under court-approved
sale procedures, bids were due Feb. 1.  The bank, holding $14.5
million in secured debt, concluded that none of the bids was
satisfactory.  The bank gave notice that it wouldn't consent to
the use of cash beyond Feb. 6.

With no acceptable buyer and no right to use cash, the company
said the "only option" is to convert to liquidation in Chapter 7,
according to Bloomberg.

BankruptcyData reported that Satcon withdrew from U.S. Bankruptcy
Court consideration its Jan. 23 emergency motion for approval of
revised bid and sale procedures with respect to the sale of
substantially all of the Debtors" assets.  The Debtors also filed
a notice with the Court that the auction related to the sale has
been canceled, the report added.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SAVE MOST: Can Access JPMC Cash Collateral Until June 30
--------------------------------------------------------
The Bankruptcy Court has authorized Save Most Desert Rancho, Ltd.,
to use cash collateral of JPMorgan Chase Bank, N.A., until
June 30, 2013, with respect to JPMC's claim secured by the
Debtor's Laguna Hills, California property.

As stipulated, on the first day of each month, commencing
effective Feb. 1, 2012, the Debtor will pay to JPMC an amount
equal to interest on the Loan calculated at the non-default rate
of interest as well as any impounded amounts due under the Loan
Documents.

JPMC, will, to the extent of the amount of cash collateral used by
the Debtor pursuant to this Order, a first priority replacement
lien in (a) all pre-petition and post-petition Rents; (b) all
leases and occupancy agreements affecting the Debtor's Laguna
Hills Property; and (c) all associated proceeds and products.

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a bare-bones Chapter 11
petition (Bankr. C.D. Calif. Case No. 12-23173) in Santa Ana,
California on Nov. 15.  The Laguna Hills-based company disclosed
$10,134,997 in assets and $14,874,770 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Kaminskas
for Brighton Park, LP, general partner.  Michael G. Spector, Esq.,
in Santa Ana, Calif., represents the Debtor as counsel.


SAVE MOST: SDCCU Consents to Use of Cash Collateral Until May 31
----------------------------------------------------------------
Save Most Desert Rancho, Ltd., asks the Bankruptcy Court for
authorization to use cash collateral of Secured Creditor San Diego
County Credit Union, through May 31, 2013.

SDCCU assets that the Note issued by the Debtor in the original
principal amount of $9,730,000 is secured by a Deed of Trust on
the Debtor's real and personal property in Riverside County,
commonly known as 200 South Main Street, Corona, California, as
well as an assignment of Rents on the Property.

SDCCU consents to the use of its cash collateral provided:

  * Use of its cash collateral will be limited to the payment of
    cash operating expenses approved by the Lender.

  * As adequate protection, Lender will be granted replacement
    liens in all of the Debtor's postpetition revenue collected
    form the Property.

  * Should the protections granted to the Lender be inadequate,
    the Lender may seek allowance of claims against the Debtor's
    estate with the priority described in Section 507(b) of the
    Bankruptcy Code.

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a bare-bones Chapter 11
petition (Bankr. C.D. Calif. Case No. 12-23173) in Santa Ana,
California on Nov. 15.  The Laguna Hills-based company disclosed
$10,134,997 in assets and $14,874,770 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Kaminskas
for Brighton Park, LP, general partner.  Michael G. Spector, Esq.,
in Santa Ana, Calif., represents the Debtor as counsel.


SCHOOL SPECIALTY: Feb. 25 Final Hearing on $50MM Loan Plus Roll-Up
------------------------------------------------------------------
School Specialty Inc., won interim approval of its request to
obtain $50 million of DIP financing from Bayside Finance LLC, the
agent for the prepetition term loan lenders.  The judge will
consider final approval of the DIP financing at a hearing Feb. 25,
2013.

Various parties already conveyed objections at the Jan. 31 hearing
to consider interim approval.

The U.S. Trustee says it does not object to funding to the extent
actually necessary to stabilize the Debtors' business pending a
final hearing but objected to attempts in the proposed interim
order that provides the lenders with a vehicle to roll-up the
prepetition secured debt.

The Steering Committee of Convertible Noteholders of School
Specialty, Inc., holding approximately 99% of the $157.5 million
face amount of the unsecured 3.75% Convertible Subordinated
Debentures due 2026, said that it can provide alternative
financing on a non-priming basis to the Debtors.

The Steering Committee recounts that on Jan. 23, 2013, it
delivered a commitment to provide the same $50 million of new
capital offered by Bayside at a substantially lower interest rate
(9.5% instead of 15.5%), without the $1.65 million in fees and
potential $1.5 million "break-up fee" required under the Bayside
DIP Facility, on a junior third lien basis, and fully convertible
into equity on the effective date of a plan of reorganization (the
"Junior DIP Facility").

According to the Steering Committee, the fact that its proposed
Junior DIP Facility is convertible into equity in a reorganized
debtor rather than required to be repaid preserves liquidity for
the reorganized estates.  Moreover, its notes that the Junior DIP
Facility does not circumvent the Debtors' exercise of their
fiduciary obligations to maximize the value of their estates for
the benefit of all creditors, unlike the proposed roll-up of the
Bayside prepetition Term Loan and a forced sale to Bayside in only
56 days.

"If the Bayside DIP Facility is approved, the Debtors would be
effectively precluded from considering any alternative, superior
restructuring proposals, including a plan that would provide a
refinancing, negotiated settlement, or alternative treatment of
Bayside's prepetition debt under Section 1129(b) of the Bankruptcy
Code," the Steering Committee said in court filings.

Notwithstanding the objections, Bankruptcy Judge Kevin Carey gave
interim approval of the DIP financing, acknowledging that the
Debtors have an immediate need to obtain cash to continue
operations.

Written objections to the final approval of the DIP loan are due
Feb. 15.

The Steering Committee of Noteholders is represented by:

         Thomas F. Driscoll III, Esq.
         Ian Connor Bifferato, Esq.
         Thomas F. Driscoll III, Esq.
         BIFFERATO LLC
         800 N. King Street
         P.O. Box 2165
         Wilmington, Delaware 19899-2165
         Telephone: (302) 225-7600
         Facsimile: (302) 254-5383

                - and -

         Carmen H. Lonstein
         Shima S. Roy
         Erin E. Broderick
         BAKER & McKENZIE LLP
         300 East Randolph Street, Suite 5000
         Chicago, IL 60601
         Tel: (312) 861-8000
         Fax: (312) 861-2899
         E-mail: carmen.lonstein@bakermckenzie.com
                 shima.roy@bakermckenzie.com
                 erin.broderick@bakermckenzie.com

                  Summary of Bayside DIP Facility

The postpetition financing consists of (i) a credit facility of
$50 million of new money funding from Bayside, (ii) a conversion
or roll up- of the $94.7 pre-bankruptcy term loan owed to Bayside
into a post-bankruptcy secured facility, and (iii) a $175 million
revolving credit to subsume the pre-bankruptcy revolver -- ABL
Roll-Up.

Prepetition, the Debtors owed $92 million under a term loan were
Bayside Financial is the agent.  The Debtors also owe $47.6
million on a secured revolving credit with Wells Fargo Capital
Finance LLC as agent.

The Debtors said the DIP facilities are the best and only viable
financing options available to the Debtors.

The Debtors said the Court's approval of the DIP facilities and
the use of cash collateral will enable the Debtors to pursue
approval of the sale of their assets without delay.

The DIP lenders will provide $25 million upon interim approval of
the DIP facility.

The DIP facility will incur interest at LIBOR rate +14% per annum.
The default rate is +3% per annum, calculated on an actual 360 day
basis.  The commitment fee is $1,000,000 and the closing fee is
$500,000.

The DIP facility will mature June 30, 2013.  But the DIP lenders
under the Bayside DIP facility have set milestones, including:

    -- Entry of the bid procedures order on or before Feb. 8,
       2013;

    -- Deadline of submission of bids on or before March 19,
       2013;

    -- Auction date on or before March 25, 2013;

    -- Sale hearing to approve auction results on or before
       March 27, 2013;

    -- Closing date for sale to occur on ore before April 11,
       2013.

The ABL DIP Facility requires an auction before March 29, 2013, a
sale order by March 31, and a closing date by April 15, 2013.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Wins Approval for KCC as Claims & Notice Agent
----------------------------------------------------------------
School Specialty Inc. and its affiliates obtained an order
appointing Kurtzman Carson Consultants LLC as claims and noticing
agent.  KCC will assume full responsibility for the distribution
of notices and maintenance, processing and docketing of proofs of
claim filed in the Debtors' Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate there will be in excess of 16,000
entities to be noticed.

The Debtors provided a $10,000 retainer to KCC.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition listed assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Removes Break-Up Fee, Still Seeks Quick Sale
--------------------------------------------------------------
School Specialty Inc. at a hearing on Feb. 11 at 11:00 a.m. (ET)
will seek approval of revised procedures for an auction where term
loan lenders would buy the assets in exchange for secured debt,
unless another party steps in.

The Debtors have signed an asset purchase agreement dated Jan. 28,
2013, with Bayside School Specialty LLC, a company formed by
prepetition term loan lenders.  Bayside's offer will be $95
million in the form of a credit bid in an amount of the
outstanding obligation under the prepetition term loan and the DIP
loans.

The original procedures provided that, to participate in the
auction, interested parties' initial offers must exceed Bayside's
stalking horse offer by at least $4.5 million.

The revised procedures reduce the overbid amount to $1.65 million
from $4.5 million.

The Debtors, however, have retained the quick sale timeline they
originally proposed.  The Debtors propose that the deadline for
initial bids be set March 19 and the auction be set for March 25
at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, in
New York.  The Debtors will obtain approval of the sale to the
winning bidder by March 27.

The original procedures proposed that Bayside will receive a $2.85
million break-up fee, which represents 3% of the purchase price,
in the event it is outbid at the auction. The revised procedures
removed the break-up fee and stated that Bayside will only be
entitled to an expense reimbursement of up to $1 million.

Interested parties can contact:

         Derron Slonecker
         Agnes Tang
         PERELLA WEINBERG PARTNERS
         767 Fifth Avenue New York, NY
         Tel: 212-287-3361
              212-287-3168
         E-mail dslonecker@pwpartners.com
                atang@pwpartners.com

                        Bayside as Lead Bidder

The company blamed the bankruptcy on cuts in state budgets for
education.  It said the global financial crisis that began in 2008
has had an extremely negative impact on the funding that is
available for schools.

On Jan. 4, 2013, the Debtors failed to comply with the month-end
$20 million liquidity covenant triggered events of default under
their revolving senior secured asset-credit facility and their
term loan.  Accordingly, Bayside Financial LLC, as administrative
agent and collateral agent, accelerated the debt under the term
loan.

Bayside Financial is the agent for term loan lenders owed $92
million.  The Debtors also owe $47.6 million on a secured
revolving credit with Wells Fargo Capital Finance LLC as agent.
In addition, there is $157.5 million owing on convertible
subordinated debentures.

The Debtors determined that a going concern sale of the assets
would likely provide the most effective and efficient means to
maximize a return for the Debtors, their estates and all parties-
in-interest.

Notwithstanding the deal with Bayside, to ensure that the Debtors
receive the highest or best offer for the assets, upon approval of
the bid procedures, the Debtors said they will launch a marketing
process and contact a wide range of potential strategic investors
and financial investors, including existing stakeholders that
might be interested in purchasing some or all of the Debtors'
assets.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition listed assets of $494.5 million and debt of $394.6
million.


SEA LAUNCH: Boeing Co. Says Partners Owe $350M Over Satellite Co.
-----------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that The Boeing Co. hit
its Russian and Ukrainian Sea Launch LLC joint venture partners
with a lawsuit Friday accusing them of skipping out on more than
$350 million they are allegedly on the hook for over the failure
of a commercial satellite launching company that went bankrupt in
2009.

In a complaint filed in California federal court, the Chicago-
based aerospace giant says its Russia-based partner S.P. Korolev
Rocket and Space Corp. Energia and Ukrainian partner KB Yuzhnoye
refused to carry out their obligations under their joint venture
agreement, the report related.

                        About Sea Launch

Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan.  Its owners include Boeing
Co., RSC Energia, and Aker ASA.

Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153).  Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel.  At the time of the
filing, the Company said its assets range from US$100 million to
US$500 million and debts are at least US$1 billion.


SIERRA NEGRA: Disclosure Statement Hearing Tomorrow
---------------------------------------------------
The Bankruptcy Court will convene a hearing Feb. 8 to consider
approval of the disclosure statement explaining the Chapter 11
Plan for Sierra Negra Ranch, LLC, as well as a motion by creditor
Global Water Resources, Inc., for dismissal of the bankruptcy
case, unless the parties agree to another delay.

The hearing on the Debtor's plan and the lender's dismissal motion
was moved to Feb. 8 pursuant to a stipulation submitted by the
parties.

There's also a pending motion by Global to force the Debtor to
reject, or assume and cure their executory contract.

The Plan, as proposed, contemplates a restructuring of
the Arbitration Award dated April 20, 2012, against Debtor, which
resulted from protracted Arbitration Proceedings between Debtor
and Global, and full payment of all unsecured claims.  The Plan
specifically provides for these terms:

   * The allowed secured claim of global Water (Class 1) with an
     estimated claim of $4,621,128, and allowed general unsecured
     claims (Class 4), with estimated claims of $210,000, are the
     only impaired classes and are entitled to vote to accept or
     reject the Plan.

   * Other secured claims (Class 2), priority unsecured claims
     (Class 3), and equity securities (Class 5) are unimpaired.

   * For the first 24 months after the Effective Date, Reorganized
     Debtor will distribute to Global interest-only payments.
     Beginning on the 25h month through the 5th anniversary of the
     Effective Date, Reorganized Debtor will distribute to Global
     monthly principal and interest payments on the outstanding
     balance of the claim amortized over a period of 30 years at
     the Global Restated Interest Rate.

   * Each creditor with an allowed general unsecured claim will,
     in full and final satisfaction of such claim, be paid in full
     in cash, plus post-effective date interest at the unsecured
     interest rate, on the 90th Business Day after the Effective
     Date.

A copy of the Disclosure Statement is available at:

       http://bankrupt.com/misc/sierranegra.DS.doc100.pdf

Global in its dismissal motion says the Debtor has no business to
reorganize and this is a two-party dispute that should be resolved
outside of the bankruptcy court.  Global also says the Debtor
filed its petition solely as a tactic to stay a sheriff's sale set
for Aug. 23 and delay payment of Global's claim.  Global asserts
the bankruptcy case was filed in bad faith.

Global says the Debtor has very limited cash on hand and does not
have a way of accumulating more.  The Debtor stayed the sale,
preventing the prompt resolution of a two-party dispute that was
about to be resolved.  The dispute between Global and the Debtor
was resolved by the arbitration award and resulting judgment.

                        About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land (26
acres of which were subsequently deeded for use as a regional
sewer and water plan location) in the Tonopah area of incorporated
Maricopa County, west of Phoenix, Arizona.  Debtor's membership
interests are held by SNR Management holding a 40% interest and
various other accredited investors who collectively hold the
remaining 60% interest.  It filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.
Candace C. Clark, Esq., and Gerald M. Gordon, Esq., at Gordon
Silver, in Las Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SK REAL PROPERTY: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: SK Real Property Associates, L.L.C.
        2855 Eudora Trail
        Duluth, GA 30097

Bankruptcy Case No.: 13-52395

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.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 two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb13-52395.pdf

The petition was signed by Song U. Kye, manager.


SOUTHERN MODULAR: Court Dismisses Involuntary Chapter 11 Case
-------------------------------------------------------------
The Bankruptcy Court has granted the motion of Southern Modular
Industries of Texas, LP, for the dismissal of its involuntary
Chapter 11 case.  At the hearing, the Debtor presented testimony
indicating that there are no funds available for distribution to
creditors.  The petitioning creditors did not oppose the
dismissal.

The Debtor earlier told the Court that the involuntary petition
should be dismissed because all of its assets were secured by a
first lien held by Beach Business Bank, Costa Mesa, California, in
the amount of $1,250,000.  With no employees, assets, and/or
business operations, conversion to Chapter 7 would be
inappropriate, the Company said.  Southern Modular also said it
has no plan(s) and/or means to reinitiate business operations.

"It is in the best interests of Southern Modular and its creditors
to dismiss the case since there is no business to reorganize, and
a Chapter 7 trustee would not have anything to distribute to the
unsecured creditors and the administration would cause the estate
to incur additional administrative expenses it cannot pay," the
Company said in its filing.

                      About Southern Modular

Crawford Electric Supply, American Builders & Contractors Supply
Co. Inc., and Southwest Texas Distribution Inc. signed a Chapter
11 bankruptcy petition to place Southern Modular Industries of
Texas, LP, into involuntary bankruptcy (Bankr. S.D. Tex. Case No.
12-37798) on Oct. 22, 2012 in Houston.  On Oct. 29, 2012, Chief
U.S. Bankruptcy Judge Jeff Bohm signed an order approving the
transfer of the bankruptcy case to Bankruptcy Judge Letitia Z.
Paul.


SPANSION INC: Employee Not Entitled to Retention Bonus
------------------------------------------------------
Bankruptcy Judge Kevin J. Carey sustained the Claim Agent's
objection to claim number 1193 filed by John Darilek, a former
employee of Spansion Inc.  According to Judge Carey, Mr. Darilek
is not entitled to the bonus payment and Claim number 1193 should
be disallowed and expunged in full.

Mr. Darilek sought payment of $23,557 for retention bonus and
asserted that part of the claim ($10,950) is entitled to priority
treatment under Bankruptcy Code Sec. 507(a)(4).  The Claim Agent,
appointed pursuant to Spansion's confirmed Second Amended Joint
Plan of Reorganization, seeks to disallow and expunge the Claim in
full since Mr. Darilek was no longer employed by the Debtors on
the date bonus awards were paid. Mr. Darilek filed a pro se
response to the Claim Objection, arguing that the Debtors were
required to pay the retention bonus because his termination was
part of the Debtors' reduction in workforce, rather than Mr.
Darilek's voluntary termination of employment.

Spansion implemented a reduction in work force about a week before
seeking bankruptcy protection in 2009.  Mr. Darilek was one of 736
employees terminated in the RIF.

A copy of the Court's Feb. 4, 2013 Memorandum is available at
http://is.gd/T7Q5jVfrom Leagle.com.

                           About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690).  On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


SPEEDY CASH: S&P Affirms 'B' Issuer Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' issuer
credit rating on Speedy Cash Holdings Corp. (SC).  The outlook
remains stable.  At the same time, S&P affirmed its 'B' issue
credit and '4' recovery ratings on the firm's proposed upsized
$440 million senior secured notes.

The ratings affirmation follows SC's agreement to acquire Wage Day
Advance Ltd., a U.K.-based Internet payday lender.  "After the
acquisition, we estimate that SC's debt to adjusted EBITDA and
adjusted EBITDA to interest expense on a pro forma basis will be
3.5x-4.0x and 2.5x-3.0x, respectively, commensurate with the
current ratings," said Standard & Poor's credit analyst Igor
Koyfman.  (We adjusted EBITDA for operating leases and
nonrecurring items.)  "Although S&P believes that the acquisition
will help expand SC's geographic reach, S&P views online small-
dollar lending as highly competitive and barriers to entry as
limited, adding significant uncertainty about the performance of
the acquired business."

SC is planning to finance the acquisition by raising $100 million
senior secured notes under its existing indenture.  It will pay
about $78 million (GBP49 million) up front and potentially up to
GBP56 million more, contingent on Wage Day's ability to meet
specific performance objectives during full-year 2013 and 2014.
Even if Wage Day meets the high-end performance objectives, S&P
expects SC to maintain debt to adjusted EBITDA of less than 4.0x
and adjusted EBITDA to interest expense of more than 2.5x.

The outlook is stable.  S&P could lower the rating if SC's credit
measures deteriorate--for example, because of adverse legislative
or regulatory actions that lead to financial underperformance or a
large debt-funded acquisition that does not produce proportionate
EBITDA.  Specifically, S&P could lower the rating if its
expectation for debt to adjusted EBITDA exceeds 5.0x or if
EBITDA to interest expense falls to less than 2.0x.

S&P could raise the rating if SC increases its product and
geographic diversification without significantly increasing
leverage.  Specifically, S&P could upgrade SC if it successfully
integrates Wage Day and its other recent acquisition and continues
to establish a strong financial track record over the next few
years.


STARZ LLC: S&P Affirms 'BB' Rating on Senior Notes Due 2019
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
issue-level rating and '4' recovery rating on Starz LLC's senior
notes due 2019.  The '4' recovery rating indicates S&P's
expectation of average (30% to 50%) recovery for debtholders in
the event of a payment default.  Starz is proposing a $150 million
add-on to the existing $500 million notes.  The company intends to
use the proceeds from the transaction to reduce outstanding
borrowing on its $1 billion revolving credit facility due 2016.

Starz drew $550 million under its revolving credit facility to
help fund a $1.8 billion cash distribution to Liberty Media Corp.
in connection with its spin-off from Liberty Media in January
2013.  Pro forma for the cash distribution to Liberty Media,
adjusted debt leverage and EBITDA interest coverage as of
Sept. 30, 2012, were 2.7x and 7.1x, respectively.  S&P expects
debt leverage will remain near its current level at the end of
2013.  S&P is expecting low- to mid-single-digit percentage
revenue growth in 2013 from subscriber increases and resumption of
growth at the company's distribution and animation businesses.
However, S&P is expecting a low-single-digit percentage decline in
EBITDA due to higher investment in original programming and
library content.

RATINGS LIST

Starz LLC
Corporate Credit Rating            BB/Stable/--

Ratings Affirmed; Recovery Ratings Unchanged

Starz LLC

Senior Secured
  $650 mil notes due 2019           BB
   Recovery Rating                  4


SUNSHINE HOTELS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sunshine Hotels, LLC
          dba Springhill Suites
        3023 E. Andy Devine Avenue
        Kingman, AZ 86401

Bankruptcy Case No.: 13-01560

Affiliate that simultaneously sought Chapter 11 protection

    Debtor                              Case No.
    ------                              --------
Sunshine Hotels II, LLC                 13-01561

Chapter 11 Petition Date: February 4, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Yuma)

Judge: Brenda Moody Whinery

Debtor's Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 East Camelback Road, Suite 1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8040
                  E-mail: john.clemency@gknet.com

Sunshine Hotels'
Scheduled Assets: $9,686,801

Sunshine Hotels'
Scheduled Liabilities: $5,810,923

Sunshine Hotels II's
Scheduled Assets: $21,180,523

Sunshine Hotels II's
Scheduled Liabilities: $13,060,960

The petitions were signed by Nilay S. Patel, member manager.

A. A copy of Sunshine Hotels' list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-01560.pdf

B. Sunshine Hotels II's list of its 20 largest unsecured
creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Foods                         Vendor                   $5,271
File 6993
Los Angeles, CA 90074

Compwest Insurance Co.             Workers Comp             $4,802
Dept. 9669                         Insurance
Los Angeles, CA 90084-9669

Professional Cleaners              Services                 $3,107
10751 Redlands Avenue
Hesperia, CA 92345

Charter Business Communications    Services                 $2,696

Bijal Patel                        Wages                    $2,542

AETNA                              Services                 $1,876

Laura Crites                       Wages                    $1,349

Travis Navarro                     Wages                    $1,192

Derek Jones                        Wages                    $1,101

Southern Wine & Spirits            Vendor                     $789

Magic Touch Pool Services          Services                   $655

Isidro Coronel                     Wages                      $604

Jonathan Vargas                    Wages                      $574

Young's Market Company LLC         Services                   $567

C&T Event Decorators               Services                   $559

Rachel Klein                       Wages                      $541

Erika Rojas                        Wages                      $518

Sarah Stitzer                      Wages                      $508

Walters Wholesale Electric Co.     Services                   $492

Refrigeration Guarantee            Services                   $480


TEXAS WYOMING: Former President & COO Allowed $162,500 in Claims
----------------------------------------------------------------
Bankruptcy Judge D. Michael Lynn ruled Charles C. Lawrence, the
former consulting director, president, and chief operating officer
for Texas Wyoming Drilling Inc., is entitled to a general
unsecured claim for $162,500, consisting of $130,000 in salary
plus $32,500 in benefits.

Mr. Lawrence filed the Claim on Oct. 13, 2009, contending he was
involuntarily terminated on the date Texas Wyoming's Chapter 11
case was converted to Chapter 7.  Mr. Lawrence asserts is entitled
to an administrative claim in the amount of $232,750.

John Dee Spicer, the chapter 7 trustee, objected to Mr. Lawrence's
Claim No. 82.

A copy of the Court's Feb. 4, 2013 Memorandum Opinion is available
at http://is.gd/Mcp6Kvfrom Leagle.com.

                   About Texas Wyoming Drilling

Drilling contractor and service company Texas Wyoming Drilling,
Inc. -- http://www.texaswyoming.com-- sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 07-41650) on April 16, 2007,
and was represented by Jeffery D. Carruth, Esq., Mark A. Castillo,
Esq., and Stephanie Diane Curtis, Esq., at The Curtis Law Firm,
P.C., in Dallas.  The Debtor estimated its assets and debts at
more than $1 million to $100 million at the time of the filing.

The Bankruptcy Court confirmed Texas Wyoming's Chapter 11 plan on
Nov. 13, 2008, and that plan was declared effective before the end
of the year.  The Reorganized Debtor commenced post-confirmation
litigation (Bankr. N.D. Tex. Adv. Pro. No. 09-04015) on Apr. 29,
2009, against recipients of dividends, asserting that dividend
payments were avoidable as fraudulent transfers.  On July 14,
2009, following a material default under the chapter 11 plan, the
Court, sua ponte based on 11 U.S.C. Sec. 1112(b)(4)(N), converted
the Reorganized Debtor's chapter 11 case to a Chapter 7
proceeding, and the U.S. Trustee appointed John Dee Spicer to
serve as the Chapter 7 Trustee.  The recipients moved for summary
judgment, arguing, inter alia, that debtor lacked standing to
pursue the avoidance claims.  The Honorable Dennis Michael Lynn
disagrees, and gave Mr. Spicer the green light to pursue his
claims against the recipients.


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.


TRAINOR GLASS: Plan Filing Period Extended Until March 11
---------------------------------------------------------
The Bankruptcy Court has extended Trainor Glass Company's
exclusive periods to file and solicit acceptances of a Plan until
March 11, 2013, and May 8, 2013, respectively.

As reported in the TCR on Feb. 5, 2013, the Debtor cited that it
has been working to liquidate its assets and has been consulting
and working with the Official Committee of Unsecured Creditors and
First Midwest Bank to formulate a plan.  The Committee and First
Midwest Bank support the requested extension of exclusivity.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANS NATIONAL COMMS: Proposes $14-Mil. Sale to Blue Casa
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trans National Communications International Inc., a
Boston-based reseller of telecommunications services, signed Blue
Casa Telephone LLC to pay $14 million cash for the assets,
including accounts receivable.  There will be a Feb. 13 hearing
for approval of procedures to solicit competing bids.

According to the report, Blue Casa is a local exchange carrier
controlled by private-equity investor Garrison Investment Group.
The sale will require approval from the Federal Communications
Commission.

               About Trans National Communications

Based in Boston, Massachusetts, Trans National Communications
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 11-19595) on Oct. 9, 2011, estimating $1 million to $10
million in assets and $10 million to $50 million in debts.  Judge
William C. Hillman oversees the case.  Harold B. Murphy, Esq. and
Christopher M. Condon, Esq., at Murphy & King, serve as the
Debtor's counsel.  Verdolino & Lowey, P.C., serves as the Debtor's
financial advisors.  Mintz Levin Cohn Ferris Glovsky and Popeo PC
serves as the Debtor's special telecommunications counsel.  The
Staten Group and Bruce E. Rogoff, as chief restructuring officer
and advisor.

Anthony L. Gray, Esq., at Pollack & Flanders, LLP; and Kenneth M.
Misken, Esq., at Miles & Stockbridge, P.C., represent the Official
Committee of Unsecured Creditors.


VELO HOLDINGS: Taken Over by Secured Lenders
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Velo Holdings Inc. implemented the bankruptcy
reorganization plan on Feb. 4 where first-lien lenders took
ownership of the direct marketer in exchange for debt. The
bankruptcy court in New York approved the plan in a Jan. 23
confirmation order.

According to the report, the disclosure statement projected a 57%
to 60% recovery by first-lien lenders initially owed $386 million.
Second-lien creditors owed $210 million came away with nothing.
Unsecured creditors owed $36 million carved up $375,000 for a 1%
recovery.

The report relates that first-lien lenders received the new stock
with an expected value ranging between $30 million and $40
million, according to the disclosure statement. In addition,
senior creditors were given a new $80 million term loan payable in
five years with interest at 15%.

The lenders' recovery is supplemented by $20 million that was
transformed into a post-bankruptcy secured loan and $75.5 million
in payments made on secured debt during bankruptcy.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


W.R. GRACE: Reports $111.6-Mil. Net Loss in Fourth Quarter 2012
---------------------------------------------------------------
W.R. Grace & Co. on Feb. 6 announced a fourth quarter net loss of
$111.6 million, or $1.48 per diluted share.  The loss was due to a
$365.0 million non-cash charge recorded in the quarter to adjust
the company's asbestos-related liability as previously announced
on January 24, 2013.  Net income for the prior-year quarter was
$58.1 million, or $0.77 per diluted share.  Adjusted EPS for the
2012 fourth quarter was $1.11 per diluted share compared with
$0.89 per diluted share for the prior-year quarter.

Net income for the full year ended December 31, 2012, was $94.1
million, or $1.23 per diluted share, compared with $269.4 million,
or $3.57 per diluted share for the prior year.  Adjusted EPS for
the full year was $4.17 per diluted share compared with $3.94 per
diluted share for the prior year.

"I am pleased with our strong finish to the year," stated Fred
Festa, Grace's Chairman and Chief Executive Officer.  "All three
operating segments demonstrated solid organic growth and strong
increases in operating earnings.  This performance, combined with
our disciplined expense control, allowed us to improve margins and
stay on track with our longer-term earnings goals."

                     Fourth Quarter Results

Fourth quarter sales of $797.8 million declined 3.4 percent
compared with the prior-year quarter as higher sales volumes (+5.7
percent) and improved base pricing (+2.1 percent) were offset by
lower rare earth surcharges (-9.2 percent) and unfavorable
currency translation (-2.0 percent).  Sales in emerging regions
represented 39.1 percent of sales and grew 16.1 percent compared
with the prior-year quarter.  Acquisitions, net of divestitures,
contributed $3.0 million (+0.4 percent) to sales in the quarter.

Gross profit of $300.3 million increased 4.3 percent compared with
the prior-year quarter.  Gross margin of 37.6 percent increased
270 basis points compared with the prior-year quarter, exceeding
the top-end of the company's target range of 35 to 37 percent.

Adjusted EBIT of $133.4 million increased 23.3 percent compared
with $108.2 million in the prior-year quarter.  The increase was
due to higher segment operating income in all three operating
segments and lower corporate expenses.  Adjusted EBIT margin
improved to 16.7 percent compared with 13.1 percent in the prior-
year quarter.

Adjusted EBIT Return On Invested Capital was 36.3 percent on a
trailing four-quarter basis, compared with 35.4 percent for the
prior year.  The increase in Adjusted EBIT Return On Invested
Capital primarily was due to higher earnings and improved working
capital.

                       Full Year Results

Sales for the full year ended December 31, 2012, decreased 1.8
percent to $3.16 billion as improved base pricing (+4.1 percent)
and higher sales volumes (+2.9 percent) were offset by lower rare
earth surcharges (-5.3 percent) and unfavorable currency
translation (-3.5 percent).  Sales in emerging regions represented
37.0 percent of sales and grew 15.2 percent compared with the
prior year.

Gross profit of $1.17 billion increased 0.4 percent compared with
the prior year. Gross margin of 37.0 percent increased 80 basis
points compared with the prior year.

Adjusted EBIT was $517.4 million, an increase of 8.1 percent
compared with the prior year.  The improvement in Adjusted EBIT
was due to improved pricing, higher sales volumes and lower
expenses.

                      Catalysts Technologies

Sales down 10.7 percent; segment operating income up 5.9 percent

Fourth quarter sales for the Catalysts Technologies operating
segment, which includes specialty catalysts and additives for
refinery, plastics and other chemical process applications, were
$328.3 million, a decrease of 10.7 percent compared with the
prior-year quarter.  The decrease was due to lower rare earth
surcharges (-20.6 percent) and unfavorable currency translation (-
1.8 percent), which more than offset increased sales volumes (+8.0
percent) and improved base pricing (+3.7 percent).

Sales volumes and base pricing of FCC catalysts increased
approximately 12 percent compared with the prior-year quarter.
Double-digit percentage increases in polypropylene catalyst sales
offset lower polyethylene catalyst sales.

Segment gross margin was 41.0 percent compared with 38.0 percent
in the prior-year quarter.  The increase in gross margin primarily
was due to improved base pricing and lower unit manufacturing
costs resulting from increased operating leverage and productivity
initiatives.

Segment operating income was $102.6 million compared with $96.9
million in the prior-year quarter.  Segment operating margin was
31.3 percent, an increase of 490 basis points compared with the
prior-year quarter.

                      Materials Technologies

Sales up 2.7 percent; segment operating income up 20.3 percent

Fourth quarter sales for the Materials Technologies operating
segment, which includes packaging technologies and engineered
materials for consumer, industrial, coatings and pharmaceutical
applications, were $210.1 million compared with $204.5 million in
the prior-year quarter.  The 2.7 percent increase was due to
higher sales volumes (+5.0 percent) and improved pricing (+0.9
percent) which more than offset unfavorable currency translation
(-3.2 percent).

Sales in emerging regions, which represented 43.1 percent of
sales, grew 6.8 percent largely due to strong sales in developing
Asian countries, including China.

Segment gross margin was 34.3 percent compared with 31.9 percent
in the prior-year quarter.  The increase in gross margin was due
to increased operating leverage and lower manufacturing costs.

Segment operating income was $39.7 million, an increase of 20.3
percent compared with the prior-year quarter. Segment operating
margin was 18.9 percent, an increase of 280 basis points compared
with the prior-year quarter.

                       Construction Products

Sales up 2.3 percent; segment operating income up 53.3 percent

Fourth quarter sales for the Construction Products operating
segment, which includes specialty construction chemicals and
specialty building materials used in commercial, infrastructure
and residential construction, were $259.4 million, an increase of
2.3 percent compared with the prior-year quarter.  Higher sales
volumes (+2.8 percent) and improved pricing (+0.8 percent) were
offset partially by unfavorable currency translation (-1.3
percent).  The acquisition of Rheoset Industria during the third
quarter contributed $7.9 million to sales, which more than offset
a $4.9 million decrease in sales due to the 2011 divesture of the
vermiculite business.

Sales of Construction Products in emerging regions, which
represented 37.0 percent of sales, increased 20.3 percent compared
with the prior-year quarter due to strong sales in Latin America,
the Middle East and emerging Asia.  Sales in North America, which
represented 38.6 percent of sales, decreased 4.1 percent due to
lower sales of specialty building materials, primarily residential
reroofing products.  Sales of specialty construction chemicals in
North America increased approximately 9 percent.  Sales in Western
Europe, which represented 13.6 percent of sales, decreased 17.6
percent compared with the prior-year quarter due to unfavorable
currency translation and the continuing weak construction
environment.

Segment gross margin of 36.1 percent increased 340 basis points
compared with the prior-year quarter primarily due to improved raw
material cost recovery, operating leverage and a favorable sales
mix comparison between the acquired and divested businesses.

Segment operating income of $32.5 million increased 53.3 percent
compared with the prior-year quarter primarily due to improved
gross margin.  Segment operating margin improved to 12.5 percent,
an increase of 410 basis points compared with the prior-year
quarter.

                          Other Expenses

Total corporate expenses of $23.4 million decreased 13.3 percent
compared with the prior-year quarter, due to cost reduction
initiatives in 2012 and legal and licensing costs in the prior-
year quarter.

Defined benefit pension expense for the fourth quarter was $18.0
million compared with $15.9 million for the prior-year quarter.
The 13.2 percent increase primarily was due to year-over-year
changes in actuarial assumptions including lower discount rates
and a lower expected long-term rate of return on plan assets.

Interest expense was $12.4 million for the fourth quarter compared
with $10.8 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
fourth quarter was 3.6 percent.

                           Income Taxes

Grace recorded a tax benefit of $139.3 million in the fourth
quarter, reflecting a $135.3 million tax benefit from the $365.0
million asbestos-related charge and a $44.0 million tax benefit
resulting from the release of valuation allowances on state
deferred tax assets.

                            Cash Flow

Net cash provided by operating activities for the year ended
December 31, 2012, was $453.6 million compared with $219.4 million
in the prior year.  The improved cash flow was due to reduced
working capital requirements and lower pension contributions.

Adjusted Free Cash Flow was $421.2 million for the year ended
December 31, 2012, compared with $278.4 million in the prior year.

                           2013 Outlook

As of February 6, 2013, Grace expects 2013 Adjusted EBIT to be in
the range of $560 million to $580 million, an increase of 8 to 12
percent compared with 2012 Adjusted EBIT of $517.4 million.  The
company expects 2013 Adjusted EBITDA to be in the range of $685
million to $705 million.

The following assumptions are components of Grace's 2013 outlook:

-- Consolidated sales in the range of $3.2-$3.3 billion with
organic growth of 6-8 percent offset by headwinds of approximately
$120 million due to lower rare earth- related pricing and
unfavorable currency;

-- Gross margin in the range of 36-38 percent;

-- Adjusted EBIT margin improvement of approximately 100 basis
points;

-- Capital expenditures in the range of $180-200 million;

-- Adjusted Free Cash Flow greater than $400 million;

-- A book effective tax rate of 34.0 percent and a cash tax rate
of 14.0 percent; and

-- Diluted shares outstanding at year end of approximately 78
million.

Although Grace adjusted the recorded value of its asbestos-related
liability in the 2012 fourth quarter, the ultimate cost of
settling this liability will be based on the value of the
consideration transferred to the asbestos trusts at emergence and
may vary from the current estimate.  Therefore, Grace is unable to
make a final estimate of the income effects of the consummation of
the Joint Plan of Reorganization (the "Joint Plan").  When the
Joint Plan is consummated, Grace expects to reduce its liabilities
subject to compromise, including asbestos-related contingencies,
recognize the value of the deferred payments and the warrant and
recognize expense for the costs of consummating the Joint Plan and
the income tax effects of these items.

                     Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary,
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve Grace's asbestos-related liabilities.

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan.  On January 31, 2012, the United
States District Court issued an order affirming the Joint Plan,
which was reaffirmed on June 11, 2012 following a motion for
reconsideration.  Five parties have appeals pending before the
Third Circuit Court of Appeals.

The timing of Grace's emergence from Chapter 11 will depend on the
satisfaction or waiver of the remaining conditions set forth in
the Joint Plan.  The Joint Plan sets forth how all pre-petition
claims and demands against Grace will be resolved.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.


WAGSTAFF MINNESOTA: Joins Forces With Creditors on Exit Plan
------------------------------------------------------------
Wagstaff Minnesota Inc. and its affiliated debtors, and the
official committee of unsecured creditors appointed in the case
have co-proposed a bankruptcy exit plan for the Debtors.

On Jan. 31, 2013, the Debtors and the Committee filed with the
Bankruptcy Court in Minnesota a Joint Plan of Liquidation
accompanied by a Disclosure Statement.  Revised plan documents
were filed the next day.

The parties was slated to return to the Bankruptcy Court Feb. 7 at
10:00 a.m. for a hearing on the Debtors' "Expedited Motion to
shorten time of notice periods and objection deadline related to
plan confirmation, and to schedule an expedited plan confirmation
hearing".

The Committee on Dec. 13, 2012, filed its own Plan for debtors
Wagstaff Texas, Inc. and D & D Idaho Food, Inc.  The Debtors also
have filed their own exit plan last year.  Hearings to consider
approval of the disclosure statement was continued to Jan. 10 and
then to Jan. 31.

With the filing of the Joint Plan, the Committee on Feb. 1 filed a
notice abandoning its earlier Plan.

Under the Debtors and the Committee's Joint Plan, the Debtors will
assign all of their remaining assets to trusts that will liquidate
the assets and distribute the cash proceeds of those assets to
creditors as set forth in the trust documents.  The Debtors expect
to emerge from chapter 11 this year.

The Debtors initially explored several options to reorganize and
maximize the value of their business.  These options included (i)
repairing the relationship with their franchisor, KFC Corporation
and moving forward; (ii) re-branding the Debtors' network of
restaurants; (iii) selling the restaurants as going-concern
network of KFCC-branded restaurants; and (iv) otherwise
liquidating the restaurants.

The relationship with KFCC went south, however.  KFCC continued to
refuse to engage in any meaningful discussions or negotiations.
The Debtors deemed that assumption of the KFCC franchise licenses
was likely impossible.  The dispute reached the U.S. Court of
Appeals for the Eighth Circuit, on the Debtors' appeal from lower
court rulings.

In June 2012, the Debtors and KFCC reached an accord resolving all
their disputes.  The deal required the Debtors to continue
operating under KFC limited license agreements while pursuing the
sale of substantially all of their assets.  The Debtors anticipate
that as of the date of the hearing to confirm their plan, all of
the Debtors' operating restaurants will have been sold or closed,
and the Debtors will no longer be operating any restaurants
pursuant to KFC limited license agreements.

To date, the Debtor have sold or disposed of these assets:

  Debtor(s)   Counterparty    Asset Disposed of          Amount
  ---------   ------------    -----------------          ------
D&D Property  Sarbjit and     Unimproved commercial           -
              Sukhvinder      real property at
              Takhar          1472 HWY 99E, Gridley, CA

Wagstaff      Treadwell       Certain property         $500,000
Texas and     Restaurants
Wagstaff      of Oklahoma
Properties
Texas         Perella         Leased real            $2,750,000
              Weinberg        properties            (credit bid)
              Partners Asset
              Based Value
              Master Fund
              I L.P.

Wagstaff      AFC             Restaurants           $13,800,000
Management    Enterprises     in Minn. and Calif.
Corporation,
Wagstaff
Minnesota,
Wagstaff
Properties
Minnesota,
Wagstaff
Properties,
D&D Property
Investments,
and D&D
Food Management
(CA&MN Debtors)

CA&MN         LT Investment   Some restaurants       $1,000,000
Debtors       Properties      in Minn.

D&D Idaho     LT Investment   Some restaurants         $850,000
Food, and                     in Idaho & Ore.
D&D Property
Investments,

Wagstaff      Robert Carle    Restaurants in Alaska  $1,070,000
Atte
Alaska Inc.
and Wagstaff
Atte
Alaska LLC

As of the Petition Date, the Debtors estimate that, in the
aggregate, (i) certain of the Debtors and D & D Idaho Food, Inc.
owed General Electric Capital Corp. an amount exceeding $45
million, (ii) the Texas Debtors owed approximately $3.2 million to
Perella Weinberg Partners Asset Based Value Master Fund I L.P. and
Perella Weinberg Partners ABV Opportunity Master Fund II A L.P.,
and (iii) the Idaho Debtors owed approximately $11.6 million to
PWP.  The Debtors have been able to return approximately (a) $19.4
million to GECC and (b) $4.9 million to PWP from sales of the
secured creditors' collateral and adequate protection payments
that were made throughout these Chapter 11 Cases.

The Debtors anticipate that, through the Joint Plan and the
liquidation of the remaining collateral securing the GECC debt,
GECC may receive additional amounts of approximately $1.8 million
through the close of the Debtors' chapter 11 cases.  Overall, it
is anticipated recovery for GECC and PWP in these cases will be
approximately 33% (PWP) to 47% (GECC) of their total claims.  As
of the Petition Date, the Debtors estimate that they had, in the
aggregate, accrued unsecured obligations (not including any
unsecured deficiency claims of GECC or PWP) of approximately $1.2
million.  During the pendency of these cases, due to, among other
things, the rejection of certain executory contracts, the Debtors'
estimate that the anticipated amount of Allowed unsecured claims
may have increased to more than $2.5 million.

The Debtors anticipate that the only significant source of
recovery available to general unsecured creditors, if any, will be
the proceeds of any litigation brought by the trustee for the
Liquidating Trust.  Significantly all of the Debtors' physical
assets have been liquidated and those that have not been
liquidated are subject to liens in favor of GECC.  The Creditors'
Committee believes that returns from the Estates' litigation
assets may provide significant returns to unsecured creditors in
the range of 25% to 75% of Allowed general unsecured claims
(excluding GECC and PWP's unsecured deficiency claims).

Meanwhile, the Committee's Plan filed in December provided for the
liquidation of the remaining assets of Wagstaff Texas and D&D
Idaho Food, and distribution of proceeds to creditors in
accordance with the Bankruptcy Code.  That plan projects secured
creditors will recover 100% of debt owed by Wagstaff Texas and D&D
Idaho Food, while unsecured creditors are to recoup up to 83%.

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).

The Debtors are corporations and limited liability companies that
are owned in whole or in part by Denman Wagstaff and his wife,
along with various other minority or equal owners.  Pursuant to
franchise agreements, the Debtor corporations owned and operated
80 "KFC" restaurants in Alaska, California, Idaho, Minnesota,
Oregon, and Texas, with a corporate headquarters in Hanford,
California.  The Debtors that are limited liability companies each
owned real property that was leased to certain of the Debtor
corporations operating the restaurants.

Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million in its petition.

Judge Dennis D O'Brien oversees the cases, taking over from Judge
Nancy C. Dreher in November 2012.  Peitzman Weg LLP and Fredrikson
& Byron, P.A., serve as the Debtors' Co-Bankruptcy Counsel.  The
Debtors also hired these professionals: Adair & Evans as
Controller/CFO, Accountant, and Tax Advisor; Alvarez & Marsal
North America LLC acts as Financial Advisor; Trinity Capital LLC
as Investment Banker to the Texas Debtors; Epiq Bankruptcy
Solutions LLC as Administrative Agent; Terra Properties as Real
Estate Broker to D&D Property Investments; Jones & Malhotra as
401(k) Auditor; Newmark Grubb Knight Frank as Real Estate
Consultant; and M. Green and Company LLP as Independent Certified
Public Accountant.

On June 8, 2011, the U.S. Trustee appointed the Creditors'
Committee. The members of the Creditors' Committee are (i) Prime
Source Food Service Equipment, Inc., (ii) Hart Property
Consultants, and (iii) Powerhouse Repair.  The Committee is
represented by

          Aaron L. Hammer, Esq.
          SUGAR FELSENTHAL GRAIS & HAMMER LLP
          30 N La Salle Street, Suite 3000
          Chicago, IL 60602
          Tel: 312-704-9400
          E-mail: ahammer@sugarfgh.com

               - and -

          Deborah C. Swenson, Esq.
          LOMMEN ABDO COLE KING & STAGEBERG PA
          2000 IDS Center
          80 S. Eighth St.
          Minneapolis, MN 55402
          Tel: 612 336-9351
          Email: debs@lommen.com

               - and -

          Richard S. Lauter, Esq.
          Thomas R. Fawkes, Esq.
          FREEBORN & PETERS LLP
          311 S Wacker Dr, Ste 3000
          Chicago, IL 60606
          Tel: 312-360-6000
          E-mail: rlauter@freebornpeters.com
                  tfawkes@freebornpeters.com


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.


WINECARE STORAGE: Seeks Chapter 11, Blames Hurricane Sandy
----------------------------------------------------------
WineCare Storage LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10268) in Manhattan on Jan. 29, 2013.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WineCare Storage is one of innumerable small
businesses in New York disrupted if not destroyed by Hurricane
Sandy in October. In WineCare's case, the hurricane has deprived
customers of access to their valuable wine collections.

According to the report, the Manhattan-based company was holding
27,000 cases of customers' wine when the hurricane hit.  The
computer system that kept track of the location of each customer's
wine in the climate-controlled warehouse was destroyed.

WineCare was forced to move the wine to a new location before the
computer system was restored.  Consequently, it wasn't possible to
record the locations to which each case was moved.

Customers have been demanding and suing for possession of their
wines.  WineCare says that at least 95% of the wine is undamaged.
Each customer's wine can't be located without taking a case-by-
case inventory in the new warehouses.

The Debtor disclosed $238,000 in assets and debt of $1.1 million.
Because the wine belongs to customers, it's not listed among the
assets.  Customers include individuals and restaurants.


YEHUD-MONOSSON: SIST Founder Sued for Fraudulent Transfers
----------------------------------------------------------
Tim Ryan, writing for The Shawano Leader, reports that a
bankruptcy trustee filed a lawsuit against Samanta Roy Institute
of Science and Technology Inc. founder Avraham Cohen of
fraudulently transferring funds from a bankrupt subsidiary.  The
lawsuit was filed Friday in U.S. Bankruptcy Court in Minnesota by
the trustee appointed to administer the Chapter 7 bankruptcy of
SIST subsidiary Yehud-Monosson USA Inc., which includes two other
SIST subsidiaries, Midwest Oil of Minnesota, LLC, and Midwest Oil
of Anoka, LLC.  The complaint alleges Yehud-Monosson transferred
more than $31,000 from the insolvent company within a year of the
bankruptcy filing and another $2,500 within the following year.
The transfers were made from the Midwest Oil of Anoka bank
account.

                     About Yehud-Monosson USA

Yehud-Monosson USA, Inc., for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-11278) on March 23, 2011.  Rebekah M.
Nett, Esq., at Westview Law Center, PLC, in St. Paul, MN, served
as the Debtor's counsel.  The Company estimated $1 million to $10
million in assets and debts.

A federal judge ordered it converted to Chapter 7 -- basically
taking financial control away from SIST -- and a trustee was
appointed in June 2011.

The Shawano Leader reports the case was sent to federal bankruptcy
court in Minnesota.  Yehud-Monosson listed more than $6.2 million
in liabilities and nearly $7 million in assets, which included
four properties in Minnesota, when the bankruptcy was filed.
Among the largest secured creditors involved the case are
Vermilion State Bank, holding a $2.2 million mortgage; William A.
Egan, of St. Paul, Minn., holding a $2 million mortgage; Tiger Peg
Capital Corp. of Houston, Texas, with an $893,000 mortgage; and
American Bank of St. Paul, Minn., with a $594,000 mortgage.  The
filing also lists more than $250,000 owed to unsecured creditors,
including nearly $89,000 in real estate taxes.

                    About Samanta Roy Institute

Based in Wilmington, Delaware, Dr. R.C. Samanta Roy Institute of
Science & Technology, Inc., is the parent corporation of U.S.
Acquisitions and Oil, MidWest Oil of Wisconsin, MidWest Oil of
Minnesota, MidWest Oil of Shawano, MidWest Properties of Shawano,
and MidWest Hotels and Motels of Shawano.  They operate entities
and holding companies owning real property leased to subsidiaries.
Through affiliates, they own, among other things, hotels, gas
stations, and an amusement park/racetrack.  They use income from
their business enterprises to fund not-for-profit educational
activities.

SIST and its subsidiary companies first filed for Chapter 11
bankruptcy on March 16, 2009.  The cases were dismissed on
Sept. 22, 2009.

SIST again filed for Chapter 11 bankruptcy on Feb. 21, 2011
(Bankr. D. Del. Lead Case No. 11-10504).  Rebekah M. Nett, Esq.,
at Westview Law Center, PLC, represents the Debtors.  In their
petition, the Debtors estimated both assets and debts of between
$1 million and $10 million.


* Earned-Income Credit Validly Exempted From Creditors' Claims
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Bankruptcy Appellate Panel for the Tenth Circuit
in Denver ruled on Feb. 4 that exempting the earned-income tax
credit from claims of creditors only in bankruptcy isn't a
violation of the U.S. Constitution.

According to the report, the appellate panel gave U.S. Bankruptcy
Judge Janice Miller Karlin in Topeka, Kansas, the highest
compliment by relying on her opinion to explain why the Kansas
statute is constitutional.

Kansas is one of several states adopting a statute that makes a
tax refund stemming from the federal and state earned income
credits immune from creditors' claims, although only for someone
in bankruptcy.  The credit is designed to relieve low income
taxpayers from the burden of paying payroll deductions for Social
Security and Medicare.  The bankruptcy trustee objected to the
exemption, contending it violated the Uniformity and Supremacy
Clauses of the federal Constitution because it didn't apply
equally to individuals not in bankruptcy.

Judge Karlin rejected the argument in an opinion adopted by U.S.
Bankruptcy Judge Terrence L. Michael in Tulsa, Oklahoma, who wrote
the decision for the appellate panel.  Judge Michael said that
after Judge Karlin wrote her opinion, the U.S. Court of Appeals in
Cincinnati upheld a bankruptcy-only exemption in the face of
constitutional attack.

The case is Williamson v. Westby (In re Westby), 12-027, U.S.
Tenth Circuit Bankruptcy Appellate Panel (Denver).


* Lender Not Required to Take Title to Abandoned Collateral
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Boston ruled on Feb. 1
that filing bankruptcy by itself doesn't entitle homeowners to
walk away from all burdens of home ownership.

The report recounts that a couple owned a home where the mortgage
debt was considerably more than the market value. After they
attempted to surrender the home, the lender refused to foreclose
or take title.  The homeowners, after receiving a discharged, sued
the lender, claiming a violation of the discharge injunction.  On
agreed facts, the bankruptcy court dismissed the suit and was
upheld by the Bankruptcy Appellate Panel.

According to the report, on a second appeal, the Circuit Judge
Juan R. Torruella upheld the two lower courts.  The homeowners
relied on a First Circuit opinion called Pratt where an auto
lender was found in violation of the discharge injunction for
refusing to take title or release the lien on an auto that was
worthless.  Judge Torruella said that autos and homes are
different because real property has some value and unlike a car
might appreciate in price.

Judge Torruella, the report notes, found differences in the two
cases because the lender in Pratt refused to release the lien
unless paid in full on a debt that had been discharged.  In the
homeowners' case, the lender offered either a settlement or a so-
called short sale where the home would be sold for less than the
debt.

Judge Torruella, the report discloses, said there is no authority
"to support the proposition that a homeowner may walk away, with
no strings attached, from their legally owned residence," thereby
placing the burdens of the property on "their neighbors, their
town, and their city."

The judge said the idea of a "fresh start" through bankruptcy
"does not countenance that result.  He cited Pratt for the
proposition that nothing in Section 521(a)(2) of the U.S.
Bankruptcy Code "remotely suggests that the secured creditor is
required to accept possession" of the collateral.

The case is Canning v. Beneficial Maine Inc. (In re Canning),
12-9002, 1st U.S. Circuit Court of Appeals (Boston).


* Fitch Sees More Bankruptcy Filings in U.S. Coal Industry
----------------------------------------------------------
The deep commodity pricing trough and demand destruction could
lead to one or more bankruptcy filings in the U.S. coal industry,
according to a new Fitch Ratings report. Bond prices of two coal
producers are trading at deeply distressed levels.

Fitch's 2013 outlook for the coal industry is negative, driven by
a number of market, pricing, regulatory and macroeconomic
conditions. Fitch believes that 2013 will be the trough year for
coal pricing. Two coal producers have significant default risk
based on the secondary market trading prices of their securities.

Since 1994, there have been 11 mining company defaults among
producers with assets of at least $25 million as of the bankruptcy
filing date. Three of these defaults occurred in 2002, driven by
the effects of rising operating costs compounded by fixed-price
sales contracts at the time. Patriot Coal Corp., which filed for
bankruptcy in 2012, was more than 11x the size (in terms of
assets) of the next largest defaulted coal company. Fitch's report
provides an update of recent developments in the on-going Patriot
case.

The full report 'U.S. Coal Bankruptcies: Future, Present, Past' is
available at http://www.fitchratings.com/


* 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)


* Junk-Company Liquidity Strengthens in January
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the percentage of junk-rated companies with the
weakest liquidity matched a record low in January.

The liquidity-stress index declined in January to 3.1% from 3.6%
in December, Moody's Investors Service said in a Feb. 1 report.
The January figure matched a record made in July.

Over the last 10 years, the average for the liquidity-stress index
has been 7.4%. It measures the percentage of junk-rated companies
with the weakest liquidity.  The high for the index was 20.9% in
March 2009.

Moody's said that junk companies are able to enhance liquidity as
a result of "strong market access."

The generosity of credit markets for financially weak companies
continues unabated, Moody's said.  In January sales of junk bonds
were 4.5% more than the same month the year before, Moody's
reported.


* Schools Suing Former Students Shows Crisis in Loans to Poor
-------------------------------------------------------------
Janet Lorin (jlorin@bloomberg.net), writing for Bloomberg News,
reported that needy U.S. borrowers are defaulting on almost $1
billion in federal student loans earmarked for the poor, leaving
schools such as Yale University and the University of Pennsylvania
with little choice except to sue their graduates.

The record defaults on federal Perkins loans may jeopardize the
prospects of current students since they are part of a revolving
fund that colleges give to students who show extraordinary
financial hardship, according to the Bloomberg report.

Bloomberg related that Yale, Penn and George Washington University
have all sued former students over nonpayment, court records show.
While no one tracks the number of lawsuits, students defaulted on
$964 million in Perkins loans in the year ended June 2011, 20
percent more than five years earlier, government data show. Unlike
most student loans -- distributed and collected by the federal
government -- Perkins loans are administered by colleges, which
use repayment money to lend to other poor students.

"If you borrow to go to school, it may not be just the government
that ends up coming after you if you can't pay," Deanne Loonin, an
attorney with the National Consumer Law Center, a nonprofit
advocacy group in Boston, told Bloomberg. "We offer credit very
easily." If the student doesn't benefit financially from the
education, "the government or the school comes after them very
aggressively."

The increase in the amount of defaulted loans among poor students
comes as President Barack Obama says he wants to expand access to
college for working-class families and increase funding for the
Perkins program, Bloomberg related. Under his proposal, the pot
for Perkins loans would increase to $8.5 billion from about $1
billion. The Education Department would service the loans instead
of colleges.

The cases are George Washington University v. Graff, 2012- sc3-
3308, District of Columbia Superior court (Washington); University
of Pennsylvania v. Lopinto, 1211011562, Philadelphia County Court
of Common Pleas; Yale University v. Triggs, CV-12- 6027993-S,
Connecticut Superior Court (New Haven).


* Standard & Poor's Faces U.S. Suit over Mortgage Bond Ratings
--------------------------------------------------------------
Jean Eaglesham (jean.eaglesham@wsj.com), Jeannette Neumann
(jeannette.neumann@wsj.com ) and Evan Perez (evan.perez@wsj.com),
writing for The Wall Street Journal, reported that the Justice
Department sued Standard & Poor's Ratings Services late Monday,
alleging the firm ignored its own standards to rate mortgage bonds
that imploded in the financial crisis and cost investors billions.

The civil charges by U.S. Attorney General Eric Holder against the
New York company, one of the bond-rating industry's three giants,
are the first federal enforcement action against a credit-rating
firm over the crisis, WSJ said.  Several state attorneys general
are likely to join.

S&P said in a statement earlier Monday that the government suit
would be "entirely without factual or legal merit," and denied
wrongdoing.

The two sides have discussed a possible settlement for about four
months, WSJ said citing people close to the negotiations, but S&P
balked over concerns that a deal could sink the company.  The
government was seeking penalties of more than $1 billion, WSJ
added citing another person close to the talks said, which would
be the biggest sanction imposed on a firm related for its actions
in the crisis.  S&P officials also were rattled that the
government was pushing the company to admit wrongdoing that could
leave it more vulnerable to pending or new lawsuits by investors,
according to WSJ.

WSJ, citing people familiar with the probe, said for about three
years, the government has been investigating whether S&P managers
pushed to weaken company standards for rating mortgage-linked
deals or ignored the standards entirely.  S&P said Monday that it
"would be wrong" to contend that its ratings were "motivated by
commercial considerations and not issued in good faith."  S&P
added that the government's allegations stem from S&P's rating of
collateralized debt obligations, or CDOs, issued in 2007 that
included bundles of subprime mortgages.

The government, according to the WSJ report, is targeting about 30
of those deals, which plummeted in value soon after being sold to
investors.

The suit alleges that S&P from September 2004 through October 2007
"knowingly and with the intent to defraud, devised, participated
in, and executed a scheme to defraud investors in" CDOs and
securities backed by residential mortgages, WSJ related.  S&P
"falsely represented that its credit ratings of RMBS and CDO
tranches were objective, independent, uninfluenced by any
conflicts of interest that might compromise S&P's analytical
judgment, and represented S&P's true current opinion regarding the
credit risks" of the securities, WSJ further related, citing the
lawsuit.  The firm's "desire for increased revenue and market
share" led it to "downplay and disregard the true extent of the
credit risks," the suit alleges.


* BlackRock Sued by Funds over Securities Lending Fees
------------------------------------------------------
Andrew Zajac (azajac@bloomberg.net), writing for Bloomberg's
Businessweek, reported that BlackRock Inc. (BLK), the world's
biggest money manager, is accused in a lawsuit by two pension
funds of reaping "grossly excessive" compensation from securities-
lending returns associated with iShares Inc.

"Defendants have systematically violated their fiduciary duties,
setting up an excessive fee structure designed to loot securities
lending returns properly due to iShares investors," the funds,
which invest in iShares, said in a complaint in federal court in
Nashville, Tennessee, Businessweek related.

Businessweek said the pension funds allege that BlackRock
affiliates collected 40 percent of revenue earned from securities
lending transactions as compensation.

Blackrock said the suit is without merit and will contest it,
according to Businessweek.

The suit, filed by Laborers Local 265 Pension Fund, based in
Cincinnati, and Plumbers and Pipefitters Local No. 572 Pension
Fund, of Nashville, names BlackRock Institutional Trust Co.,
iShares Trust, iShares Inc. and nine other BlackRock affiliates,
Businessweek related.  Also named are BlackRock president Robert
Kapito, Michael Latham, the chairman of Ishares Inc., and seven
other officials of whom are trustees of iShares Trust and
directors of iShares Inc.

The case is Laborers Local 265 Pension Fund v. iShares Trust, 13-
cv-00046, U.S. District Court, Middle District of Tennessee,
(Nashville).


* Bankruptcy Filings Fell Lowest in Five Years
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that based on reports from Epiq Systems Inc., Moody's Investors
Service and Sageworks Inc., bankruptcy filings fell to the lowest
in five years last month and will probably continue to drop.

According to data compiled by Epiq from court records, the 78,500
bankruptcies of all types in January were 15% fewer on a daily
basis than in the same month in 2012.  Business bankruptcies
shrank even more. January's 3,700 commercial filings were down
about 26% from a year earlier, to the fewest in almost six years,
Epiq reported.  The 674 January Chapter 11 filings, in which
larger companies and formerly wealthy individuals seek to
reorganize or sell assets, were the fewest since April 2008.

The January filings continued a pattern established last year,
when total bankruptcies declined 14% from 2011.  States with the
most filings per capita were Tennessee, Alabama and Georgia.
Nevada fell out of the top three.

Statistics indicate there will be no increase in business
bankruptcies in coming months.  Even among junk-rated companies
with the weakest liquidity, Moody's reported that companies with
little cash numbered the fewest in 10 years.

The default rate for junk-rated companies ended the fourth quarter
at 3.2%, according to Moody's, down from 3.6% when the third
quarter ended.  Moody's predicts the rate will decline to 3% by
year's end, compared with the 4.5% average since 1993 and the 14%
peak in 2009.  For smaller, closely held companies, fewer
bankruptcies are in the future.

The predicted default rate this year for all industries is 4.4
percent, compared with 4.5% last year, according to a study of
6,600 businesses by Sageworks, a provider of private-company
financial information.

Bankruptcies declined in all 50 states last year to a total of
about 1.19 million from 1.38 million in 2011.  The 2011
bankruptcies represented a 12% decline from the 1.56 million in
2010, the most since the record of 2.1 million set in 2005. That
year, in the two weeks before bankruptcy laws tightened, 630,000
American sought bankruptcy protection.


* Pie Shrinks For Bankruptcy Attorneys as Filings Drop Again
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the number of
federal bankruptcy filings fell sharply for the second straight
year in 2012, according to government data released on Monday, a
drop that may reflect a credit lending market increasingly willing
to risk capital on cash-starved companies.

During the calendar year of 2012, 1.22 million bankruptcies were
filed in U.S. federal courts, compared to 1.41 million filings in
2011 and 1.53 million in 2010, according to report by the
Administrative Office of the U.S. Courts, the BLaw report said.

A copy of the table illustrating the bankruptcies for the 12-month
period ended Dec. 31, 2012, is available at http://is.gd/2YMYJT


* 5th Cir. Appoints Jason Woodard as N.D. Miss. Bankruptcy Judge
----------------------------------------------------------------
The Fifth Circuit Court of Appeals appointed Bankruptcy Judge
Jason D. Woodard to a fourteen-year term of office in the Northern
District of Mississippi, effective January 17, 2013, (Houston).

          Honorable Jason D. Woodard
          United States Bankruptcy Court
          703 Hwy 145 North
          Aberdeen, MS 39730

          Telephone: 662-369-2624
          Fax: 662-369-2635

          Law Clerks: Jamie F. Wiley
                      Lucy Coolidge

          Term expiration: January 15, 2027


* 9th Cir. Appoints Daniel Collins as Arizona Bankruptcy Judge
--------------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge
Daniel P. Collins to a fourteen-year term of office in the
District of Arizona, effective January 18, 2013, (Case).

          Honorable Daniel P. Collins
          United States Bankruptcy Court
          U.S. Courthouse and Federal Building
          230 N. First Ave., Ste. 101
          Phoenix, AZ 85003

          Telephone: 602-682-4222
          Fax: 602-682-4223

          Shirley Dunbar
          Judicial Assistant
          Telephone: 602-682-4224
          Fax: 602-682-4225

          Douglas Magnuson
          Law Clerk
          Telephone: 602-682-4226
          Fax: 602-682-4227

          Term expiration: January 17, 2027


* Daniel McElhinney Joins DRC's Business Development Team
---------------------------------------------------------
Donlin, Recano & Company, Inc. disclosed that Daniel McElhinney
has joined the firm as a Director.

Based in New York, Dan is part of DRC's national business
development team, focusing on developing and maintaining
relationships with DRC's growing list of clients.  "The
experience, talent and ambition Dan brings to DRC is expected to
help define and grow our market share in 2013," says Scott Stuart,
Esq., Executive Director of DRC.

A seasoned bankruptcy veteran, Dan began his career as a law clerk
to then Chief Judge Arthur J. Gonzalez in the Southern District of
New York and then, practiced in the Business Reorganization and
Restructuring Department at Willkie Farr & Gallagher LLP, where he
represented clients such as ATX Communications, Classic
Communications, Werner Ladder, Safelite Glass Corp. and Episcopal
Health Services.  Prior to joining DRC, Dan was most recently a
Managing Director with Epiq Bankruptcy Solutions.

Dan holds a BA from Hamilton College and received his J.D. from
Brooklyn Law School. He is also a member of the American
Bankruptcy Institute, the Turnaround Management Association and
the New York Institute of Credit.

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com--
is a division of DF King Worldwide --
http://www.king?worldwide.com-- and a provider of claims,
noticing, balloting and technology solutions.  It also provides
bondholder identification services, pre?pack bankruptcy
solicitation and balloting, crisis communications, financial
printing services and call center services through one of the
largest and most technologically advanced call centers in the
country.  King Worldwide is a financial communications, proxy
solicitation and stakeholder management company, serving over
1,000 public company, mutual fund family and private equity firm
clients domiciled in North America, Europe and Asia.


* Greenberg Traurig Fla. Bankruptcy Head Will Open Solo Firm
------------------------------------------------------------
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,
according to a press statement dated Feb. 4, 2013.  He was with
the firm for more than 23 years and is the long-time head of its
Florida Business Reorganization & Restructuring Practice.

Leshaw, the press release related, 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, the statement added. 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.

Leshaw, the statement said, 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:

       James P.S. Leshaw, Esq.
       Leshaw Law, P.A.
       1395 Brickell Avenue, Ste. 800
       Miami, FL 33131
       Telephone  (305) 477-1758
       E-mail Jim@LeshawLaw.com

          - and -

       James P.S. Leshaw, Esq.
       Leshaw Law, P.A.
       240 Crandon Blvd., Ste. 248
       Key Biscayne, FL 33149
       Telephone  (305) 361-7593

For more information, visit www.LeshawLaw.com

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, the statement related.

Don Silver (donsil@boardroompr.com) and Teresa Shum
(tshum@boardroompr.com) of Boardroom Communications (Tel: (954)
370-8999) for Leshaw Law, P.A.


* Groom Law Group Adds Seasoned Skadden Litigator in DC
-------------------------------------------------------
Groom Law Group Chartered announced on Feb. 4 that Edward Meehan
has joined the firm's ERISA litigation group.  Prior to joining
Groom, Mr. Meehan spent 23 years at Skadden, Arps, Slate, Meagher
& Flom LLP, where he was a partner in the litigation group.

Mr. Meehan is an experienced litigator, having tried several dozen
cases and hundreds of contested hearings before courts,
arbitrators, and administrative agencies, according to the press
statement.  He has substantial experience in disputes involving
employee benefits, including pension and health plans, often in
the context of Chapter 11 or other corporate restructurings.

Representative matters include work for American Airlines and
Eastman Kodak on retiree health benefit issues, for Hayes-Lemmerz
International, Inc. on pension and retiree health matters, and for
US Airways on pension issues.  In addition to his work on employee
benefit matters, Mr. Meehan has defended class actions and other
complex disputes across a wide range of industries.  He also has
represented clients in connection with Department of Labor and
Securities and Exchange Commission investigations.

"We are very pleased to have Ed join our firm," said John
McGuiness, Executive Principal of Groom Law Group.  "Litigation
related to retirement and healthcare plans continues to escalate.
Our litigation group has tried nearly a dozen cases in recent
years, including two cases in which Ed served as co-counsel.  He
is widely-regarded as a first-rate trial attorney and his
courtroom skills will serve our clients well.  He is a terrific
addition to our team."

"I have worked with Groom as co-counsel for over a decade as we
tried cases together on pension and retiree benefits matters,"
said Mr. Meehan.  "It was a natural fit for me to join Groom to
concentrate my trial and other court experience in the growing
ERISA litigation field."

Mr. Meehan joins one of the most well-regarded ERISA litigation
groups in the U.S.  The firm has 19 attorneys who specialize in
this area and its litigation group is ranked nationally by
Chambers USA and The U.S. Legal 500.  The attorneys in Groom's
litigation group defend cases across the country brought against
plan sponsors, financial institutions, managed care organizations,
service providers, and other clients who are seeking practical,
tough-minded representation in employee benefits disputes.

Mr. Meehan may be reached at:

         Edward J. Meehan, Esq.
         GROOM LAW GROUP, CHARTERED
         1701 Pennsylvania Avenue, N.W.
         Washington, DC 20006-5811
         Tel: (202) 861-2602
         Fax: (202) 659-4503
         Email: emeehan@groom.com


* KCC Recognized as Finalist in M&A Advisor's Turnaround Awards
---------------------------------------------------------------
The M&A Advisor recognized KCC, a Computershare company, as a
finalist in the 7th Annual Turnaround Awards.  A leading
administrative-support services provider for the legal and
financial industries, KCC was nominated for the fourth consecutive
year in the "Turnaround Product/Service of the Year" category for
its corporate restructuring administration services.  KCC has been
a finalist for this award for three consecutive years.

"Client service and innovative solutions have been the foundation
of our offerings for more than a decade," said KCC President,
Bryan Butvick.  "This recognition inspires us to continue to add
substantive value to the corporate restructuring process in
progressive ways through our people practices and technology."

The Turnaround Awards recognize excellence in deal-making in the
distressed investing, restructuring and turnaround marketplace.
An independent panel of turnaround industry experts will select
the final award recipients and winners will be revealed at the 7th
Annual M&A Advisor Turnaround Awards Gala on Wednesday, March 6 at
the Colony Hotel in Palm Beach, FL.

"We are pleased that KCC is once again among our finalists for the
Turnaround Awards," said Roger Aguinaldo, CEO and Founder of The
M&A Advisor.  "The deal teams represented in our 2013 Turnaround
Award finalist group have demonstrated creativity and perseverance
in today's challenging climate."

As a claims and noticing agent for the country's largest
Chapter 11 proceedings, KCC provides claims administration,
noticing, document production, balloting & solicitation and
disbursement services as well as a specialized suite of escrow and
public securities services.  KCC's clients include Residential
Capital LLC, Eastman Kodak Company, LightSquared Inc., Overseas
Shipholding Inc., and Hostess Brands Inc., among many others.

                          About KCCKCC

KCCKCC -- http://www.kccllc.com-- is a Computershare company.  It
provides administrative-support services that help legal
professionals realize time and cost efficiencies.  With an
integrated suite of corporate restructuring, class action and
legal document management solutions, KCC alleviates the
administrative challenges of today's legal processes and
procedures.  KCC has gained client and industry recognition for
its industry expertise, professional-level client service and
proprietary technologies.

                       About Computershare

About Computershare Limited -- http://www.computershare.com-- is
a global market leader in transfer agency and share registration,
employee equity plans, proxy solicitation and stakeholder
communications.  It also specializes in corporate trust services,
tax voucher solutions, bankruptcy administration and a range of
other diversified financial and governance services.
Computershare is represented in all major financial markets and
has over 10,000 employees worldwide.


* Pepper Hamilton Picks Louis J. Freeh as Next Chair
----------------------------------------------------
Pepper Hamilton LLP has named Louis J. Freeh as its next Chair,
the firm said in a press statement. Outgoing Chair Nina M. Gussack
made the announcement on Feb. 5. The transition will take place
later this month.

"Judge Freeh is the right person to assume the Chair position at
Pepper Hamilton," said Gussack. "I look forward to supporting him
as his vision and leadership continue to move us forward as a law
firm always at the forefront of innovation."

Freeh succeeds Gussack, who is completing her second and final
three-year term as Chair. Gussack will continue her full-time
practice of law and serve as Chair of Pepper's nationally
recognized Health Effects Litigation Practice, a role she retained
while serving as Chair of the firm.

Gussack explained that the firm's commitment to professional
management and succession planning have positioned the firm well
going forward. "We recruited Scott Green to serve in the new role
of Chief Executive Officer. We redefined the role of Managing
Partner and elected Tom Cole, a highly respected Pepper partner,
to that position. And, we recruited Louis Freeh and his
colleagues. All the pieces are in place for accelerated growth and
performance, and I am very pleased," said Gussack.

Freeh said that he was honored by the selection, adding that he
was following in significant footsteps. "Nina has done a
tremendous job in both leading the firm and managing one of the
largest and most dynamic practices in the country," said Freeh.
"On her watch, Pepper has become bigger, stronger, bolder, more
diverse, more global, and more profitable. I am excited about
being elected Chair of a great firm whose future has never been
brighter."

Gussack also announced that in addition to electing Freeh, the
Executive Committee had elected two Vice Chairs, Julia D. Corelli
and Thomas M. Gallagher. Corelli is a Corporate & Securities
lawyer and co-Chair of Pepper's Commercial Department. Gallagher
is a litigator and Chair of the firm's White Collar Litigation and
Investigations Practice Group.

According to Gussack, Corelli and Gallagher bring a depth of
experience to their new roles that will benefit Pepper as the firm
continues to grow and expand. "Julie and Tom, along with Scott
Green and Tom Cole, comprise a leadership group whose insight and
experience will be instrumental in working together with Louie and
the Executive Committee as we move ahead," said Gussack.

                        About Pepper Hamilton

Pepper Hamilton LLP is a multi-practice law firm with more than
500 lawyers in seven states and the District of Columbia. The firm
provides corporate, litigation and regulatory legal services to
leading businesses, governmental entities, nonprofit organizations
and individuals throughout the nation and the world. The firm was
founded in 1890.

CONTACT:
William L. McCusker
Chief Marketing Officer
Pepper Hamilton LLP
215.981.4227 (Direct)
mccuskerw@pepperlaw.com

Mr. Freeh may be reached at:

         Louis J. Freeh, Esq.
         PEPPER HAMILTON LLP
         The New York Times Building
         37th Floor
         620 Eighth Avenue
         New York, NY 10018-1405
         Tel: (212) 808-2720
         Fax: (212) 286-9806
         Email: louisjfreeh@pepperlaw.com


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Phillip Klingler
   Bankr. D. Ariz. Case No. 13-01137
      Chapter 11 Petition filed January 28, 2013

In re Edward Barsky
   Bankr. C.D. Calif. Case No. 13-12277
      Chapter 11 Petition filed January 28, 2013

In re Fumiko Robinson
   Bankr. S.D. Fla. Case No. 13-11794
      Chapter 11 Petition filed January 28, 2013

In re William Bass
   Bankr. S.D. Fla. Case No. 13-11806
      Chapter 11 Petition filed January 28, 2013

In re Josias Belorme
   Bankr. S.D. Fla. Case No. 13-11814
      Chapter 11 Petition filed January 28, 2013

In re Engage Creative, Inc.
   Bankr. N.D. Ill. Case No. 13-03095
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/ilnb13-03095.pdf
         represented by: Sean P. Fleming, Esq.
                         LAW OFFICE OF SEAN P. FLEMING
                         E-mail: info@seanfleminglaw.com

In re David Ruggio
   Bankr. N.D. Ill. Case No. 13-03100
      Chapter 11 Petition filed January 28, 2013

In re Agustin Vaquero-Arenas
   Bankr. D. Nev. Case No. 13-10607
      Chapter 11 Petition filed January 28, 2013

In re Valley View Farms LLC
   Bankr. D.N.J. Case No. 13-11521
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/njb13-11521.pdf
         represented by: Joseph J. Mania, III, Esq.
                         LAW OFFICE OF JOSEPH J. MANIA III
                         E-mail: jmbanklaw@gmail.com

In re Dockrell Beach Yacht Club
   Bankr. D.N.J. Case No. 13-11522
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/njb13-11522.pdf
         represented by: Joseph J. Mania, III, Esq.
                         LAW OFFICE OF JOSEPH J. MANIA III
                         E-mail: jmbanklaw@gmail.com

In re James Reynolds
   Bankr. D.N.M. Case No. 13-10214
      Chapter 11 Petition filed January 28, 2013

In re Allysa Leigh Corp.
   Bankr. E.D.N.Y. Case No. 13-70443
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/nyeb13-70443.pdf
         represented by: Irwin Popkin, Esq.
                         E-mail: ipopkin@yahoo.com

In re Carmen NY LLC
        dba Ciano
   Bankr. S.D.N.Y. Case No. 13-10255
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/nysb13-10255.pdf
         represented by: Joel M. Shafferman, Esq.
                         SHAFFERMAN & FELDMAN, LLP
                         E-mail: joel@shafeldlaw.com

In re Tar Branch Towers, LLC
   Bankr. M.D.N.C. Case No. 13-50096
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/ncmb13-50096.pdf
         represented by: Erik Mosby Harvey
                         CAROLINA LAW PARTNERS
                         E-mail: emh@carolinalawpartners.com

In re Inmobiliaria Raver, Inc.
   Bankr. D.P.R. Case No. 13-00531
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/prb13-00531.pdf
         represented by: Roberto Roman Valentin, Esq.
                         E-mail: romanlaw@prtc.net

In re Inversiones Raver Inc.
   Bankr. D.P.R. Case No. 13-00532
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/prb13-00532.pdf
         represented by: Roberto Roman Valentin, Esq.
                         E-mail: romanlaw@prtc.net

In re Universal Electronics Inc.
   Bankr. M.D. Tenn. Case No. 13-00662
     Chapter 11 Petition filed January 28, 2013
         See http://bankrupt.com/misc/tnmb13-00662.pdf
         represented by: Janieka (Jennie) V. Smith-Howard, Esq.
                         TAX PLANNING AND DEFENSE, APLC
                         E-mail: jennie@taxplanninganddefense.com

In re Carter Family Bowl, Inc.
   Bankr. M.D. Fla. Case No. 13-00983
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/flmb13-00983.pdf
         represented by: Robert B. Branson, Esq.
                         Law Office of Robert B. Branson PA
                         E-mail: lawbankruptcy1@aol.com

In re Dames Point Holdings, LLC
        fka B & B Properties
   Bankr. M.D. Fla. Case No. 13-00516
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/flmb13-00516.pdf
         represented by: Gust G. Sarris, Esq.
                         Affinity Law Firm, P.L.
                         E-mail: gsarris@affinitylawfirm.com

In re Flagler Forest Products, Incorporated
        dba Woody's Bar-B-Q
   Bankr. M.D. Fla. Case No. 13-00482
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/flmb13-00482.pdf
         represented by: Scott W Spradley, Esq.
                         Law Offices of Scott W Spradley PA
                         E-mail:
                         scott.spradley@flaglerbeachlaw.com

In re Minnie E. Bowdish Irrevocable Trust
   Bankr. M.D. Fla. Case No. 13-00503
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/flmb13-00503p.pdf
         See http://bankrupt.com/misc/flmb13-00503c.pdf
         represented by: Brett A. Mearkle, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mearklelaw.com

In re Thomas Smith
   Bankr. S.D. Fla. Case No. 13-12000
      Chapter 11 Petition filed January 29, 2013

In re Larry Jackson
   Bankr. N.D. Ga. Case No. 13-51633
      Chapter 11 Petition filed January 29, 2013

In re Peter Groves
   Bankr. N.D. Ind. Case No. 13-10165
      Chapter 11 Petition filed January 29, 2013

In re Joao Brito
   Bankr. D. Mass. Case No. 13-40198
      Chapter 11 Petition filed January 29, 2013

In re Philip Calandra
   Bankr. E.D. Mich. Case No. 13-41551
      Chapter 11 Petition filed January 29, 2013

In re Ireland Sandrock Systems, Inc.
        dba American Burger Bar - St. Paul
          fdba American Burger Emporium
            fdba Barbara Jeans American Caf‚
   Bankr. D. Minn. Case No. 13-30380
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/mnb13-30380.pdf
         represented by: Steven B. Nosek, Esq.
                         E-mail: snosek@visi.com

In re Marty Taylor
   Bankr. D. Nev. Case No. 13-10624
      Chapter 11 Petition filed January 29, 2013

In re 2160 Candia Road, LLC
   Bankr. D.N.H. Case No. 13-10191
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/nhb13-10191.pdf
         represented by: Raymond J. DiLucci, Esq.
                         Raymond J. DiLucci, P.A.
                         E-mail: info@nhbankruptcy.com

In re Robert J. Trobe Corp.
   Bankr. D.N.J. Case No. 13-11638
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/njb13-11638.pdf
         represented by: Leonard C. Walczyk, Esq.
                         Wasserman, Jurista & Stolz
                         E-mail: lwalczyk@wjslaw.com

In re Two Four Pets, Inc.
        dba Pet House & Pet Hotel
   Bankr. D.P.R. Case No. 13-00586
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/prb13-00586.pdf
         represented by: Teresa M Lube Capo, Esq.
                         Lube & Soto Law Offices PSC
                         E-mail: lubeysoto@gmail.com

In re The Cafe at Arena 1
   Bankr. S.D. Tex. Case No. 13-30379
     Chapter 11 Petition filed January 29, 2013
         Filed pro se

In re MarKitchen, Inc.
        t/a Martini Kitchen & Bubble Bar
   Bankr. E.D. Va. Case No. 13-30437
     Chapter 11 Petition filed January 29, 2013
         See http://bankrupt.com/misc/vaeb13-30437.pdf
         represented by: Kevette B. Elliott, Esq.
                         Elliott Law Office
                         E-mail: attykbe@aol.com

In re Renee Solar
   Bankr. E.D. Va. Case No. 13-10427
      Chapter 11 Petition filed January 29, 2013

In re James McClain
   Bankr. W.D. Wash. Case No. 13-10748
      Chapter 11 Petition filed January 29, 2013

In re Clarence Shipman
   Bankr. N.D. Ala. Case No. 13-40160
      Chapter 11 Petition filed January 30, 2013

In re Stephen Russo
   Bankr. S.D. Ala. Case No. 13-00308
      Chapter 11 Petition filed January 30, 2013

In re Progressive Investment Group LLC
   Bankr. D. Ariz. Case No. 13-01273
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/azb13-01273.pdf
         represented by: Dennis J. Wortman, Esq.
                         DENNIS J. WORTMAN, P.C.
                         E-mail: djwortman@azbar.org

In re Mervin Davis
   Bankr. C.D. Calif. Case No. 13-10627
      Chapter 11 Petition filed January 30, 2013

In re Yok Pung Chan
   Bankr. C.D. Calif. Case No. 13-12433
      Chapter 11 Petition filed January 30, 2013

In re Michael Reyes
   Bankr. C.D. Calif. Case No. 13-12491
      Chapter 11 Petition filed January 30, 2013

In re Charles Faulkner
   Bankr. C.D. Calif. Case No. 13-12511
      Chapter 11 Petition filed January 30, 2013

In re William Petersen
   Bankr. N.D. Calif. Case No. 13-10182
      Chapter 11 Petition filed January 30, 2013

In re Vincent Tang
   Bankr. N.D. Calif. Case No. 13-50525
      Chapter 11 Petition filed January 30, 2013

In re Guy Morris
   Bankr. D. Colo. Case No. 13-11238
      Chapter 11 Petition filed January 30, 2013

In re Brighter Future Learning Center, LLC
   Bankr. D. Colo. Case No. 13-11184
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/cob13-11184.pdf
         represented by: Mark D. Zimmerman, Esq.
                         E-mail: nordichawk@juno.com

In re JDDCT, Inc.
        dba Village Pizza
   Bankr. D. Colo. Case No. 13-11209
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/cob13-11209.pdf
         represented by: Ken McCartney, Esq.
                         THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                         E-mail: bnkrpcyrep@aol.com

In re Vani Mini Mart, LLC
   Bankr. D. Conn. Case No. 13-30202
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/ctb13-30202.pdf
         represented by: Jefferson Hanna, III, Esq.
                         E-mail: jeffersonhanna@sbcglobal.net

In re Horace Ferguson
   Bankr. M.D. Fla. Case No. 13-00522
      Chapter 11 Petition filed January 30, 2013

In re Gloria Verbeke
   Bankr. N.D. Ill. Case No. 13-03556
      Chapter 11 Petition filed January 30, 2013

In re Hamid Mojtahedi
   Bankr. N.D. Ind. Case No. 13-10176
      Chapter 11 Petition filed January 30, 2013

In re Charles Adams
   Bankr. S.D. Ind. Case No. 13-00786
      Chapter 11 Petition filed January 30, 2013

In re RS Gregson, LLC
        dba Sylvan Learning Center
   Bankr. E.D. La. Case No. 13-10206
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/laeb13-10206p.pdf
         See http://bankrupt.com/misc/laeb13-10206c.pdf
         represented by: Richard W. Martinez, Esq.
                         RICHARD W. MARTINEZ, APLC
                         E-mail: richard@rwmaplc.com

In re Manor Ventures LLC
   Bankr. E.D.N.Y. Case No. 13-40508
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/nyeb13-40508.pdf
         represented by: M. David Graubard, Esq.
                         KERA & GRAUBARD
                         E-mail: dgraubard@keragraubard.com

In re Twelve Oaks Development, LLC
   Bankr. M.D. Tenn. Case No. 13-00745
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/tnmb13-00745.pdf
         represented by: Roy C. Desha, Jr., Esq.
                         DESHA WATSON, PLLC
                         E-mail: bknotice@deshalaw.com

In re Adobe Energy Company
   Bankr. S.D. Tex. Case No. 13-30415
     Chapter 11 Petition filed January 30, 2013
         See http://bankrupt.com/misc/txsb13-30415.pdf
         represented by: Richard L. Fuqua, II, Esq.
                         FUQUA & ASSOCIATES, P.C.
                         E-mail: fuqua@fuquakeim.com

In re Catfish Entertainment, LLC
   Bankr. N.D. Ala. Case No. 13-80284
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/alnb13-80284.pdf
         represented by: S Mitchell Howie, Esq.
                         E-mail: mitch@huntsvillelaw.info

In re Gregory Miller
   Bankr. S.D. Ala. Case No. 13-00322
      Chapter 11 Petition filed January 31, 2013

In re Steinhoff Enterprises, LLC
   Bankr. D. Ariz. Case No. 13-01394
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/azb13-01394.pdf
         represented by: Charles R Hyde, Esq.
                         Law Offices of C.R. Hyde
                         E-mail: crhyde@gmail.com

In re Best Vision Family Corp.
   Bankr. C.D. Calif. Case No. 13-11851
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/cacb13-11851.pdf
         represented by: Giovanni Orantes, Esq.
                         Orantes Law Firm PC
                         E-mail: go@gobklaw.com

In re Michael Giubbini
   Bankr. C.D. Calif. Case No. 13-10241
      Chapter 11 Petition filed January 31, 2013

In re Malcolm Enterprises Inc.
        dba Spa on the Plaza
          dba The Spa at InterContinental
            dba Escape Day Spa
              dba Gaia Green Packaging
   Bankr. N.D. Calif. Case No. 13-50580
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/canb13-50580.pdf
         represented by: Jason Vogelpohl, Esq.
                         Central Coast Bankruptcy
                         E-mail:
jason@centralcoastbankruptcy.com

In re Outriggers Restaurant LLC
   Bankr. D. Conn. Case No. 13-50144
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/ctb13-50144.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re Stuart Bannatyne
   Bankr. D. Conn. Case No. 13-50154
      Chapter 11 Petition filed January 31, 2013

In re TR Enterprises, Inc.
   Bankr. D. Mass. Case No. 13-40236
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/mab13-40236.pdf
         represented by: Gregory D. Oberhauser, Esq.
                         Law Office of Gregory D. Oberhauser
                         E-mail: gregory@oberhauserlaw.com

In re Bear Brewing Corp.
        dba Whittier House
   Bankr. D.N.H. Case No. 13-10248
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/nhb13-10248.pdf
         represented by: Franklin C. Jones, Esq.
                         Wensley & Jones, PLLC
                         E-mail: fjones@joneswensley.com

In re 726 Liberty Corporation
   Bankr. E.D.N.Y. Case No. 13-70508
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/nyeb13-70508.pdf
         Filed pro se

In re Hashi Sushi Fusion Inc.
   Bankr. S.D.N.Y. Case No. 13-10270
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/nysb13-10270.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Shoff Construction
   Bankr. W.D. Pa. Case No. 13-20445
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/pawb13-20445.pdf
         represented by: Michael J. Henny, Esq.
                         Law Offices of Michael J. Henny
                         E-mail: m.henny@hennylaw.com

In re Carla Sanders
   Bankr. M.D. Tenn. Case No. 13-00773
      Chapter 11 Petition filed January 31, 2013

In re Alan Cooper
   Bankr. W.D. Wash. Case No. 13-10855
      Chapter 11 Petition filed January 31, 2013

In re Cottage Meadow, LLC
   Bankr. W.D. Wash. Case No. 13-40656
     Chapter 11 Petition filed January 31, 2013
         See http://bankrupt.com/misc/wawb13-40656.pdf
         represented by: Michael P. Harris, Esq.
                         E-mail: mph4@quidnunc.net
In re Aufmuth, Inc.
   Bankr. D. Ariz. Case No. 13-01466
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/azb13-01466.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Sunrise Oil Inc.
   Bankr. D. Ariz. Case No. 13-01472
     Chapter 11 Petition filed February 1, 2013
         Filed as Pro Se

In re Tucson Aviation Supply, LLC
   Bankr. D. Ariz. Case No. 13-01495
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/azb13-01495.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Aaron Rubin
   Bankr. D. Ariz. Case No. 13-01496
      Chapter 11 Petition filed February 1, 2013

In re Nickson's Machine Shop, Inc.
   Bankr. C.D. Calif. Case No. 13-10272
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/cacb13-10272.pdf
         represented by: John E. Hinden, Esq.
                         E-mail: ccman53@hotmail.com

In re Robert Lund
   Bankr. C.D. Calif. Case No. 13-10715
      Chapter 11 Petition filed February 1, 2013

In re Miguel Lopez
   Bankr. C.D. Calif. Case No. 13-10718
      Chapter 11 Petition filed February 1, 2013

In re Lenore Pride
   Bankr. C.D. Calif. Case No. 13-12806
      Chapter 11 Petition filed February 1, 2013

In re 28-32 Girard, LLC
   Bankr. D. Conn. Case No. 13-20223
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/ctb13-20223.pdf
         represented by: Jefferson Hanna, III, Esq.
                         E-mail: jeffersonhanna@sbcglobal.net

In re Perry Family Investments, Ltd.
   Bankr. M.D. Fla. Case No. 13-01270
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/flmb13-01270.pdf
         represented by: Kenneth D. Herron, Jr., Esq.
                         WOLFF, HILL, MCFARLIN & HERRON, P.A.
                         E-mail: kherron@whmh.com

In re John Brown
   Bankr. M.D. Fla. Case No. 13-01275
      Chapter 11 Petition filed February 1, 2013

In re Aundre Thompson
   Bankr. N.D. Ga. Case No. 13-52017
      Chapter 11 Petition filed February 1, 2013

In re Joesph Wilkerson
   Bankr. S.D. Ill. Case No. 13-40098
      Chapter 11 Petition filed February 1, 2013

In re Erich Snyder
   Bankr. S.D. Ill. Case No. 13-40100
      Chapter 11 Petition filed February 1, 2013

In re Chris Davlantes
   Bankr. D. Kans. Case No. 13-20228
      Chapter 11 Petition filed February 1, 2013

In re Richard Theriault
   Bankr. D. Mass. Case No. 13-10610
      Chapter 11 Petition filed February 1, 2013

In re Medical Investment Group, Inc.
   Bankr. D. Mass. Case No. 13-10611
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/mab13-10611.pdf
         represented by: George J. Nader, Esq.
                         RILEY & DEVER, P.C.
                         E-mail: nader@rileydever.com

In re Strategic Product Development, Inc.
   Bankr. D. Mass. Case No. 13-10612
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/mab13-10612.pdf
         represented by: George J. Nader, Esq.
                         RILEY & DEVER, P.C.
                         E-mail: nader@rileydever.com

In re Ice Hut Development, LLC
   Bankr. D. Mass. Case No. 13-10613
      Chapter 11 Petition filed February 1, 2013

In re Guillermo Guevara
   Bankr. D. Nev. Case No. 13-10835
      Chapter 11 Petition filed February 1, 2013

In re Toros Yeranosian
   Bankr. D. Nev. Case No. 13-10845
      Chapter 11 Petition filed February 1, 2013

In re Joseph Frioni
   Bankr. W.D. Pa. Case No. 13-20470
      Chapter 11 Petition filed February 1, 2013

In re William Gregg
   Bankr. D. S.C. Case No. 13-00665
      Chapter 11 Petition filed February 1, 2013

In re Nathan Nevils
   Bankr. M.D. Tenn. Case No. 13-00860
      Chapter 11 Petition filed February 1, 2013

In re Central Texas Cable Partners Inc.
        dba Reveille Broadband
   Bankr. W.D. Tex. Case No. 13-10184
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/txwb13-10184.pdf
         represented by: Ron Satija, Esq.
                         HALL ATTORNEYS, P.C.
                         E-mail: rsatija@hallattorneys.com

In re Eye City LLC
   Bankr. W.D. Tex. Case No. 13-60061
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/txwb13-60061.pdf
         represented by: John A. Montez, Esq.
                         MONTEZ & WILLIAMS, P.C.
                         E-mail: johna.montez@yahoo.com

In re Meadowdale Premier Property Corporation
        aka Richard Williams
            Charlotte Williams
        dba Meadowdale Apts
   Bankr. W.D. Wash. Case No. 13-10901
     Chapter 11 Petition filed February 1, 2013
         See http://bankrupt.com/misc/wawb13-10901.pdf
         Filed as Pro Se

In re Grant Sheppard
   Bankr. W.D. Wash. Case No. 13-40691
      Chapter 11 Petition filed February 1, 2013

In re B. Parsons
   Bankr. E.D. Wis. Case No. 13-21203
      Chapter 11 Petition filed February 1, 2013

In re Lawrence Dodge
   Bankr. C.D. Calif. Case No. 13-11037
      Chapter 11 Petition filed February 2, 2013

In re George Bialecki
   Bankr. N.D. Ill. Case No. 13-04126
      Chapter 11 Petition filed February 2, 2013

In re North Galloway Tire & Service, Inc.
        dba Jordan's Car Care Center #1
   Bankr. N.D. Tex. Case No. 13-30522
     Chapter 11 Petition filed February 2, 2013
         See http://bankrupt.com/misc/txnb13-30522.pdf
         represented by: Howard Marc Spector, Esq.
                         Spector & Johnson, PLLC
                         E-mail: hspector@spectorjohnson.com

In re Robert Mintz
   Bankr. C.D. Calif. Case No. 13-12888
     Chapter 11 Petition filed February 3, 2013

In re In The Zone Sports Bar And Grill, Inc.
   Bankr. D. Colo. Case No. 13-11469
     Chapter 11 Petition filed February 3, 2013
         See http://bankrupt.com/misc/cob13-11469.pdf
         represented by: Philipp C. Theune, Esq.
                         E-mail: ptheune@powelltheune.com

In re Derald Martin
   Bankr. W.D. Wash. Case No. 13-10943
     Chapter 11 Petition filed February 3, 2013

In re E. Barnes
   Bankr. N.D. Ala. Case No. 13-80310
      Chapter 11 Petition filed February 4, 2013

In re Douglas Hammond
   Bankr. N.D. Ala. Case No. 13-80318
      Chapter 11 Petition filed February 4, 2013

In re Hee Lee
   Bankr. C.D. Calif. Case No. 13-12008
      Chapter 11 Petition filed February 4, 2013

In re Parties by Panache Inc.
   Bankr. C.D. Calif. Case No. 13-11052
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/cacb13-11052.pdf
         represented by: Jefford C. Davis, Esq.
                         GJefford C. Davis & Associates
                         E-mail: njjop@aol.com

In re BA Wilson Construction, Inc.
   Bankr. M.D. Fla. Case No. 13-00638
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/flmb13-00638.pdf
         represented by : Bryan K. Mickler, Esq.
                          Mickler & Mickler
                          E-mail: court@planlaw.com

In re C & L Dining, Inc.
        dba Happy Buddha
          dba Buddha Bar & Grill
   Bankr. M.D. Fla. Case No. 13-01447
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/flmb13-01447.pdf
         represented by: Susan D. Lasky, Esq.
                         Susan D Lasky PA
                         E-mail: slaskylbrpa@bellsouth.net

In re Community Fellowship Christian Church &
      Family Life Center Inc.
   Bankr. N.D. Ga. Case No. 13-10293
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/ganb13-10293.pdf
         represented by: W. Kevin Snyder, Esq.
                         Lacy & Snyder LLP
                         E-mail: kevin@lacysnyder.com

In re Eastville Development Corp.
   Bankr. N.D. Ga. Case No. 13-52195
     Chapter 11 Petition filed February 4, 2013
         Filed pro se

In re Macon Gooch
   Bankr. N.D. Ga. Case No. 13-52214
      Chapter 11 Petition filed February 4, 2013

In re Royal Estates Corp.
   Bankr. N.D. Ga. Case No. 13-52196
     Chapter 11 Petition filed February 4, 2013
         Filed pro se

In re The Preserve at Camp Valley, Inc.
   Bankr. N.D. Ga. Case No. 13-52207
     Chapter 11 Petition filed February 4, 2013
         Filed pro se

In re William Krystopowicz
   Bankr. N.D. Ga. Case No. 13-52397
      Chapter 11 Petition filed February 4, 2013

In re Indiana Laminated Wall Corp.
   Bankr. N.D. Ind. Case No. 13-20296
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/innb13-20296p.pdf
         See http://bankrupt.com/misc/innb13-20296c.pdf
         represented by: Shawn D. Cox, Esq.
                         Gouveia & Associates
                         E-mail: geglaw@gouveia.comcastbiz.net

In re Jackson Simpson
   Bankr. W.D. La. Case No. 13-80133
      Chapter 11 Petition filed February 4, 2013

In re Roger Tillman
   Bankr. W.D. Mich. Case No. 13-00787
      Chapter 11 Petition filed February 4, 2013

In re Georgia Smith
   Bankr. D. Nev. Case No. 13-10848
      Chapter 11 Petition filed February 4, 2013

In re Valley Brook Nursery LLC
   Bankr. D.N.J. Case No. 13-12171
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/njb13-12171.pdf
         represented by: Andre L. Kydala, Esq.
                         E-mail: kydalalaw@aim.com

In re The Gathering Horse, LLC
   Bankr. S.D.N.Y. Case No. 13-10360
     Chapter 11 Petition filed February 4, 2013
         See http://bankrupt.com/misc/nysb13-10360.pdf
         represented by: David R. Biondi, Esq.
                         E-mail: davidr.biondi@yahoo.com

In re Ocean Sports Inc.
        dba Desert Divers Scuba Center
            Worldwide Diving Services, Inc.
   Bankr. D. Ariz. Case No. 13-01583
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/azb13-01583.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Competition Tire & Svc LLC
   Bankr. D. Ariz. Case No. 13-01586
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/azb13-01586.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Abraham Rosenfeld
   Bankr. C.D. Calif. Case No. 13-13049
      Chapter 11 Petition filed February 5, 2013

In re Dikran Papazian
   Bankr. C.D. Calif. Case No. 13-13075
      Chapter 11 Petition filed February 5, 2013

In re Astec, Ltd.
        dba Sprouts Extraordinaire
   Bankr. D. Colo. Case No. 13-11602
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/cob13-11602p.pdf
         See http://bankrupt.com/misc/cob13-11602c.pdf
         represented by: Jeffrey S. Brinen, Esq.
                         KUTNER MILLER BRINEN, P.C.
                         E-mail: jsb@kutnerlaw.com

In re Max Polo
   Bankr. M.D. Fla. Case No. 13-01479
      Chapter 11 Petition filed February 5, 2013

In re Polo Plastic Surgery, P.A.
   Bankr. M.D. Fla. Case No. 13-01480
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/flmb13-01480.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Bartholomew Caso
   Bankr. S.D. Fla. Case No. 13-12673
      Chapter 11 Petition filed February 5, 2013

In re William Smith
   Bankr. N.D. Ga. Case No. 13-40295
      Chapter 11 Petition filed February 5, 2013

In re Holwest VI LLC
   Bankr. N.D. Ga. Case No. 13-52536
     Chapter 11 Petition filed February 5, 2013
         Filed as Pro Se

In re Derek Nevinger
   Bankr. N.D. Ill. Case No. 13-04437
      Chapter 11 Petition filed February 5, 2013

In re Richard Ng
   Bankr. N.D. Ill. Case No. 13-80361
      Chapter 11 Petition filed February 5, 2013

In re Chem-Trol, Inc.
   Bankr. D. Kans. Case No. 13-20241
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/ksb13-20241.pdf
         represented by: Jeffrey A. Deines, Esq.
                         LENTZ CLARK DEINES, P.A.
                         E-mail: jdeines@lcdlaw.com

In re Trailblazers Int'l Christian Center, Inc.
   Bankr. D. Md. Case No. 13-11958
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/mdb13-11958.pdf
         represented by: David W. Cohen, Esq.
                         LAW OFFICE OF DAVID W. COHEN
                         E-mail: dwcohen79@jhu.edu

In re Normal Enterprises, LLC
        dba Beards Party Store
   Bankr. D. Mich. Case No. 13-30368
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/mieb13-30368p.pdf
         See http://bankrupt.com/misc/mieb13-30368c.pdf
         represented by: Peter T. Mooney, Esq.
                         SIMEN, FIGURA & PARKER, PLC
                         E-mail: pmooney@sfplaw.com

In re Quality Logging, Inc.
        aka Lee Evans, Jr.
        dba Quality Logging
   Bankr. E.D.N.C. Case No. 13-00738
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/nceb13-00738.pdf
         represented by: George M. Oliver, Esq.
                         OLIVER FRIESEN CHEEK, PLLC
                         E-mail: efile@ofc-law.com

In re Disposal Corporation of America
   Bankr. E.D. Pa. Case No. 13-11034
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/paeb13-11034.pdf
         represented by: Ronald J. Pressley, Esq.
                         RONALD J. PRESSLEY, P.C.
                         E-mail: rjp@rjpressley.com

In re Rohr Industries, Inc.
   Bankr. W.D. Pa. Case No. 13-10149
     Chapter 11 Petition filed February 5, 2013
         See http://bankrupt.com/misc/pawb13-10149.pdf
         represented by: Louis A. Margiotti, Esq.
                         LAW OFFICE OF LOUIS A. MARGIOTTI
                         E-mail: louislaw@blackonyx.net

In re Timothy Fettroll
   Bankr. M.D. Tenn. Case No. 13-00952
      Chapter 11 Petition filed February 5, 2013

In re Suleman Sohani
   Bankr. W.D. Tenn. Case No. 13-21223
      Chapter 11 Petition filed February 5, 2013

In re Sedgwrick Pitts
   Bankr. E.D. Tex. Case No. 13-60086
      Chapter 11 Petition filed February 5, 2013

In re Santano Galo
   Bankr. S.D. Tex. Case No. 13-30764
      Chapter 11 Petition filed February 5, 2013

In re W. Nawrocki
   Bankr. E.D. Wis. Case No. 13-21311
      Chapter 11 Petition filed February 5, 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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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