TCR_Public/130208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 8, 2013, Vol. 17, No. 38

                            Headlines

AFFINITY GAMING: Z Capital Angles for Control of Casino Operator
ALLY FINANCIAL: Swings to $1.2 Billion Profit in 2012
ALLY FINANCIAL: Working to Repay Treasury Stock in "Near Future"
AMERICAN AIRLINES: ALPA Objects to Deal with Republic
AMERICAN AIRLINES: Travelport Seeks Court's Help in Legal Battle

AMERICAN RENAL: Moody's Rates $450MM Sr. Debt Facilities 'Ba3'
ATP OIL & GAS: Judge Refuses to Give Quick Approval of New Loan
BEAZER HOMES: Closes Offering of $200 Million Senior Notes
BEECHCRAFT HOLDINGS: To Exit Ch. 11 With 'B+' Corporate From S&P
BEHRINGER HARVARD FUND: Founder Permanently Disabled, Quits as GP

BERNARD L MADOFF: Brother Agrees to Pay $90-Mil. in Picard Suit
BIG RIVERS: Fitch Cuts Rating on Series 2010A Bonds to 'BB'
BIG RIVERS: Moody's Cuts Rating on $83.3 Million Bonds to 'Ba1'
BLACKBOARD INC: S&P Affirms 'B' Corporate Credit Rating
BON-TON STORES: Unit Merges with Bon-Ton Giftco LLC

CAESARS ENTERTAINMENT: $1.5-Bil. of Sr. Notes Priced at 97.5%
CAPITOL BANCORP: Delaware Trust Had 5% Ownership as of Dec. 31
CASH STORE: S&P Cuts Issuer Credit Rating to 'CCC+'; Outlook Neg
COMPETITIVE TECHNOLOGIES: Carl O'Connell Appointed to Board
CORMEDIX INC: NYSE MKT Extends Listing Compliance Deadline

CORUS ENTERTAINMENT: S&P Assigns 'BB+' Rating to C$600MM Notes
CPI CORP: Fails to Comply with OTCQX's Bid Price Rule
CREDITRON FINANCIAL: Ex-Owners Win More Time to File Payment Plan
CYPRESS OF TAMPA: Hearing on Cash Use Continued Until Feb. 21
CYPRESS OF TAMPA: Keeps United American as Property Manager

DEL MONTE CORP: S&P Retains 'B' Rating Following $100MM Add-On
DIGITAL DOMAIN: Executives Mostly Miss Bonus Targets
DOROTHY ZOUZALIK: Voluntary Chapter 11 Case Summary
DUNKIN' BRANDS: Credit Amendment No Impact on Moody's 'B2' CFR
E. KING CONSTRUCTION: Case Summary & 5 Unsecured Creditors

ECOSPHERE TECHNOLOGIES: Names SKM's D. Brooks as New Interim CFO
ELAN CORP: Large Cash Balance Prompts Moody's Ba3 CFR Affirmation
EASTMAN KODAK: Makes Peace with Apple Over Digital Camera Patents
ELMIRA DOWNTOWN: Strikes Deal With Arena Mortgage Holder
ENERGYSOLUTIONS INC: Samana Capital No Longer Owns Shares

FANNIE MAE: Susan McFarland to Retire as EVP and CFO
FIRST DATA: Terminates Employment of Exec. VP Kevin Kern
FIRST PLACE: KPMG Resigns as Accountants Stating No Reason
FREESCALE SEMICONDUCTOR: S&P Rates 'B' to Loans Due 2016 and 2020
GARY PHILLIPS: Has Access to Cash Collateral Until April

GELTECH SOLUTIONS: Borrows $250,000 From Principal Shareholder
GELTECH SOLUTIONS: Michael Reger Owns 40.6% of Total Shares
GEOKINETICS INC: Commences Solicitation of Votes for Ch. 11 Plan
GEOMET INC: T. Rowe Price Discloses 17.4% Equity Stake
GEOMET INC: Central Securities Discloses 5.1% Equity Stake

HAWKER BEECHCRAFT: Given Formal Approval for PBGC Settlement
HAYES IRON: Case Summary & 20 Largest Unsecured Creditors
HEALTHWAREHOUSE.COM INC: Fully Satisfies 2010 and 2011 Loans
HURLEY MEDICAL: Moody's Rates $65.515-Mil. Fixed Rate Bonds 'Ba1'
INSPIRATION BIOPHARMA: Celtic Welcomes Hemophilia Asset Sale

INTEGRA TELECOM: Moody's Rates New $555 Million Senior Debt 'B2'
INTEGRA TELECOM: S&P Revises Outlook to Stable; Affirms 'B' CCR
IRON MOUNTAIN: Credit Pact Changes No Effect on Moody's Ba3 CFR
ISC8 INC: Delaware Charter Guarantee Holds 9% Equity Stake
J.C. PENNEY: Seeks to Bar Claim it Defaulted on Bonds

JAMES RIVER: Has Significant Default Risk, Says Fitch
K-V-PHARMACEUTICAL: Noteholders Say No Ambiguity in Makena Liens
K-V PHARMACEUTICAL: Keeps Control of Bankruptcy Case
KAIDANS INC: Voluntary Chapter 11 Case Summary
KB HOME: S&P Revises Outlook to Stable; Affirms 'B' CCR

KILOWATT PARK: Case Summary & 13 Largest Unsecured Creditors
LEED CORP: Wins Confirmation of Reorganization Plan
LEHMAN BROTHERS: Bankruptcy Court Blocks Taxes on Deals
LEHMAN BROTHERS: UK Watchdog Closes Case vs. Ernst & Young
LEHMAN BROTHERS: Creditors Say No Conflict of Interest for Milbank

LEHMAN BROTHERS: Files Retirees Benefit Plan Report
LEHMAN BROTHERS: SunPower Gets $74.6-Mil. Cash From Claim Sale
MARTIN MIDSTREAM: S&P Rates Proposed $250MM Unsecured Notes 'B'
METALS USA: Moody's Reviews 'B1' CFR for Possible Upgrade
METALS USA: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Pos.

MF GLOBAL: Customer Funds Rules Get Another CFTC Hearing
MICRON TECHNOLOGY: S&P Affirms 'BB-' CCR; Outlook Negative
MMRGLOBAL INC: NEHTA Possibly Infringing on Two Patents
MOSS FAMILY: Court Approves Use of Banks' Cash Collateral
MUNICIPAL MORTGAGE: TE Bond Sub Plans to Issue $74MM Pref. Shares

MUSCLEPHARM CORP: Completes $12MM Offering of Series D Stock
NATIONAL MENTOR: $30-Mil. Debt Add-On No Impact on Moody's B3 CFR
NEENA HOSPITALITY: Case Summary & 27 Largest Unsecured Creditors
NEW ENERGY CORP: Shuttered Ethanol Plant Sold for $2.5 Million
NEWPORT LIQUORS: Case Summary & 11 Largest Unsecured Creditors

NII HOLDINGS: Moody's Lowers CFR to B2; Rates $400MM Notes B2
NORTH AMERICAN BREWERIES: S&P Assigns 'B' CCR Following Merger
NORTHAMPTON GENERATING: Has Until March 15 to Use Cash Collateral
NPS PHARMACEUTICALS: BlackRock Discloses 6.1% Equity Stake
OHIO HOUSING: Moody's Cuts Rating on $5.4MM Debt to 'B2'

PARAMJEET MALHOTRA: Relators Didn't Uncover Trustee's Fraud
PATRIOT COAL: Promotes Michael Day to EVP for Operations
PEDEVCO CORP: Files Amendment No. 3 to Form S-1 Prospectus
PENSON WORLDWIDE: March 14 Set for Disclosure Statement Hearing
PETTERS COMPANY: Withers Okayed for Virgin Islands Issues

PINK TEA CUP: Greenwich Village Eatery Files for Bankruptcy
PINNACLE AIRLINES: New COO to Get $265,000 as Annual Salary
POTOMAC SUPPLY: Consents to Chapter 7 After Assets Sold
PRIUM SPOKANE: To Present Plan for Confirmation on March 28
REVEL AC: Inks Third Amendment to JPMorgan Credit Agreement

REVSTONE INDUSTRIES: Says Ch. 11 Trustee No Longer Necessary
ROCHA DAIRY: Required to File Amended Plan by Feb. 15
ROLLING R GOLF: Case Summary & 15 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Trustee's Plan Hangs on $72M TD Bank Deal
SATCON TECHNOLOGY: Reorganization Becomes Chapter 7 Liquidation

SCHOOL SPECIALTY: Stadium Capital No Longer Owns Common Shares
SEMINOLE TRIBE: Moody's Changes Outlook on 'Ba1' CFR to Positive
SEQUENOM INC: BlackRock Discloses 6.2% Equity Stake
SHERIDAN HOLDINGS: $75MM Debt Add-on No Impact on Moody's B2 CFR
SHERIDAN HEALTHCARE: S&P Affirms 'B+' Corporate Credit Rating

SKY KING: Secures DIP Financing from Carson-Led Investors
ST. PAUL HOUSING: Moody's Cuts Rating on $3.64MM Debt to 'B1'
STOCKTON, CA: Bankr. Judge Relegated to Hands-Off Role
SUNY DOWNSTATE: LICH Complex Price Tag Could Reach $500MM
THERAPEUTICSMD INC: Obtains $10MM Credit Commitment From Plato

THQ INC: Assets Sold, Terminates Top Executives
THQ INC: Seeks Early Releases for Top Company Executives
TRAVELPORT LTD: Richard Buccarelli Resigns from Board
TWIN DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
UNIVERSAL HEALTH CARE: Files for Ch. 11 as State Seeks Takeover

UNIVERSAL HEALTH CARE: Sec. 341(a) Meeting Scheduled for March 11
UNIVERSAL HEALTH CARE: Case Summary & 20 Top Unsecured Creditors
VECTOR GROUP: Note Upsizing No Impact on Moody's 'B2' CFR
VITESSE SEMICONDUCTOR: Incurs $5.03-Mil. Net Loss in Q1 2013
VIVARO CORP: Committee Can Retain Arent Fox as Counsel

VIVARO CORP: Has Interim OK to Obtain Carrier Services on Credit
VIVARO CORP: Wants to Keep Control of Restructuring
W.R. GRACE: Seeks to Extend Terms of ART Credit Agreements
W.R. GRACE: Linn County BOC Approves Loan for Grace Facility
WASH MULTIFAMILY: Moody's Rates Sr. Secured Debt Facilities 'B2'

WASH MULTIFAMILY: S&P Assigns 'B-' Corporate Credit Rating
WENNER MEDIA: Debt Facility Changes No Impact on Moody's Ratings
XINERGY CORP: Has Significant Default Risk, Says Fitch
XZERES CORP: William Hagler Replaces Ron Elvidge as Director
YONKERS INDUSTRIAL: Moody's Affirms 'Ba1' Rating on Revenue Bonds

* Fitch Sees Lackluster Outlook for U.S. Casino Operators
* Moody's Sees More Maturing Debt from Low-Rated Companies
* Media Services Bonds Weak on Restricted Payments, Says Moody's
* Moody's Notes Negative Outlook for US Toll Road Sector in 2013

* Moody's Outlook on Utility/Power Industries Remains Negative
* Moody's Sees Higher Costs for Fertilizer Producers in 2013
* Moody's Assesses Hurricane Sandy's Impact on P&C Insurers

* Carried Interest Thrust Again into Tax Debate
* Justice Department Faces Uphill Battle in Proving S&P Fraud
* Royal Bank of Scotland to Settle Rate-Rigging Case

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

AFFINITY GAMING: Z Capital Angles for Control of Casino Operator
----------------------------------------------------------------
Nick Brown, writing for Reuters, reported that distressed investor
Z Capital Partners has upped its ownership stake in Affinity
Gaming Corp, the latest twist in a brewing dispute over control of
the formerly bankrupt casino operator.

In filings with the U.S. Securities & Exchange Commission on
Monday night and Tuesday afternoon, Z Capital said it raised its
stake in Affinity to 30.5 percent from 24.97 percent, Reuters
related.  The investor has been steadily raising its stake since
first earning an equity share through the company's bankruptcy.

Large investors like Z Capital and Silver Point Capital have also
been buying up shares in Affinity.  Silver Point, the second-
largest shareholder, owned 24.9 percent of Affinity as of
December, according to SEC filings, Reuters said.

Affinity owns hotels and casinos in Nevada, including Primm Valley
Casino Resorts and Terrible's Hotel & Casino, as well as resorts
in Colorado and Missouri, according to Reuters.

Reuters said Z Capital has made no secret of its aim to own a
substantial chunk of Affinity, saying in SEC filings last year
that it may ultimately acquire a controlling stake.  And, in an
Oct. 19 letter to Affinity's board it said it would "seek
representation on the company's board to permit us to fulfill our
fiduciary duty to our own investors." It also heaped praise on
Chief Executive David Ross and his team, saying the "current
management team is an outstanding one that should be fully
supported."

Affinity has not commented publicly on Z Capital's aspirations or
its efforts to earn board membership, and the company declined to
comment for this story but on Dec. 20 Affinity's board updated
bylaws in ways that appear to reduce shareholder influence over
its operations, Reuters further recalled.

Under the new rules, submitted to the Nevada Secretary of State,
directors have discretion to determine suitability of
shareholders, and appointing new directors now requires a
majority, rather than plurality, of stockholder approval, Reuters
related.  The board can also adopt shareholder rights agreements
that would allow it to issue new securities without shareholder
votes, essentially giving it the power to create poison pills.

In its filing on Tuesday, Z Capital hinted that it could sue the
board over the governance changes, saying it reserved the legal
right to challenge the rights agreement, according to Reuters.

Bernard Black, a governance expert and professor at Northwestern
University School of Law, told Reuters the board may be willing to
risk getting sued for the chance to keep control of Affinity's
operations.  "Board members might have adopted the idea of 'Let
them sue us,'" Black told Reuters. "You might think it's not a
great way to think, but they wouldn't be the first board to do
that."

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc., which operated
16 casinos in Nevada, Iowa and Missouri and 6,300 slot machines in
non-casino locations, filed for Chapter 11 protection (Bankr. D.
Nev. Lead Case No. 09-50752) on March 22, 2009.  Thomas H. Fell,
Esq., and Gerald M. Gordon, Esq., at Gordon Silver, represented
the Debtors in their restructuring effort.

The Bankruptcy Court confirmed Herbts' joint plan of
reorganization in January 2010.  Herbst Gaming LLC, the
reorganized entity, changed its name to Affinity Gaming LLC in May
2011.


ALLY FINANCIAL: Swings to $1.2 Billion Profit in 2012
-----------------------------------------------------
Ally Financial Inc. reported net income of $1.4 billion for the
fourth quarter of 2012, compared to net income of $384 million in
the prior quarter and a net loss of $206 million for the fourth
quarter of 2011.  The company reported core pre-tax income of $19
million in the fourth quarter of 2012, compared to core pre-tax
income of $341 million in the prior quarter and a core pre-tax
loss of $172 million in the comparable prior year period.

Also during the fourth quarter, Ally incurred certain charges to
reposition the company.  During the fourth quarter, these charges
included: $94 million pension expense resulting from the company's
strategic decision to de-risk its long-term pension liability
through lump-sum buy-outs and annuity placements for former
subsidiaries; $148 million charge incurred for the early
prepayment of certain Federal Home Loan Bank (FHLB) debt to
further reduce Ally's funding costs; and $46 million in legal,
advisory fees, and other expenses related to the ResCap bankruptcy
and disposition of Ally's international operations.

For the full year 2012, Ally reported net income of $1.2 billion,
compared to a net loss of $157 million in 2011.  The core pre-tax
loss in 2012 totaled $419 million, compared to core pre-tax income
of $11 million in the prior year.  Excluding certain costs to
reposition the company, as well as ResCap's financial results
prior to deconsolidation at the time of its bankruptcy filing,
total impairment of Ally's $442 million equity interest in ResCap,
and a $750 million charge incurred by Ally as part of the
bankruptcy filing, the Company's core pre-tax income totaled
$1.1 billion in 2012 and $865 million in 2011.

"This past year represented another significant step forward in
Ally's evolution and further defining its future path.  A number
of strategic actions were taken that will reshape and strengthen
the company going forward.  Agreements were reached to sell the
international operations at a substantial premium, and steps were
taken to further address the legacy mortgage risks," said Ally
Chief Executive Officer Michael A. Carpenter.  "In addition, our
core auto services and direct banking platforms made substantial
progress amid competitive markets."

"Our U.S. auto finance franchise continued to demonstrate the
strength of its dealer-focused business model with U.S. earning
assets up approximately 18 percent year-over-year, driven by a
more diverse and profitable origination mix," Mr. Carpenter
continued.  "Ally's premium service levels and comprehensive
product offerings are unmatched in the marketplace and have
enabled us to evolve our business model over time to one that is
no longer reliant on exclusive rights to subvented loans, but
rather centered on delivering the best value for dealers and
consumers."

Mr. Carpenter concluded, "The momentum created in 2012 positions
Ally to make additional strides in 2013.  Our focus remains on
delivering strong results from our leading franchises, completing
our strategic transformation, gaining additional efficiencies in
the business and repaying the U.S. Treasury investment."

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

                        http://is.gd/7hoO9M

On Feb. 1, 2013, Ally Financial Inc. closed its previously
announced sale of the Canadian automotive finance operations, Ally
Credit Canada Limited, and ResMor Trust to Royal Bank of Canada.
Ally received approximately $3.7 billion in proceeds upon closing,
which is subject to customary post-closing adjustments, and $400
million of dividends paid following the announcement of the
transaction but prior to close.  The proceeds were calculated
based on an estimate of the net asset value as of the closing date
and will ultimately need to be finalized.  In connection with the
disposition of Ally Canada, Ally filed certain pro forma financial
information, which is available at http://is.gd/n3Wa89

                        About Ally Financial

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

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

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

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

                           *     *     *

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

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

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


ALLY FINANCIAL: Working to Repay Treasury Stock in "Near Future"
----------------------------------------------------------------
Rick Rothacker, Tanya Agrawal and Anil D'Silva, writing for
Reuters, reported that Ally Financial Inc, the U.S. auto lender
that is majority-owned by the U.S. government, is working to repay
$5.9 billion in preferred stock owned by the U.S. Treasury "in the
near future," Chief Executive Officer Michael Carpenter said.

The preferred stock is part of the $17.2 billion that the
government poured into Ally, the former auto lending arm of
General Motors Co, during a series of crisis-era bailouts, the
Reuters report related.  Part of the investment was restructured
into a 74 percent common equity stake.

After the Treasury sells its remaining stock in automaker GM, Ally
will be the largest remaining recipient of bailout dollars,
Reuters said. As of Feb. 15, Ally will have paid $5.9 billion to
the government, including dividends.  In his bid to repay the
Treasury, Mr. Carpenter is streamlining the company to focus on
U.S. auto lending and Internet banking, according to Reuters.

In May, Ally's Residential Capital mortgage unit filed for
bankruptcy in an effort to wipe out liabilities from mortgage-
backed securities sold to investors during the housing boom,
Reuters noted.  Ally has also struck agreements to sell
international operations, which are expected to bring in $9.2
billion in proceeds.

In a report last month, an internal Treasury watchdog said the
agency did not have a concrete plan for getting its money back
from Ally, Reuters recalled.  The agency responded that it can
either sell its stock or sell more Ally assets after the ResCap
bankruptcy and the international sales are completed.

                       Settlement in Question

In a sign of increased tensions in ResCap's bankruptcy case,
Carpenter said Ally could withdraw a $750 million settlement offer
made to creditors last year, according to Reuters.

As part of ResCap's bankruptcy filing in May 2012, Ally agreed to
make the payment in exchange for a release of any possible claims
against the company but in a letter sent to Ally's board in
November, some creditors said the settlement is much less than
Ally's actual liability and that the lender could face damages for
stripping assets from ResCap, Reuters recalled.

Ally is "extremely confident that such claims are completely
without merit," Carpenter said during the conference, according to
Reuters. The lender hopes for a resolution in "the near term" but
"if we have to go the litigation route, we will," he added.

In a letter sent to ResCap's board on Friday and obtained by
Reuters, a group of creditors said there is "no support among the
creditor constituencies" for the settlement "because the amount is
far too low in comparison to the value of the claims that have
been and may be asserted against Ally." The group asked the ResCap
board to terminate the agreement.  A person close to the creditors
said Ally should be paying "billions" to ResCap's creditors,
Reuters said.

Reuters related that as part of the bankruptcy, ResCap reached
agreements to sell mortgage operations and other assets to Ocwen
Financial Corp., Walter Investment Management Corp and Berkshire
Hathaway Inc in an auction last fall. Ocwen's purchase closed last
week, and Carpenter said Berkshire would complete its portfolio
purchase on Tuesday and Ocwen would finalize its deal this month.

Ally's banking unit is also selling a portfolio of mortgage
servicing rights, which Carpenter said has received interest from
a number of bidders. Reuters reported last week that Ocwen was in
the lead to purchase the portfolio of servicing rights.

                        About Ally Financial

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

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

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

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

                           *     *     *

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

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

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


AMERICAN AIRLINES: ALPA Objects to Deal with Republic
-----------------------------------------------------
The Air Line Pilots Association, Int'l. (ALPA), the union that
represents the American Eagle pilots, on Feb. 7 filed a formal
objection to the capacity purchase agreement recently announced
between American Airlines and Republic Airways.  The objection was
filed in the United States Bankruptcy Court for the Southern
District of New York.

The proposed agreement between American and Republic would
severely divert the flying of large regional jets to a competitor
and would needlessly undermine the value of American Eagle,
threatening the livelihood of Eagle's pilots and other employees
at the airline.  American Eagle, a wholly owned subsidiary of AMR,
has provided the substantial majority of regional flying for
American Airlines, which is also an AMR subsidiary.

"The Eagle pilots negotiated and approved a labor agreement that
provides Eagle with market-competitive labor rates for the next
eight years," said Tony Gutierrez, chairman of the Eagle unit of
ALPA.  "This potential deal signifies AMR's huge and unnecessary
commitment to a third-party company at the expense of its own
employees.  If this transaction is approved, it is unclear whether
a viable number of large regional jet opportunities for American
would remain available to Eagle."

In December, the bankruptcy court approved a long-term collective
bargaining agreement between ALPA and Eagle that met cost-savings
targets that Eagle management and AMR represented as necessary for
Eagle to position itself as competitive in the regional airline
industry.  In the pilots' collective bargaining agreement, Eagle
management has committed to "aggressively seek to increase flying
opportunities when it is economical, practical and feasible to do
so, including, but not limited to, bidding on opportunities to
provide additional feed to American Airlines."

Under the proposed agreement, Republic would operate large
regional jets (53 Embraer E175 aircraft) under the American Eagle
brand with service to start in June 2013 and continue to increase
through 2015.  The agreement will then extend through 2027, as it
will run for 12 years from each of the covered aircraft's entry
into service.

"Given the lack of disclosure of the economic considerations that
led to this contract, the relationship of this agreement to AMR's
strategic choices, and the lack of consideration for Eagle's
interests, we believe that the Court should decline to approve the
Republic motion," states the objection submitted by ALPA.

Founded in 1931, ALPA -- http://www.alpa.org-- is the world's
largest pilot union, representing more than 53,000 pilots at 37
airlines in the United States and Canada.

                     About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Travelport Seeks Court's Help in Legal Battle
----------------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports Travelport
Ltd., whose technology is used to search for and compare airfares,
is asking a bankruptcy court for help in an ongoing antitrust
battle with American Airlines.

                     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 disclosed $24.72 billion in total assets and $29.55 billion in
total liabilities as of Sept. 30, 2011.

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.

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: Moody's Rates $450MM Sr. Debt Facilities 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to American Renal
Holdings, Inc.'s proposed USD450 million senior secured credit
facilities, consisting of a USD50 million revolver expiring 2018
and a USD400 million term loan B due 2019. In addition, Moody's
assigned a Caa1 rating to the proposed USD240 million senior
secured second lien term loan due 2020. American Renal's B2
Corporate Family Rating and B2-PD Probability of Default Rating
are affirmed. The outlook is stable.

Proceeds from the new credit facilities will be used to refinance
existing debt, pay a USD200 million special dividend to
shareholders and cover transaction fees and expenses associated
with the refinancing.

Following is a summary of Moody's ratings actions for American
Renal Holdings, Inc.:

American Renal Holdings, Inc.:

Ratings Assigned:

USD50 million senior secured revolving credit facility expiring
2018 at Ba3 (LGD 3, 31%)

USD400 million senior secured term loan B due 2019 at Ba3 (LGD
3, 31%)

USD240 million senior secured second lien term loan due 2020 at
Caa1 (LGD 5, 84%)

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Speculative Grade Liquidity Rating, SGL-2

Ratings to be withdrawn:

USD37.5 million senior secured revolver expiring 2015, Ba3
(LGD2, 23%)

USD250 million 1st lien senior secured notes due 2018, B1 (LGD3,
32%)

American Renal Holdings Company, Inc.:

USD125 million senior PIK toggle notes due 2016, Caa1 (LGD5,
86%)

Ratings Rationale

American Renal's B2 Corporate Family Rating is prospective given
its aggressive financial policy, which is characterized by its
high leverage and the disbursement of about USD330 million in debt
financed dividends over the past two years. The rating also
reflects the company's modest size and Moody's expectation that
American Renal will use available cash flow to aggressively grow
through the development of de novo centers. Finally, the rating
reflects the risks associated with its sole focus on the dialysis
services marketplace and its high concentration of revenues from
government based programs.

The rating does benefit from the company's unique strategy of
developing clinics in partnership with practicing nephrologists,
which has resulted in favorable operating performance and fairly
rapid maturation of newly developed centers. The rating also
reflects the relatively stable business profile characterized by
increasing incidences of end stage renal disease (ESRD) and the
medical necessity of the service provided.

The stable rating outlook reflects Moody's expectation that the
company will continue to recruit and partner with nephrologists,
which should drive treatment and top line growth; however, it will
also constrain the majority of available free cash flow. The
stable outlook also encompasses Moody's expectation that the
company will delever to about 6.5 times by the end of fiscal 2013.

Moody's could downgrade the rating should the company take on
additional debt to fund either an acquisition or additional
dividends, such that leverage fails to decline below 6.5 times
over the next 12 months. Additionally, Moody's could downgrade the
ratings if it anticipates that the company will have negative free
cash flow coverage of debt for a sustained period of time.

Though not anticipated in the near-term, a rating upgrade could be
considered if American Renal substantially increases its size,
while geographically diversifying its clinics. More specifically,
if the company improves operating results or repays debt, such
that adjusted debt to EBITDA is sustained below 4.5 times and free
cash flow to adjusted debt reaches around 8%, Moody's could
upgrade the ratings.

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

Headquartered in Beverly, MA, American Renal Holdings, Inc.
(American Renal) is a provider of outpatient dialysis services to
patients with chronic kidney failure. As of September 30, 2012,
American Renal operated 125 centers in 21 states and the District
of Columbia. The centers are jointly owned by nephrologists
partners. The company provides managerial, accounting, financial,
technological and administrative support services to the joint
venture partners.


ATP OIL & GAS: Judge Refuses to Give Quick Approval of New Loan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. proposed a new loan the
creditors' committee called "shocking and offensive" in view of an
"outrageous original issue discount" requiring the oil and gas
exploration and production company to repay $142 million while
receiving only $99 million.

According to the report, ATP wanted U.S. Bankruptcy Judge Marvin
Isgur in Houston to approve the new loan on four days' notice.  He
told the company at a Feb. 5 hearing to return to court on Feb. 11
for interim approval, if the company can overcome creditor
opposition.

The committee, the report relates, said it intends to file a
motion soon for appointment of a Chapter 11 trustee.  Although the
creditors concede there is a need for new funding, the committee
believes conversion of the reorganization to liquidation in
Chapter 7 is preferable to approving the new loan with its
"exorbitant and unprecedented fees."

According to the report, the committee takes the position the new
loan is designed so secured lenders receive possibly all of the
"upside" otherwise going to other creditors.

Prior violation of the loan enabled the lenders to force ATP into
selling assets.  Judge Isgur scheduled an auction for the shallow-
water properties on Feb. 26.  He will hold a hearing on Feb. 14 to
approve auction procedures for ATP's deep-water properties.

The report recounts that ATP received approval in September for
$250 million in new borrowing power as part of a financing that
converts about $365 million in pre-bankruptcy secured debt into a
post-bankruptcy obligation.

New financing is from some of the same lenders owed $365 million
on a first-lien loan where Credit Suisse 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 percent second-lien notes last traded
at 3:57 p.m. on Feb. 6 for 3.625 cents on the dollar, a 50%
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.


BEAZER HOMES: Closes Offering of $200 Million Senior Notes
----------------------------------------------------------
Beazer Homes USA, Inc., completed its offering of $200 million of
7.250% Senior Notes due 2023.

The Notes were initially sold pursuant to a purchase agreement,
dated Jan. 29, 2013, among the Company, the wholly-owned
subsidiaries named as guarantors and Credit Suisse Securities
(USA) LLC.

On Feb. 1, 2013, the Company used a portion of the net cash
proceeds from the offering of the Notes to pre-fund the redemption
of all $172,454,000 in aggregate principal amount outstanding of
its 6-7/8% Senior Notes due 2015.  The 2015 Notes will be redeemed
at 101.146% of the principal amount, plus accrued and unpaid
interest to the redemption date, which is Feb. 19, 2013.

                          Conference Call

The Company held a conference call on Jan. 31, 2013, announcing
its results of operations for the fiscal quarter ended Dec. 31,
2012.

"The first quarter represented very good progress in our path to
profitability," said  Allan Merrill, the company's chief executive
officer.  "We were able to report year over year improvements in
virtually every major financial metric including revenue, gross
margins, SG&A and adjusted EBITDA.  These results stem from both
an improving housing market and our improving internal
operations."

For the quarter, the Company generated $7.7 million in positive
adjusted EBITDA, up $3.9 million from last year.  The Company
recorded 932 new home orders, an increase of 29%, driven by
improvements in absorption rates and a significantly lower
cancellation rate.  The Company closed 1,038 new homes, up 20%.

A copy of the conference call transcript is available at:

                        http://is.gd/kyMgzM

                           Annual Meeting

At the Company's annual meeting of stockholders held on Feb. 1,
2013, stockholders:

   (1) elected Elizabeth S. Acton, Laurent Alpert, Brian
       C. Beazer, Peter G. Leemputte, Allan P. Merrill, Norma A.
       Provencio, Larry T. Solari and Stephen P. Zelnak, Jr., to
       serve as directors until the next annual meeting of
       stockholders and until their successors are elected and
       qualified;

   (2) ratified the selection of Deloitte & Touche LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Sept. 30, 2013;

   (3) voted for, on a non-binding, advisory basis, the
       compensation paid to the Company's named executive
       officers;

   (4) voted for a proposal to amend the Company's Amended and
       Restated Certificate of Incorporation to decrease the
       authorized number of shares of the Company's common stock
       from 100,000,000 to 63,000,000;

   (5) approved the amendment to the Company's Amended and
       Restated Certificate of Incorporation to extend the term of
       a protective amendment designed to help preserve certain
       tax benefits primarily associated with the Company's net
       operating losses; and

   (6) approved a new Section 382 Rights Agreement to become
       effective upon the expiration of the Company's existing
       Section 382 Rights Agreement, to help continue to protect
       the tax benefits primarily associated with the Company's
       net operating losses.

The Company filed the Charter Amendment with the Delaware
Secretary of State on Feb. 4, 2013, and it became effective on
that date.  A copy of the Charter Amendment is available for free
at http://is.gd/kTpkmr

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2012, showed $1.92 billion
in total assets, $1.67 billion in total liabilities and $242.61
million in total stockholders' equity.

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

                           *     *     *

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

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
Caa1 from Caa2 and probability of default rating to Caa1-PD from
Caa2-PD.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BEECHCRAFT HOLDINGS: To Exit Ch. 11 With 'B+' Corporate From S&P
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Beechcraft Holdings LLC.  The outlook
is stable.  At the same time, S&P is assigning its preliminary
'BB-' issue rating and preliminary '2' recovery rating to the $375
million term loan, indicating S&P's expectation of substantial
(70%-90%) recovery in the event of payment default. S&P will
assign final ratings upon emergence from bankruptcy.

"The ratings on Beechcraft reflect our expectations that the
company will emerge from bankruptcy with much lower leverage and
that the elimination of the business jet manufacturing business,
which has been losing money and market share in recent years,
should result in solid revenues and earnings growth from the
remaining businesses," said Standard & Poor's credit analyst
Christopher DeNicolo.  Cash generation should also improve due to
lower interest expense and improved operations, enabling debt
reduction and therefore strengthening credit measures over the
next 12 months.

S&P assess the company's business risk profile as "weak," as
defined in S&P's criteria, reflecting its position as a well-
established manufacturer of turboprops and piston aircraft, which
the cyclical and competitive nature of the business aviation
market, limited end-market diversity, and uncertain long-term
prospects for its military trainers and attack aircraft offset.
S&P assess the company's financial risk profile as "aggressive"
based on the company's reduced leverage and "adequate" liquidity,
but limited free cash flow in the next two years due to high
capital expenditure and working capital requirements.

Beechcraft, formerly known as Hawker Beechcraft Acquisition Corp.,
recently announced plans to emerge from Chapter 11 bankruptcy.
Its predecessor filed for bankruptcy in May 2012 after continued
losses related to the downturn in business aviation resulted in
the company's inability to meet payments on debt obligations.  In
association with emergence, the company is issuing a $375 million
term loan, the proceeds of which it will use primarily for the
repayment of the debtor-in-possession facility, as well as cure
payments and other bankruptcy related costs, and to provide
initial liquidity.  As part of its plan of reorganization,
approximately $2.6 billion of debt was forgiven, warranties for
certain aircraft models were voided, and the company ceased
production of business jets, including the Hawker 4000, 900, and
Premier.  The company will now be primarily owned by its secured
creditors, which will receive 86% of the equity value.

Leverage and other credit measures will be much better than before
bankruptcy, although still aggressive, and S&P expects 2013 pro
forma debt to EBITDA of about 3.8x, funds from operations (FFO) to
debt of about 20%, and EBITDA interest coverage of 3.5x-4x.  S&P
also expects revenues and earnings to improve significantly in
2013 and 2014 due to the return of customers that were wary of
ordering during the bankruptcy, the elimination of bankruptcy-
related supplier disruptions, some improvement in the general
aviation market, and efforts to improve products and reduce costs.
However, cash generation over the period will be constrained by
investments in capital expenditures and working capital, but still
enough to reduce debt in excess of required amortization.  S&P
believes this could result in debt to EBITDA of 1.5x-2x and FFO to
debt above 30% in 2014, but there is still some uncertainty of how
successful the company will be achieving these results post-
bankruptcy.

The newly re-organized company will operate in three business
segments: Business and General Aviation (B&GA; 55% of estimated
2013 sales), which includes the popular King Air models as well as
Barons and Bonanza piston planes; Global Customer Support (GCS;
32%), the service portion of the business; and Beechcraft Defense
Co. (BDC; 13%), which produces military trainers and light attack
aircraft.  The King Air brand is well positioned in the turboprops
segment of the market, and the company hopes to gain additional
share through planned product enhancements.  In addition, the
company has historically been successful selling special mission
versions of the King Air to militaries and other government
agencies, although orders declined during the bankruptcy partly
because of uncertainty about the company's possible owner upon
emergence.  On the defense side of the business, the primary
program is to provide T-6 trainers to the U.S. Air Force and Navy
through 2015 under the Joint Primary Aircraft Training System
(JPATS) contract.  The company has also sold T-6s to foreign
customers and there could be additional international demand, as
well service and upgrades to the U.S. aircraft.  The company is
also developing a light attack version, the AT-6, for primarily
foreign customers, although prospects for this model are
uncertain.

While demand for business jets remains weak since the drop off in
2009, the market for turboprops and pistons has started to show
signs of life as this segment of the business aviation market
becomes more attractive in the face of high fuel prices.
Inventory levels for used turboprops have started to come down
from 2011 levels, and shipments of both turboprops and piston
aircraft picked up slightly in 2012.  For 2012, Beechcraft's
deliveries are still down compared with the prior year because of
customer avoidance during the bankruptcy, bankruptcy-related
supply chain disruptions, and operating inefficiencies associated
with the transfer of production to the Mexico facility.  S&P
believes that demand for Beechcraft's products will remain muted
through 2013 due to overall market conditions and customer
uncertainty in the company's products as they emerge from
bankruptcy.  S&P also believes sales at GCS will improve, as
customers had reservations about servicing aircraft with an
organization in bankruptcy.  A key focus of management will be
restoring customer confidence as they emerge from bankruptcy this
month.

Product diversity is limited as the company attempts to refocus
operations after emergence and exit business jet manufacturing.
On the commercial side, Beechcraft produces three King Air models
(350ER/350i, 250, C90), which have strong brand and market
presence.  Beechcraft primarily sells King Air 350s to commercial
customers, but about 45% are high-margin "special mission"
vehicles used to perform functions such as air ambulance, cargo,
search and rescue, and electronic intelligence gathering.
Beechcraft also manufactures Baron and Bonanza models, which are
smaller piston engine aircraft used for personal travel and serve
as an introductory product for customers who may eventually
upgrade to a King Air.  On the military side, the T-6 aircraft are
used as trainers for the U.S. Air Force and Navy under the JPATS
program.

Before the bankruptcy, the company began to focus on cost cutting
and efficiency improvements, but the decline in demand for
business jets and other issues overwhelmed these initiatives.
Beechcraft has since undertaken efforts including workforce
reduction, rationalizing operations and facilities, and
outsourcing.  The company has taken additional cost-saving efforts
in bankruptcy, including further headcount reductions, footprint
downsizing, and manufacturing overhead and general and
administrative cost reduction.  Beechcraft is also planning
additional right-sizing and sales of facilities and inventory.
The company has also reduced pension costs by transferring certain
pension plans to the Pension Benefit Guaranty Corp., freezing its
hourly plan, and implementing a defined contribution plan for its
workforce.  Overall profitability should improve gradually as
shipments and prices increase, the business aviation market
improves, operating efficiency initiatives begin to materialize,
and investments in upgrades translate into more attractive
products and higher sales.  S&P expects EBITDA margins to be in
the mid- to high-single digits in 2013 and improve to more than
10% in 2014.

The outlook is stable.  Revenues and earnings should increase
materially in 2013 and 2014 due to higher deliveries, especially
of King Airs; the return of customers that were reluctant to order
from a company in bankruptcy; and the benefits of cost reductions
and efficiency improvements taken during bankruptcy.  S&P expects
that higher earnings and debt reduction using excess free cash
flow should result in steadily improving credit ratios.  S&P do
not expect to raise the ratings in the next year but could do so
if cash flow and debt reduction is greater than it expects,
resulting in debt to EBITDA below 3x and FFO to debt above 30%.
S&P is also unlikely to lower the ratings but could do so if
lower-than-expected earnings result in debt to EBITDA increasing
above 5x or FFO to debt declining below 15%.


BEHRINGER HARVARD FUND: Founder Permanently Disabled, Quits as GP
-----------------------------------------------------------------
Robert Behringer informed Behringer Harvard Short-Term Opportunity
Fund I LP that, as of Jan. 31, 2013, he has received a medical
diagnosis of a condition affecting his speech causing
Mr. Behringer to be permanently disabled.  As a result, an Event
of Withdrawal has occurred under the Fund's Amended and Restated
Agreement of Limited Partnership, and Mr. Behringer has ceased to
be a general partner of the Fund.  Behringer Harvard Advisors II
LP remains as a general partner of the Fund.  Mr. Behringer also
informed the Fund that he has resigned as Chairman of the Advisor
effective Jan. 31, 2013.

                       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.


BERNARD L MADOFF: Brother Agrees to Pay $90-Mil. in Picard Suit
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Bernard L.
Madoff's brother, Peter, agreed to shell out $90.4 million
Wednesday to settle the clawback suit brought by the trustee
liquidating the Ponzi schemer's collapsed firm, months after being
handed a 10-year prison sentence for his role in the scandal.

Trustee Irving Picard's suit targeting Peter Madoff and others
members of the extended family seeks $255 million in allegedly
illegal transfers that he said belongs to Bernard L. Madoff
Investment Securities LLC customers, the report related.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
various appeals has limited Mr. Picard's ability to distribute
recovered funds.


BIG RIVERS: Fitch Cuts Rating on Series 2010A Bonds to 'BB'
-----------------------------------------------------------
Fitch Ratings has downgraded the rating on Big Rivers Electric
Corporation's $83.3 million County of Ohio, KY's pollution control
refunding revenue bonds series 2010A to 'BB' from 'BBB-'.

The Rating Outlook is revised to Negative.

Security

The bonds are secured by a mortgage lien on substantially all of
the Big Rivers' owned tangible assets, which include the revenue
generated from the sale or transmission of electricity.

Sensitivities/Rating Drivers

SPECULATIVE GRADE RISK: The rating downgrade and Outlook revision
reflect Fitch's view that the credit quality of Big Rivers has
become increasingly speculative, following the recent decisions by
Alcan Primary Products Corporation and Century Aluminum Co. to
terminate their respective power supply agreements with Big
Rivers.

SALES DOMINATED BY SMELTERS: Alcan and Century both own and
operate large aluminum smelting facilities served by Big Rivers,
through its largest member Kenergy Corp. Together the two
facilities account for approximately 65% and 70% of Big Rivers'
total energy sales and revenues, respectively.

INCREASED RELIANCE ON WHOLESALE MARKET: Long-term stability at Big
Rivers is likely to become increasingly reliant on less
predictable off-system sales and related margins following closure
of the smelting facilities. The use of cash reserves will
partially mitigate this risk, but prevailing low power prices will
stress results.

ABUNDANT LOW COST RESOURCES: Big Rivers benefits from abundant
low-cost coal-fired power resources and an average wholesale
system rate ($39.07/MWh in 2011, net of credits) that is
regionally competitive and among the lowest in the nation.

SUBJECT TO RATE REGULATION: The electric rates charged by Big
Rivers and its members are regulated by the Kentucky Public
Service Commission (KPSC), which could limit the cooperative's
financial flexibility and may delay the timing or amount of
necessary rate increases.

LIQUIDITY SOLID BUT FINANCIAL RESULTS UNCERTAIN: Big Rivers
reported cash of $113.25 million at Sept. 30, 2012, excluding
restricted funds available for member rate mitigation. Funds are
available to support operations and may be used to meet the
cooperative's June 2013 scheduled debt maturity ($58.8 million).
Longer-term financial forecasts are being developed.

WHAT COULD TRIGGER A RATING ACTION

INABILITY TO FIND ACCEPTABLE PURCHASERS: Extended overreliance on
short-term power sales as a replacement for the Century and Alcan
agreements to meet debt service payments.

INSUFFICIENT REGULATORY SUPPORT: Inadequate or untimely support by
the KPSC would be viewed negatively.

IMPLEMENTATION OF REASONABLE MITIGATION PLAN: Implementation of a
mitigation plan that maintains reasonable financial and operating
stability would be supportive of credit quality.

Credit Profile

Big Rivers provides wholesale electric and transmission service to
three electric distribution cooperatives. These distribution
members provide service to a total of about 112,500 retail
customers located in 22 western Kentucky counties. Kenergy
Corporation, the largest of the three systems, is unique in that
its electric load is dominated by two aluminum smelting
facilities, owned and operated by Alcan and Century.

CENTURY AGREEMENT TERMINATED AUGUST 2012

Under the power supply agreements between Kenergy and the
smelters, which expire in 2023, the smelters are required to take-
or-pay for specific quantities of energy, irrespective of their
needs. The contracts further provide for termination on one years'
notice without penalties subject to certain conditions including
the termination and cessation of all aluminum smelting operations
at the relevant facilities.

On Aug. 20, 2012, Century issued a notice to terminate its power
agreement with Big Rivers and stated its intent to close its
Hawesville, KY smelter. Century claimed that the smelter was not
economically viable despite electric rates well below the national
average.

BIG RIVERS IMPLEMENTS MITIGATION PLAN

Big Rivers began looking into alternative arrangements with other
power purchasers to redeploy its excess generating capacity
immediately after the Century notice, consistent with the
mitigation plan previously developed by management to address the
potential loss of aluminum smelter load. In addition, Big Rivers
has also filed for an increase in rates with the Kentucky Public
Service Commission to eliminate anticipated short-falls in revenue
as a result of the loss of the Century smelting load. The filing,
submitted on Jan. 15, 2013, requests an increase in total revenue
of $74.5 million or 21.4%.

ALCAN FOLLOWS WITH TERMINATION NOTICE

Alcan delivered notice to Big Rivers' on Jan. 31, 2013 of its
decision to terminate its power supply agreement noting, in
particular, the Jan. 15, 2013 rate filing and anticipated increase
in electric rates. Similar to the Century notice, Alcan stated
that the planned rate increase would make the smelting facility in
Robards, KY unprofitable, and that all smelting operations would
be ceased at the end of the one-year notice period.

Closure of the smelting facilities has significant potential
implications for Big Rivers, which has acknowledged that the
termination notices are valid. Besides the impact of the loss of
some 1,400 plant workers, the remaining residential and commercial
customers of Big Rivers will most likely have to absorb
meaningfully higher rates, with the increase reflecting the
amount, pricing and contractual provisions of surplus power sold
to new customers.

Big Rivers has redoubled its efforts to secure alternative power
supply customers in the wake of the Alcan notice, but future firm
contractual arrangements are unlikely over the near term. As a
result, it is expected that Big Rivers will seek to modify its
request for rate relief from the KPSC to reflect the loss of the
full smelter load over time.

Fitch notes that Big Rivers and Kenergy have also reportedly
entered into negotiations with Century to enter into an agreement
to assist Century to access market power in order to keep the
smelting operations open beyond Aug. 20, 2013. Alcan has requested
a similar accommodation. Fitch expects that any such accommodation
would be part of broader plan to address the operating and
financial effect on Big Rivers

FUTURE FINANCIAL RESULTS UNCLEAR

Big Rivers margins are expected to remain adequate to service
financial obligations through at least August 2013 since both
Century and Alcan remain obligated to make all required payments
to Kenergy. For the nine months ended Sept. 30, 2012, Big Rivers
reported operating revenue, earnings before interest, taxes and
depreciation and net margins, that were all largely in line with
budget, and the same nine month period through 2011.
Positively, Big Rivers reported cash and cash equivalents of
$113.25 million at Sept. 30, 2012, excluding additional amounts
held as special, restricted funds available for member rate
mitigation. Big Rivers' unrestricted funds are available to
support operations and may be used to meet the cooperative's June
2013 scheduled debt maturity ($58.8 million).

As time passes, however, it will be necessary for Big Rivers' to
develop and implement a revised business and financial plan that
captures the related regulatory decisions, contractual
negotiations and anticipated revenue volatility, and for Fitch to
assess the impact on the cooperative's ability to meet scheduled
debt service payments.

For additional information on the rating, see Fitch's report, 'Big
Rivers Electric Corporation', dated Aug. 31, 2011.


BIG RIVERS: Moody's Cuts Rating on $83.3 Million Bonds to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured rating of
USD83.3 million of County of Ohio, Kentucky (the county) Pollution
Control Refunding Revenue Bonds (Big Rivers Electric Corporation
Project) to Ba1 from Baa2. The rating, which had been placed under
review for downgrade on August 21, 2012, remains under review for
further downgrade.

"The rating downgrade related to the aforementioned bonds, which
were previously issued by the county on behalf of Big Rivers
Electric Corporation (BREC), reflects the significantly increased
financial and operating risks for BREC due to the January 31, 2013
announcement by Alcan Corporation that its subsidiary, Alcan
Primary Products Corporation (Rio Tinto Alcan) issued a 12-month
notice to terminate its power contract with BREC", said Kevin
Rose, Vice President-Senior Analyst.

This announcement follows the August 20, 2012 announcement by
Century Aluminum Company that its subsidiary, Century Aluminum of
Kentucky issued a 12-month notice to terminate its power contract
with BREC. Both announcements cite that smelter operations at Rio
Tinto Alcan's Sebree smelter and Century's Hawesville smelter are
not economically viable with current contract power rates and
under current market conditions.

"On a combined basis, one of BREC's three member-owners, Kenergy
Corp., has been serving the two aluminum smelters comprising
roughly two-thirds of BREC's annual energy sales and accounting
for just under 60% of its system demand and in excess of 60% of
annual revenues", Rose added.

Despite the fact that BREC will continue receiving revenues from
base energy charges over the respective 12 month notice periods
(ending August 20, 2013 in the case of Century and January 31,
2014 in the case of Rio Tinto Alcan), the rating remains under
review for downgrade, reflecting the uncertainty concerning BREC's
mitigation strategies under consideration, including whether BREC
will obtain approval from the Kentucky Public Service Commission
(KPSC) for significant rate increases to address anticipated
revenue shortfalls.

Moody's noted that BREC is among the few electric generation and
transmission cooperatives subject to rate regulation, which can
sometimes pose challenges in implementing timely rate increases.
In addition to monitoring the recently filed request for a rate
increase at the KPSC, the rating review will also consider BREC's
prospects for mitigating the impact from the termination notices
through other steps, including through shoring up liquidity,
entering into bilateral sales arrangements; making short-term off
system sales in the wholesale market; participating in the
capacity markets; temporarily idling generation and reducing
staff; and possibly selling generating assets.

BREC filed a rate case with the KPSC on January 15, 2013, seeking
approval for a USD74.5 million rate increase. While the
substantial majority of this sizable request is due to impending
load loss when Century's notice period expires, additional amounts
would make up for declining margins from off system sales and
other cost pressures. The actual percentage rate impact would vary
by customer class and Moody's notes the availability of funds in
the economic and rural economic reserve accounts that can be used
to offset the significant impact for the non-smelter customer
classes. Since filing its rate case in January, BREC has responded
to additional data requests from the KPSC and is requesting that
new rates become effective August 20, 2013. If the case is not
decided by then, BREC would be permitted under state statutes to
implement the rate increase, subject to refund, pending a final
KPSC decision in the rate case.

In terms of liquidity, BREC has a cash balance in excess of USD100
million available to repay its impending USD58.8 million tax-
exempt debt maturity on June 1, 2013 and external liquidity is
currently comprised of USD100 million of multi-year revolving
credit facilities evenly split between National Rural Utilities
Cooperative Finance Corporation and CoBank. Maintaining bank
facilities to supplement its internally generated cash flow in the
face of existing challenges will be integral to BREC's credit
profile going forward.

In light of the rating review for possible downgrade and the
uncertainty at BREC that persists following the announcements by
Century and Rio Tinto, the rating is not likely to be upgraded or
stabilized in the near term. Several factors are likely to cause
us to further lower BREC's rating including Moody's assessment of
the likelihood of success in implementing the numerous mitigation
strategies on the drawing board. Of particular interest to the
rating review is the degree to which BREC's future financial
results will depend upon the margins from the unregulated
wholesale power market through both short-term and long-term off-
system sales as well as Moody's assessment of the cooperative's
ability to secure needed rate increases from the non-smelter
member load. The rating could also be negatively affected should
efforts to shore up external liquidity sources fail to meet
Moody's understanding of BREC's near-term objectives. Further,
downward rating pressure could occur should environmental capital
requirements increase substantially particularly with the lack of
a clear regulatory mechanism in place.

The principal methodology used in this rating was U.S. Electric
Generation & Transmission Cooperatives published in December 2009.

Big Rivers Electric Corporation is an electric generation and
transmission cooperative headquartered in Henderson, Kentucky and
owned by its three member system distribution cooperatives?
Jackson Purchase Energy Corporation; Kenergy Corp; and Meade
County Rural Electric Cooperative Corporation. These member system
cooperatives provide retail electric power and energy to
approximately 113,000 residential, commercial, and industrial
customers in 22 Western Kentucky counties.


BLACKBOARD INC: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Washington, D.C.-based Blackboard Inc.  The
outlook is stable.  At the same time, S&P affirmed its 'B+' issue-
level rating (one notch higher than the corporate credit rating)
on Blackboard's proposed $375 million incremental term loan B-2,
with a recovery rating of '2',indicating substantial (70% to 90%)
recovery of principal in the event of a payment default.

S&P believes Blackboard Inc.'s "highly leveraged" financial risk
profile more than offsets the company's "fair" business risk
profile.  S&P estimates pro forma year-end 2012 adjusted leverage
to be about 7.6x following the recent acquisitions of Moodlerooms
and NetSpot.  "The company plans to use the incremental $375
million term loan B-2 largely to repay existing debt, and we do
not expect the loan to have a material impact on leverage," said
S&P's credit analyst Jacob Schlanger.  S&P expects leverage to
remain at the mid-7x level for the next year, given modest
availability of free operating cash flow to pay down debt.

Blackboard has a leading position in the educational technology
market, with its products allowing users to deliver Web-based
teaching, course and content management, community collaboration,
rapid communication, and on- and off-campus e-commerce
facilitation.  While the company derives more than half of its
revenues from the higher education market, the 2011 acquisition of
Edline enabled it to solidify its position and cross-sell its
products in the K-12 market as well.  In addition, the recent
purchase of Moodlerooms and NetSpot will enable the company to
further its offerings in the open source market.  The acquired
companies, now a part of Blackboard's new Education Open Source
Services group, are complementary to the company's existing
product portfolio and support their efforts to service a more
value-oriented customer segment.

The stable outlook reflects S&P's expectations that Blackboard's
leading market position and significant base of recurring revenues
will support consistent revenue growth and operating margins.  S&P
considers an upgrade to be unlikely over the near term given the
company's highly leveraged capital structure.  S&P could lower the
rating if increased competition lead to a deteriorating market
position or profitability, or if further debt-financed
acquisitions cause leverage to approach 8x.


BON-TON STORES: Unit Merges with Bon-Ton Giftco LLC
---------------------------------------------------
The Bon-Ton Giftco, Inc., a subsidiary of The Bon-Ton Stores, Inc.
(the "Parent"), merged with and into The Bon-Ton Giftco, LLC, with
Bon-Ton Giftco as the surviving entity.

In connection with the Bon-Ton Giftco Merger, on Jan. 31, 2013,
Parent, The Bon-Ton Department Stores, Inc., a wholly-owned
subsidiary of the Parent, Bon-Ton Giftco and certain subsidiaries
of the Issuer, as guarantors, entered into each of:

   (1) the Third Supplemental Indenture with The Bank of New York
       Mellon, as trustee under the indenture governing the
       Issuer's 10 1/4% Senior Notes due 2014;

   (2) the Second Supplemental Indenture with Wells Fargo Bank,
       National Association, as trustee under the indenture
       governing the Issuer's 10 5/8% Second Lien Senior Secured
       Notes due 2017;

   (3) Supplement No. 1 to the Second Lien Security Agreement by
       and among the Issuer, Bon-Ton Giftco and Wells Fargo Bank,
       National Association, as trustee and collateral agent;

   (4) the Omnibus Joinder Agreement to Loan Documents by and
       among Bon-Ton Giftco, as new guarantor, the Issuer, as
       borrower agent, and Bank of America, N.A., as
       administrative agent and co-collateral agent; and

   (5) the Guaranty by Bon-Ton Giftco, as new guarantor, in favor
       of Bank of America, N.A., as agent, the lenders and the
       other secured parties.

The Bon-Ton Giftco Supplemental Indentures amend the Issuer's
existing indentures to include Bon-Ton Giftco as a guarantor under
each of the notes.  The Bon-Ton Giftco Security Agreement
Supplement added Bon-Ton Giftco as a grantor under the Second Lien
Security Agreement, by and among the Issuer, the Parent and the
other signatories thereto, dated as of July 9, 2012.  The Bon-Ton
Giftco Joinder joins Bon-Ton Giftco as a guarantor under the
Second Amended and Restated Loan and Security Agreement, dated as
of March 21, 2011, as amended by the First Amendment to Second
Amended and Restated Loan and Security Agreement, dated as of
Oct. 25, 2012, by and among the Issuer, Carson Pirie Scott II,
Inc., Bon-Ton Distribution, Inc., McRIL, LLC and The Bon-Ton
Stores of Lancaster, Inc., as borrowers, each of the other
obligors party thereto, the lenders party thereto, Bank of
America, N.A., as agent, and the other agents and arrangers from
time to time party thereto, and each other Loan Document.

The Bon-Ton Giftco Guaranty requires Bon-Ton Giftco to guarantee
obligations incurred under the Loan Agreement and the other Loan
Documents.  The amendments to the Bon-Ton Giftco Supplemental
Indentures were effected pursuant to a provision in each of the
indentures that permits the Issuer, the Guarantors and the
applicable trustee to amend each of the indentures without notice
to or consent of any noteholder in order to provide for the
assumption of a Guarantor's obligations to holders of notes in the
case of a merger of a Guarantor.

On Feb. 2, 2013, Carson Pirie Scott II, Inc., a Mississippi
corporation, subsidiary of the Parent and a Guarantor of the
Notes, will merge with and into Carson Pirie Scott II, Inc., a
Florida corporation, with the Carson Pirie as the surviving
entity.  In connection with the Carson Pirie Merger, on Feb. 2,
2013, the Issuer, Carson Pirie and the Guarantors, entered into
each of:

   (1) the Fourth Supplemental Indenture with The Bank of New York
       Mellon, as trustee under the indenture governing the 2014
       Notes Supplemental Indenture;

   (2) the Third Supplemental Indenture with Wells Fargo Bank,
       National Association, as trustee under the 2017 Notes
       Supplemental Indenture;

   (3) Supplement No. 2 to the Second Lien Security Agreement by
       and among the Issuer, Carson Pirie and Wells Fargo Bank,
       National Association, as trustee and collateral agent;

   (4) the Joinder Agreement to Loan Agreement by and among Carson
       Pirie, as new borrower, the Issuer, as borrower agent, and
       Bank of America, N.A., as administrative agent and co-
       collateral agent; and

   (5) the Guaranty by Carson Pirie, as new guarantor, in favor of
       Bank of America, N.A., as agent, the lenders and the other
       secured parties.

The Carson Pirie Supplemental Indentures amend the Issuer's
existing indentures to include Carson Pirie as a guarantor under
each of the notes.  The Carson Pirie Security Agreement Supplement
added Carson Pirie as a grantor under the Second Lien Security
Agreement.  The Carson Pirie Joinder joins Carson Pirie as a
borrower and a guarantor under the Loan Agreement and each other
Loan Document.  The Carson Pirie Guaranty requires Carson Pirie to
guarantee obligations incurred under the Loan Agreement and the
other Loan Documents.  The amendments to the Carson Pirie
Supplemental Indentures were effected pursuant to a provision in
each of the indentures that permits the Issuer, the Guarantors and
the applicable trustee to amend each of the indentures without
notice to or consent of any noteholder in order to provide for the
assumption of a Guarantor's obligations to holders of notes in the
case of a merger of a Guarantor.

A complete copy of the Form 8-K is available for free at:

                        http://is.gd/a2ux2c

                       About Bon-Ton Stores

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

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

                           *     *     *

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

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


CAESARS ENTERTAINMENT: $1.5-Bil. of Sr. Notes Priced at 97.5%
-------------------------------------------------------------
Caesars Entertainment Corporation said that its wholly owned
subsidiaries, Caesars Operating Escrow LLC and Caesars Escrow
Corporation, intends to offer, through a private placement, 9%
senior secured notes due 2020, subject to market and other
conditions.

On Feb. 4, 2013, the Escrow Issuers priced $1,500,000,000
aggregate principal amount of 9% senior secured notes due 2020 at
an issue price of 97.50%, plus accrued interest, if any, from
Feb. 15, 2013.  The notes are being offered in a private offering
that is exempt from the registration requirements of the
Securities Act of 1933, as amended.  The closing of the offering
is subject to a number of conditions.  Upon the satisfaction of
certain conditions, Caesars Entertainment Operating Company, Inc.,
will assume the Escrow Issuers' obligations under the notes.

                    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.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.


CAPITOL BANCORP: Delaware Trust Had 5% Ownership as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, the Delaware Charter Guarantee & Trust
Company dba Principal Trust Company as Trustee for the Capitol
Bancorp Limited Retirement Plan disclosed that, as of Dec. 31,
2012, it beneficially owns 2,267,268 shares of common stock of
Capitol Bancorp Ltd. representing 5.51% of the shares outstanding.
A copy of the filing is available at http://is.gd/q3pdEd

                       About Capitol Bancorp

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

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

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

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

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

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


CASH STORE: S&P Cuts Issuer Credit Rating to 'CCC+'; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Edmonton, Alberta-based The Cash Store Financial
Services Inc. (CSF) to 'CCC+' from 'B-'.  The outlook is negative.
At the same time, Standard & Poor's lowered its rating on CSF's
senior secured notes to 'CCC+' from 'B-'.  The '4' recovery rating
on the senior secured notes, which indicates S&P's expectation for
average (30%-50%) recovery of principal if a default occurs, is
unchanged.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believe that the registrar's
proposal could lead to similar actions in other territories.

The negative outlook reflects S&P's view that a significant
portion of CSF's business is being discontinued and the cash flows
from the company's new line of credit product may not be
sufficient to replace those lost cash flows.  In addition, S&P
still believes that CSF's governance and the potential for legal
issues regarding the loan receivables acquired in January 2012
pose potential risks.  S&P could revise the outlook to stable if
the company's governance issues and legal risks abate while
earnings, leverage, and interest coverage stabilize.


COMPETITIVE TECHNOLOGIES: Carl O'Connell Appointed to Board
-----------------------------------------------------------
The Board of Directors of Competitive Technologies, Inc.,
appointed Carl O'Connell to the Board of Directors.  On Jan. 29,
2013, Richard D. Hornidge, Jr., resigned as a director of the
Company.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.70
million in total assets, $8.06 million in total liabilities and a
$3.35 million total shareholders' deficit.

"The Company incurred operating losses for the past six quarters,
having produced marginal net income in the first quarter of 2011,
after having incurred operating losses each quarter since fiscal
2006.  The Company has taken steps to significantly reduce its
operating expenses going forward and expects revenue from sales of
Calmare medical devices to grow.  However, even at the reduced
spending levels, should the anticipated increase in revenue from
sales of Calmare devices not occur the Company may not have
sufficient cash flow to fund operating expenses beyond the first
quarter of calendar 2013.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.


CORMEDIX INC: NYSE MKT Extends Listing Compliance Deadline
----------------------------------------------------------
CorMedix Inc. disclosed that it received a notice on February 1,
2013 from the NYSE MKT LLC that the NYSE MKT granted it an
extension until April 15, 2013 to regain compliance with the
continued listing standards of the NYSE MKT.  The NYSE MKT is
continuing CorMedix's listing pursuant to the extension.  CorMedix
will be subject to periodic review by the NYSE MKT during the
extension period. Failure to make progress consistent with the
plan or to regain compliance with continued listing standards by
the end of the extension period could result in CorMedix being
delisted from the NYSE MKT.

CorMedix previously received notice on April 20, 2012 from the
NYSE MKT informing it that CorMedix was below certain of the NYSE
MKT's continued listing standards due to financial impairment as
set forth in Section 1003(a)(iv) of the NYSE MKT Company Guide.
CorMedix was afforded the opportunity to submit a plan to the NYSE
MKT to regain compliance and, on May 17, 2012, presented its plan
to the NYSE MKT.  On June 27, 2012, the NYSE MKT accepted
CorMedix's plan and granted it an extension until August 22, 2012
to regain compliance with the continued listing standards.  On
September 21, 2012, the NYSE MKT notified CorMedix that it granted
CorMedix another extension to January 31, 2013 to regain
compliance with the NYSE MKT continued listing standards.

                         About CorMedix

CorMedix Inc. -- http://www.cormedix.com-- is a pharmaceutical
company that seeks to in-license, develop and commercialize
therapeutic products for the prevention and treatment of cardiac
and renal dysfunction, also known as cardiorenal disease.
CorMedix most advanced product candidate: CRMD003 (Neutrolin(R))
for the prevention of catheter related bloodstream infections and
maintenance of catheter patency in tunneled, cuffed, central
venous catheters used for vascular access in hemodialysis
patients.


CORUS ENTERTAINMENT: S&P Assigns 'BB+' Rating to C$600MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Toronto-based Corus Entertainment Inc., including its 'BB+' long-
term corporate credit rating.  The outlook is stable.

In addition, S&P assigned its 'BB+' issue-level rating and '3'
recovery rating to Corus' proposed senior unsecured notes of up to
C$600 million due 2020.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of
default.  S&P understands that proceeds of the new notes will be
used to refinance Corus' existing senior unsecured notes due 2017.

Standard & Poor's also assigned its 'BB+' preliminary debt rating
to the company's C$1 billion shelf registration.  The notes are
being issued under the shelf registration.

The ratings on Corus reflect what Standard & Poor's views as the
company's "fair" business risk profile and "significant" financial
risk profile.  "The business risk profile reflects the company's
good market position in specialty television and radio, as well as
the favorable Canadian broadcasting regulatory regime, which
limits competition," said Standard & Poor's credit analyst Lori
Harris.  However, participation in the media industry is
challenging because of its cyclical nature (particularly for
advertising and content) and competitive pressures from
alternative content and distribution channels.  Corus' financial
risk profile is supported by its strong EBITDA margin and
liquidity, as well as adequate credit protection measures,
partially offset by the company's sizable annual dividend, which
reduces free cash flow.

Corus' business comprises two operating divisions:

   -- Television (77% of total revenue for the first quarter ended
      Nov. 30, 2012):  The company is a leading specialty and pay
      television broadcaster with a controlling interest in 19
      channels, including four of Canada's top specialty networks
      (YTV, W, Treehouse, and TELETOON); Canada's western pay-TV
      business (Movie Central, which includes HBO Canada for
      western Canada); and three conventional stations. Corus also
      owns content through its wholly owned subsidiary, Nelvana
      Ltd., one of the world's largest producers and distributors
      of children's animated programming and related consumer
      products.

   -- Radio (23%): Corus has 37 radio stations in seven of the top
      10 Canadian markets and seven of the largest eight English
      markets.

Vertical integration in the cable, telecom, and media industries
raises the likelihood of additional transactions in the future.
Given that Corus and Calgary, Alta.-based cable TV services
provider Shaw Communications Inc. share some common ownership
indirectly through the Shaw family, there exists the possibility
of a transaction between the two companies in the medium term.
However, Standard & Poor's has not factored any such transaction
into its ratings on Corus.

The stable outlook on Corus reflects S&P's expectation that the
company will retain solid market positions in its core businesses
and will pursue a financial policy and growth strategy in line
with the ratings.  Upside to the ratings is limited by the
company's fair business risk profile.  However, S&P's could raise
the ratings on Corus in the medium term if the company improves
its market position, operating performance, and credit protection
measures on a sustainable basis.  Although unlikely in the near
term, S&P could consider lowering the ratings if Corus
demonstrates a more aggressive financial policy resulting in
adjusted leverage trending toward 4x.  Further downward pressure
on the ratings could also come from the company's failure to
sustain its market position in specialty television.


CPI CORP: Fails to Comply with OTCQX's Bid Price Rule
-----------------------------------------------------
CPI Corp. received a notice from OTC Markets, Inc., regarding its
determination that the bid price of the Company's shares of common
stock, as quoted on the OTCQX U.S. tier, has closed below $0.10
for more than 30 consecutive trading days and no longer meets the
Standards for Continued Qualification for the OTCQX U.S.  Pursuant
to Section 3.2.b of the OTCQX Rules for U.S. Companies, the
Company has a 180 calendar day grace period to regain compliance.
Compliance can be regained by having the minimum bid price of the
Company's shares of common stock at the close of business be at
least $0.10 for ten consecutive trading days.  In the event that
the Company does not regain compliance, the quotations for the
Company's shares of common stock will be moved from the OTCQX U.S.
to the OTCQB tier.

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


CREDITRON FINANCIAL: Ex-Owners Win More Time to File Payment Plan
-----------------------------------------------------------------
Ed Palattella, writing for Erie Times-News, reports that Alfred D.
Covatto and his wife, Joyce M. Covatto, the former owners of
Telatron Marketing Group Inc., a telemarketing business, have
reached a preliminary agreement with the Internal Revenue Service
and the state Department of Revenue, which gives them a month to
file a plan to pay millions of dollars in back taxes.  The deal is
subject to bankruptcy court approval.  The two agencies are among
the largest creditors in the Covattos' personal Chapter 11 case,
which started in May 2011.  The tax claims total more than $1.6
million, including penalties, according to court records and
interviews.

The report notes Chief U.S. Bankruptcy Judge Thomas P. Agresti is
considering whether to allow the Covattos to stay in Chapter 11,
which would allow them to keep their assets as they reorganize
their debts to pay creditors, or convert the case to Chapter 7, or
liquidation.  The judge last week said he needed more information
on the stipulation to evaluate whether to convert the case to
Chapter 7.

According to the report, the Covattos' lawyer, Guy Fustine, is
arguing that Chapter 11 remains the best way for Alfred Covatto,
73, and Joyce Covatto, 61, to pay creditors.  The U.S. Trustees
Office in Pittsburgh, wants the case converted to Chapter 7.

Based in Erie, Pennsylvania, Creditron Financial Corporation, dba
Telatron Marketing Group Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No. 08-11289) on July 3, 2008.
Stephen H. Hutzelman, Esq., at Plate Shapira Hutzelman Berlin May,
et al., represents Creditron.  The Debtor disclosed $3 million in
total assets and $4.8 million in total liabilities in its
bankruptcy petition.  In January 2012, Telatron's assets were sold
to to Y&B Holdings LLC, for $600,000.

Alfred D. Covatto and Joyce M. Covatto filed for personal
bankruptcy (Bankr. W.D. Pa. Case No. 11-10849) on May 18, 2011 in
Erie, Pennsylvania.


CYPRESS OF TAMPA: Hearing on Cash Use Continued Until Feb. 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
continued until Feb. 21, 2013, at 9:30 a.m., the hearing to
consider The Cypress of Tampa LLC's request to use cash
collateral.

As reported in the TCR on Dec. 10, 2012, the Debtor obtained
interim Court approval to use property that may constitute cash
collateral comprised of cash, lease, and rent payments and other
income derived from the Debtor's property.  The assets would be
used to fund the Debtor's operating expenses and costs of
administration in the Chapter 11 case pursuant to a budget for the
duration of the chapter 11 case.  The Debtor also won permission
to provide replacement liens as adequate protection for the
interests in its cash collateral.

The Debtor believes Cypress Retail Holdings LLC, Wells Fargo, or
RAM Development Company may assert liens or security interests in
Cash Collateral.  The Debtor proposes to grant as adequate
protection the collection and disbursement of all cash collateral
through the Debtor's property manager, periodic reporting and the
grant of replacement liens on all cash collateral acquired by the
Debtor or the estate on or before the Petition Date to the same
extent, validity, and priority held as of the Petition Date.

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.

They filed voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case
Nos. 12-17518 and 12-17520) on Nov. 20, 2012.  Jennis & Bowen,
P.L., serves as the Debtors' counsel. Cypress of Tampa disclosed
$23,185,648 in assets and $24,172,594 in liabilities as of the
Chapter 11 filing.


CYPRESS OF TAMPA: Keeps United American as Property Manager
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized The Cypress of Tampa LLC and its affiliates to operate
under its management agreement with United American Realty Corp.

The Debtors, in their motion, also requested that they be
authorized to pay for the postpetition services at the contractual
rate of 4% of collected net revenues for the property -- a retail
space known as The Cypress located in Hillsborough County,
Florida.

Prior to the Petition Date, the Debtor utilized United as property
manager for the property pursuant to the management agreement.

                     About Cypress of Tampa LLC

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

No official committee have yet been appointed in the case.


DEL MONTE CORP: S&P Retains 'B' Rating Following $100MM Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services stated the 'B' issue-level
rating on Del Monte Corp.'s senior secured term loan maturing 2018
remains unchanged following the company's $100 million add-on and
amendment to this facility.  The recovery rating on the senior
secured term loan remains '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.  The 'B' corporate credit rating on Del Monte also
remains unchanged.

As well as adding a drawn $100 million commitment to the term
loan, the second amendment reduced pricing by lowering the LIBOR
floor to 1.0% from 1.5% and added a lower leverage-based LIBOR
spread of 2.75% if debt to EBITDA falls below 5.75x.  Prior to the
amendment, the facility had a fixed 3% LIBOR spread.

The ratings on Del Monte reflect its "fair" business risk profile
and "highly leveraged" financial risk profile.  Key credit factors
considered in assessing Del Monte's business risk profile include
its participation in the highly competitive packaged produce and
pet food market segments, exposure to volatile commodity costs,
limited customer and geographic diversification, and the
seasonality of its business.  These factors are partially offset
by the company's good product diversity within its business
segments, and portfolio of well-known brands.  S&P's "highly
leveraged" financial risk profile is based on the company's
significant debt burden and S&P's view of its very aggressive
financial policy.  Del Monte also benefits from a strong liquidity
profile.

RATINGS LIST

Del Monte Corp.
Corporate Credit Rating          B/Stable

Ratings Affirmed

Del Monte Corp.
Senior Secured Term loan         B
Recovery Rating                  3


DIGITAL DOMAIN: Executives Mostly Miss Bonus Targets
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc. is one Chapter 11
case where the company's top officers won't receive all the
bonuses they were offered.

The report recounts that in October the bankruptcy judge in
Delaware approved an incentive bonus program for executives where
payments were dependent on how successfully the assets were sold.

According to the report, as it turned out, just one threshold was
met, so the executives are receiving only $63,000 from the
$350,000 in bonuses.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.
As the result of a settlement negotiated by the unsecured
creditors' committee with secured lenders, there will be some
recovery for the committee's constituency.


DOROTHY ZOUZALIK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dorothy E. Zouzalik Estate Trust
        P.O. Box 54021
        Lubbock, TX 79493

Bankruptcy Case No.: 13-50029

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  TARBOX LAW, P.C.
                  2301 Broadway
                  Lubbock, TX 79401
                  Tel: (806) 686-4448
                  E-mail: kathy@tarboxlaw.com

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

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

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

The petition was signed by Mark Zouzalik, trustee.


DUNKIN' BRANDS: Credit Amendment No Impact on Moody's 'B2' CFR
--------------------------------------------------------------
Moody's Investors Service reports that Dunkin' Brands Inc.'s
proposed amendment to its bank credit facility is credit neutral
and the company's ratings and stable rating outlook are
unaffected. The proposed amendment includes a favorable re-pricing
of the facility as well as lowering its re-financing risk by
extending maturities.

In a report dated July 27, 2012, Moody's rated Dunkin' Brands as
follows:

  B2 Corporate Family Rating;

  B3 Probability of Default Rating;

  B2 (LGD 3, 33%) USD100 million guaranteed senior secured
  revolver due 2015;

  B2 (LGD 3, 33%) USD1.9 billion guaranteed senior secured term
  loan B, including the potential USD400 million incremental term
  loan;

  SGL-2 Speculative Grade Liquidity rating

Dunkin' Brands is the franchisor of approximately 17,450 quick
service restaurants under the brand names Dunkin' Donuts and
Baskin-Robbins. The company only owns and operates a very small
number of its own stores. Annual revenues are approximately USD660
million, although systemwide sales are over USD8.7 billion.


E. KING CONSTRUCTION: Case Summary & 5 Unsecured Creditors
----------------------------------------------------------
Debtor: E. King Construction Company, Inc.
        3865 W. Columbus
        Chicago, IL 60652

Bankruptcy Case No.: 13-04363

Chapter 11 Petition Date: February 5, 2013

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

Judge: Pamela S. Hollis

Debtor's Counsel: David R. Herzog, Esq.
                  HERZOG & SCHWARTZ PC
                  77 W Washington, Suite 1717
                  Chicago, IL 60602
                  Tel: (312) 977-1600
                  E-mail: drhlaw@mindspring.com

Estimated Assets: not indicated

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

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-04363.pdf


ECOSPHERE TECHNOLOGIES: Names SKM's D. Brooks as New Interim CFO
----------------------------------------------------------------
Ecosphere Technologies, Inc., accepted the resignation of Barbara
Carabetta as the Company's interim Chief Financial Officer, who
resigned for medical reasons.

On Feb. 5, 2013, the Company appointed David Brooks as the
Company's interim Chief Financial Officer.  Since June 6, 2012,
Mr. Brooks has served as the Chief Financial Officer of SKM Media
Corp., a data and services marketing company.  Since November
2009, Mr. Brooks has been the Managing Shareholder of D. Brooks
and Associates CPAs, P.A., which provides Chief Financial Officer
and related services to businesses on a consulting basis.  From
August 2008 through October 2009, Mr. Brooks was an audit director
and consultant for McGladrey & Pullen, LLP (now McGladrey LLP), a
large assurance, tax and consulting services company.  Mr. Brooks
is a Certified Public Accountant in Florida.  Mr. Brooks will be
compensated as an independent contractor through Brooks and
Associates and is being paid on an hourly basis.  Mr. Brooks is 42
years old.

                   About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$11.70 million in total assets, $4.41 million in total
liabilities, $4.05 million in total redeemable convertible
cumulative preferred stock, and $3.22 million in total equity.


ELAN CORP: Large Cash Balance Prompts Moody's Ba3 CFR Affirmation
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Elan
Corporation, plc., including the Ba3 Corporate Family Rating, Ba2-
PD Probability of Default Rating, and Ba3 rating on Elan's senior
unsecured notes. The rating outlook remains stable.

Ratings affirmed:

Elan Corporation, plc.:

Ba3 Corporate Family Rating

Ba2-PD Probability of Default Rating

Elan Finance plc:

Ba3 (LGD4, 66%) senior unsecured notes due 2019, guaranteed by
Elan Corporation plc and subsidiaries

The Speculative Grade Liquidity Rating remains unchanged at SGL-1.

"The collaboration restructuring will reduce Elan's EBITDA by
roughly one-half and is credit negative," stated Michael Levesque,
Moody's Senior Vice President. "However, the monetization proceeds
are significant and provide Elan with significant flexibility for
business development that could diversify revenue and generate
EBITDA over time," continued Levesque.

Ratings Rationale

Elan's Ba3 Corporate Family Rating reflects the company's limited
scale, high revenue concentration risk and large cash balance.
Following the transaction Elan's revenues will be 100% composed of
royalties on Tysabri, a blockbuster multiple sclerosis (MS) drug
marketed by Biogen Idec. Tysabri utilization trends should remain
strong and the pending approval in first-line use provides upside.
However, the competitive landscape is rapidly evolving and new
product launches will constrain Tysabri's rate of growth. Tysabri
concentration will continue for the foreseeable future because
Elan's most advanced pipeline compound is only in mid-stage
development.

The Ba3 rating also reflects Elan's strong balance sheet, set to
benefit from a USD3.25 billion cash inflow from Biogen Idec,
compared to USD600 million of gross debt. The cash inflow, net of
any share repurchases, provides good flexibility for business
development. However, business development could be risky,
particularly if it involves pipeline assets in early or mid-stage
development. Elan's shareholder distribution policies and its
future business development plans are unknown and will evolve over
time. Upward pressure on the rating is constrained until these
issues become more clear and the revenue base is more diversified.

The rating outlook is stable. Although royalties on Tysabri sales
should remain strong in 2013 despite competitive threats, Elan's
product concentration risk and unknown business development plans
and shareholder distribution policies preclude upward pressure on
the rating in the near term. Over time, an upgrade could occur
with improved revenue diversity, well-articulated shareholder
distribution policies, and debt/EBITDA sustained below 1.5 times.
Conversely, the rating could be downgraded if debt/EBITDA is
sustained above 3.0 times. While not currently expected, this
could occur if royalties on Tysabri sales decline materially.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Dublin, Ireland, Elan Corporation, plc is a
specialty biopharmaceutical company with areas of expertise in
neurological and autoimmune disease. Its sole product, Tysabri,
marketed with Biogen Idec, is approved for the treatment of
multiple sclerosis and Crohn's disease.


EASTMAN KODAK: Makes Peace with Apple Over Digital Camera Patents
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Eastman Kodak
Co. and Apple Inc. on Tuesday officially dropped all claims
against each other surrounding digital camera patents after
putting the finishing touches on the bankrupt imaging company's
$527 million digital imaging portfolio sale.

The two companies said they reached an agreement to resolve all
outstanding issues between them and dismiss an adversary
proceeding with prejudice after more than seven months of back-
and-forth over the patents in Manhattan bankruptcy court, the
report related.  The agreement to end the litigation was part of
the closing of the portfolio sale, the report added.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


ELMIRA DOWNTOWN: Strikes Deal With Arena Mortgage Holder
--------------------------------------------------------
Jason Whong, writing for Stargazette.com, reports that Michael
Baum, Esq., attorney for Elmira Downtown Arena LLC, which manages
the First Arena, told Judge Paul Warren that Elmira has reached a
deal with Elm Arena LLC, which owns the mortgage for the building.
Mr. Baum said Elm Arena will have the rights to the arena at the
end of the 2012-13 ECHL hockey season.  The rest of their
agreement is confidential.

According to the report, Tamer Afr, Jackals president and Elmira
Downtown Arena representative; Kevin Keeley, president of Southern
Tier Economic Development Inc., which owns the arena; and Tom
Freeman, owner of Elm Arena, the company that holds the mortgage
to the facility, all said they consented to the agreement.

The report also relates Judge Warren said Elmira Downtown Arena
consents to the dismissal of its case no later than 20 days after
the end of the last Elmira Jackals hockey game this season.  The
U.S. Trustee sought dismissal of the case.

The Court will hold a hearing May 23 to consider the request by
Elmira Downtown Arena to borrow money from the Elmira Jackals.

Based in Elmira, New York, Elmira Downtown Arena, LLC, filed for
Chapter 11 protection on Aug. 16, 2012 (Bankr. W.D. N.Y. Case No.
12-21361).  EDA is controlled by Michigan businessman Mostafa Afr.
Judge Paul R. Warren presides over the case.  Joshua P. Fleury,
Esq., at Phillips Lytle LLP, represents the Debtor.  The Debtor
estimated assets of $100,000, and $500,000, and debts of between
$1 million and $10 million.


ENERGYSOLUTIONS INC: Samana Capital No Longer Owns Shares
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Samana Capital, L.P., and its affiliates
disclosed that, as of Dec. 31, 2012, they do not beneficially own
any shares of common stock of EnergySolutions, Inc.  A copy of the
filing is available for free at http://is.gd/QsOps8

                       About EnergySolutions

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

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

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


FANNIE MAE: Susan McFarland to Retire as EVP and CFO
----------------------------------------------------
Susan R. McFarland, executive vice president and chief financial
officer of Fannie Mae (formally, the Federal National Mortgage
Association), notified the company that she will retire from the
company after a transition period that will begin on the effective
date of the appointment of a new Chief Financial Officer by Fannie
Mae's Board of Directors and end no later than June 30, 2013.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at June 30, 2012, showed
$3.19 trillion in total assets, $3.19 trillion in total
liabilities, and $2.77 billion in total equity.


FIRST DATA: Terminates Employment of Exec. VP Kevin Kern
--------------------------------------------------------
First Data Corporation has terminated the employment of Kevin
Kern, an Executive Vice President of the Company.  Mr. Kern will
be eligible for benefits under First Data's Severance/Change in
Control Policy, as amended.

                         About First Data

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

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

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

                           *     *     *

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


FIRST PLACE: KPMG Resigns as Accountants Stating No Reason
----------------------------------------------------------
KPMG LLP resigned as First Place Financial Corp.'s independent
registered public accounting firm without stating any reason for
the resignation.  KPMG had been the Company's independent
registered public accounting firm since KPMG's appointment by the
Audit Committee of the Company's Board of Directors on Aug. 28,
2009.  KPMG issued an audit report, dated Sept. 22, 2010, on the
consolidated financial statements of the Company as of and for the
year ended June 30, 2010.  KPMG also issued a report, dated
Sept. 22, 2010, on the Company's internal control over financial
reporting as of June 30, 2010.  Neither report contained an
adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles.
Following the Company's subsequent disclosure that its June 30,
2010, consolidated financial statements could no longer be relied
upon and the related withdrawal of KPMG's reports dated Sept. 22,
2010, KPMG has not issued any reports on either the Company's
consolidated financial statements or internal control over
financial reporting.  During the Company's two most recent fiscal
years and the subsequent interim periods preceding KPMG's
resignation, there has not been any matter that was the subject of
a disagreement between the Company and KPMG.

The Company announced that its previously issued consolidated
financial statements as of and for the fiscal years ended June 30,
2010, June 30, 2009 and June 30, 2008, and its reports on internal
control over financial reporting as of June 30, 2010, June 30,
2009 and June 30, 2008, as presented in the Company's respective
Annual Reports on Form 10-K, could no longer be relied upon.  In
addition, the Company announced that its interim unaudited
condensed consolidated financial statements as of and for the
quarterly periods, within each of those fiscal years, as presented
in the Company's respective Quarterly Reports on Form 10-Q, could
no longer be relied upon.

As of Feb. 5, 2013, because the Company has sold substantially all
of its assets in the transaction and because the Company has no
plans to reorganize under the bankruptcy laws, the Company is
unable to, (i) file an amendment to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 2010, and to restate
its consolidated financial condition and results of operations as
of and for the fiscal years ended June 30, 2010, 2009, and 2008,
and the quarterly periods within those years; or (ii) file its
Quarterly Reports on Form 10-Q for the periods ended Sept. 30,
2010, Dec. 31, 2010, and March 31, 2011, its Annual Report on Form
10-K for the fiscal year ended June 30, 2011, its Quarterly
Reports on Form 10-Q for the periods ended Sept. 30, 2011,
Dec. 31, 2011, and March 31, 2012, its Annual Report on Form 10-K
for the fiscal year ended June 30, 2012, or its Quarterly Report
on Form 10-Q for the quarter ended Sept. 30, 2012.

As previously disclosed, on Oct. 26, 2012, the Company and Talmer
Bancorp, Inc., entered into an Asset Purchase Agreement.  As
contemplated by the Purchase Agreement, the Company filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on Oct. 29, 2012.  In connection with the
bankruptcy proceeding, the Company and the Purchaser submitted an
Amended and Restated Asset Purchase Agreement, dated as of
Dec. 14, 2012, by and among the Company and the Purchaser,
concerning Purchaser's proposed acquisition of First Place Bank
for approval by the Bankruptcy Court.  On Dec. 14, 2012, the
Bankruptcy Court entered an order approving and authorizing the
Company to enter into the Amended Purchase Agreement.

As previously disclosed, on Jan. 1, 2013, pursuant to the terms of
the Amended Purchase Agreement, the Company completed the sale of
substantially all of its assets, including all of the issued and
outstanding shares of common stock of the Company's wholly-owned
subsidiaries, First Place Bank and First Place Holdings, Inc., and
certain other assets held in the name of the Company but used in
the business of First Place Bank, to the Purchaser.

During the Company's two most recent fiscal years and the
subsequent interim periods preceding KPMG's resignation, two
"reportable events" as defined in Item 304(a)(1)(v) of Regulation
S-K) occurred.

The first reportable event, pursuant to Item 304(a)(1)(v)(A) of
Regulation S-K, was that KPMG advised the Company that for one or
more years under audit by KPMG the Company did not have the
internal controls necessary to develop reliable financial
statements, including a material weakness in internal controls
over financial reporting related to the valuation of the Company's
allowance for loan losses.  The material weakness resulted from a
number of factors, including but not limited to, deficiencies in
the methodology for assessing the allowance for loan losses,
errors in the risk grading of loans and an ineffective internal
asset review function.  The Audit Committee discussed with KPMG
the lack of internal controls necessary to develop reliable
financial statements.

The second reportable event, pursuant to Item 304(a)(1)(v)(C) of
Regulation S-K, occurred when KPMG advised the Company in December
2011 that information reported to KPMG by the Audit Committee
required an independent investigation pursuant to Section 10A of
the Securities Exchange Act of 1934, as amended, and may: (A)
materially impact the fairness or reliability of the financial
statements to be issued covering the fiscal periods related to the
restatement periods and subsequent periods under audit by KPMG or
(B) cause KPMG to be unwilling to rely on management's
representations or be associated with the Company's financial
statements.  The Audit Committee directed that an independent
investigation of those matters be commenced and discussed this
matter with KPMG.  At the date of KPMG's resignation, the Company
had not completed its investigation.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


FREESCALE SEMICONDUCTOR: S&P Rates 'B' to Loans Due 2016 and 2020
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Austin, Texas-based Freescale Semiconductor Inc.'s
proposed first-lien term loans due 2016 and 2020.  The recovery
rating is '3', reflecting S&P's expectation for meaningful
(50% to 70%) recovery for first-lien debtholders in the event of
default.

S&P's 'B' corporate credit and other ratings on the company are
unchanged.  The outlook is stable.  The company intends to use the
proceeds from this offering to refinance its existing term loans
due 2016 and 2019.

The ratings on Freescale reflect its position as one of the
leading providers of automotive semiconductor products, moderated
by its U.S. and European automotive client concentration and its
exposure to cyclical market conditions, which contribute to a
"fair" business risk profile.  While Freescale's revenues and
earnings declined in 2012 due to cyclical market weakness and the
secular downturn of its cellular handset business, S&P expects
modest revenue growth and flat earnings over the coming year, such
that leverage remains elevated at about 9x during 2013 and begins
to subside in late 2013.  Consequently, the company's financial
risk profile remains "highly leveraged" in S&P's assessment.

Despite S&P's expectations for leverage to remain elevated in
2013, it expects liquidity to stay intact, given working capital
management, as well as modest capital expenditures and modest debt
maturities over the coming year.  S&P views Freescale's liquidity
as "adequate."  Cash balances represented about $711 million as of
Dec. 31, 2012, and the company's $425 million revolving credit
facility was fully available, except for about $20 million
outstanding letters of credit as of Dec. 31, 2012.

S&P believes Freescale will gradually reduce leverage beginning in
late 2013.  A downgrade could occur if competitive or cyclical
factors result in cash balances declining below $500 million.
Given S&P's expectation for near-term business headwinds and
slightly weaker financial metrics, S&P views an upgrade as
unlikely in 2013.  Over the longer term, an upgrade could occur if
Freescale restores revenue and profit growth such that leverage
were to subside under 5.0x on a sustained basis.

Freescale Semiconductor Inc.
Corporate Credit Rating              B/Stable/--

New Ratings

Freescale Semiconductor Inc.
First-Lien Term Loan Due 2016        B
   Recovery Rating                    3
First-Lien Term Loan Due 2020        B
   Recovery Rating                    3


GARY PHILLIPS: Has Access to Cash Collateral Until April
--------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee has signed agreed orders
authorizing Gary Phillips Construction, LLC, to use cash
collateral.

The parties have agreed that the Debtors can use cash collateral
until April 15, 2013, pursuant to a budget.  The Debtors can use
the cash collateral to pay the estimated expenses that are
necessary to prevent immediate and irreparable harm to the
Debtor's estate during the interim period.  Any variance in the
expense figures in excess of 10% will require approval of the
Court.

However, the Debtor won't be permitted to use rental checks
received from Cold Water Cove.  The Debtor is required to continue
to be remitted to Citizens Bank.

As adequate protection from any diminution value of the lenders'
collateral, the Debtor will grant the secured creditors
replacement liens as to all assets of the estate.  With respect to
properties being sold by order of the Court, Regions Bank,
TruPoint Bank and TriSummit Bank are each granted replacement
liens against the funds in the cash collateral account up to the
amount of proceeds retained by the Debtor in accordance with the
respective property to be sold.

A hearing on April 2, at 9 a.m., has been set.

                   Plan Required by April 15

The Debtors, the Official Committee of Unsecured Creditors, the
U.S. Trustee, and Commercial Bank have also reached a deal to
resolve the Bank's motion for relief from the automatic stay.

The parties also agreed that funds held by Commercial Bank in a
special interest bearing account of $25,000 may be used by the
Debtor to complete subdivision improvements to the Allison Hills
Subdivision, Phase IV, by using the funds to complete the final
layer of asphalt to the existing road.  The Debtor will complete
the work through a licensed contractor, and submit the statement
for services rendered to Commercial Bank.  The Debtor will use its
best efforts to complete the Phase IV of the Allison Hills
Subdivision and obtain final plat approval of the Allison Hills
Subdivision, Phase IV, by April 15, 2013.

In exchange for Commercial Bank's consent to cash collateral use:

   1. Beginning Nov. 1, 2012, and on the first day of each month
      thereafter until April 1, 2013, the Debtor will pay a
      monthly adequate protection payment to Commercial Bank in
      the amount of $2,300.

   2. The automatic stay is modified so that Commercial Bank will
      be free to conduct power of sale foreclosure of its deeds of
      trust, if the Debtor fails to make any required adequate
      protection payment by the tenth day of any month without
      further notice or order of the Court.

   3. The automatic stay is further modified so that Commercial
      Bank is free to conduct power of sale foreclosure without
      further notice or order of the Court, if the Debtor has not
      submitted and confirmed a chapter 11 plan by April 15, 2013.

   4. If the Debtor is able to sell any lot in Phase IV, Allison
      Hills Subdivision, prior to plan confirmation, the sale will
      require approval, but Commercial Bank agrees that it will
      accept 80% of the gross process of the sale in exchange for
      a partial release of its deed of trust as to the said lot.
      However, the 80% payable to Commercial Bank will in no
      circumstance be less that $28,000 per lot.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GELTECH SOLUTIONS: Borrows $250,000 From Principal Shareholder
--------------------------------------------------------------
Michael Reger, the principal shareholder of GelTech Solutions,
Inc., lent the Company $250,000.  In connection with this loan,
the Company consolidated all of the outstanding notes held by Mr.
Reger and issued him a $1,997,482 note convertible at $0.35 per
share due Dec. 31, 2016.  Mr. Reger cancelled his $1,497,483 note
convertible at $1.12 per share (due Feb. 18, 2016) and his
$275,000 one-year 10% original issue discount note convertible at
$0.35 per share (due Dec. 29, 2013).  The 2013 Note bears an
annual interest rate of 7.5% with interest to be paid annually in
cash or common stock at $0.35 per share at Mr. Reger's option.
Also on Feb. 28, 2013, the Company issued Mr. Reger 210,226 shares
of common stock in lieu of a cash payment for $73,579 of interest
owed under the 2011 Note and the 2012 Note.

The 2013 Note and the shares of common stock were issued without
registration under the Securities Act of 1933 in reliance upon the
exemption provided in Section 4(a)(2) and Rule 506 thereunder.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Sept. 30, 2012, showed
$1.8 million in total assets, $3.6 million in total liabilities,
and a stockholders' deficit of $1.8 million.

"As of Sept. 30, 2012, the Company had a working capital deficit,
an accumulated deficit and stockholders' deficit of $514,338,
$24,605,573 and $1,817,980, respectively, and incurred losses from
operations of $1,805,687 for the three months ended Sept. 30,
2012. and used cash from operations of $943,191 during the three
months ended Sept. 30, 2012.  In addition, the Company has not yet
generated revenue sufficient to support ongoing operations.  These
factors raise substantial doubt regarding the Company's ability to
continue as a going concern."


GELTECH SOLUTIONS: Michael Reger Owns 40.6% of Total Shares
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael Lloyd Reger disclosed that, as of
Feb. 1, 2013, he beneficially owns 14,252,626 shares of common
stock of GelTech Solutions, Inc., representing 40.6% based on
29,400,512 shares of common stock outstanding as of Feb. 5, 2013,
plus shares issuable to the reporting person (within 60 days) upon
the conversion of a note.  Mr. Reger previously reported
beneficial ownership of 9,134,152 common shares or a 42.3% equity
stake as of Feb. 23, 2011.  A copy of the amended filing is
available at http://is.gd/LKw2un

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Sept. 30, 2012, showed
$1.8 million in total assets, $3.6 million in total liabilities,
and a stockholders' deficit of $1.8 million.

"As of Sept. 30, 2012, the Company had a working capital deficit,
an accumulated deficit and stockholders' deficit of $514,338,
$24,605,573 and $1,817,980, respectively, and incurred losses from
operations of $1,805,687 for the three months ended Sept. 30,
2012. and used cash from operations of $943,191 during the three
months ended Sept. 30, 2012.  In addition, the Company has not yet
generated revenue sufficient to support ongoing operations.  These
factors raise substantial doubt regarding the Company's ability to
continue as a going concern."


GEOKINETICS INC: Commences Solicitation of Votes for Ch. 11 Plan
----------------------------------------------------------------
Geokinetics Inc. on Feb. 7 disclosed that it was commencing a
solicitation of votes for its pre-packaged chapter 11 plan of
reorganization from holders of the Company's 9.75% senior secured
notes due 2014, Series B-1 Senior Convertible Preferred Stock, par
value $10.00 per share, and Series C-1 Senior Preferred Stock, par
value $10.00 per share.  Votes on the prepackaged plan of
reorganization must be received by the voting agent by 12:00 p.m.
(prevailing Eastern Time) on March 8, 2013, unless this deadline
is extended.  Copies of the Company's plan of reorganization and
solicitation and disclosure statement may be accessed at
http://www.GOKRestructuring.com

Parties seeking additional information about the balloting process
may contact GCG, the voting agent for the solicitation, at (800)
761-8709.

Consistent with the previously announced restructuring support
agreement, holders of more than 70% in aggregate principal amount
of its Senior Secured Notes and holders of more than two-thirds of
the Senior Preferred Stock have agreed to vote in favor of the
chapter 11 plan.  If, at the end of the solicitation period, the
requisite number and amount of holders of Senior Secured Notes and
Senior Preferred Stock vote in favor of the plan as required by
the Bankruptcy Code, the Company intends to seek to implement its
recapitalization plan through an expedited chapter 11 bankruptcy
process. At the conclusion of the chapter 11 bankruptcy process,
the holders of the Senior Secured Notes would become the
stockholders of the reorganized Company, with the interests of
current stockholders being cancelled.  The plan of reorganization
envisions that unsecured creditors of the Company will be paid in
full either in the ordinary course of business or at the
conclusion of the chapter 11 cases.  Importantly, the proposed
balance sheet reorganization is not expected to have an impact on
the Company's operations.

As part of the restructuring process, the Company expects to enter
into a new credit facility to provide liquidity for operations
after the restructuring.  During the restructuring process,
subject to conditions in the restructuring support agreement, the
Company will seek authority from the bankruptcy court to obtain up
to $25 million of debtor in possession financing provided by
certain holders of the Senior Secured Notes and fully backstopped
by two of the largest holders of Senior Secured Notes.  This
debtor in possession financing will fund certain of the Company's
operations during the chapter 11 process and will be converted
into common stock of the reorganized Company on the effective date
of the chapter 11 plan.

The Company's emergence from chapter 11 will be subject to, among
other things, bankruptcy court approval of the solicitation and
disclosure statement, exit financing and confirmation of the plan
of reorganization.

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GEOMET INC: T. Rowe Price Discloses 17.4% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, T. Rowe Price Associates, Inc., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
7,816,122 shares of common stock of GeoMet, Inc., representing
17.4% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/DFPwNO

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the 'borrowing
base', we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement."

The Company said it has begun discussions with its bank group.
According to the Company, "Until the borrowing base for June 2012
has been determined, we will not know the amount of the
deficiency.  As of March 31, 2012, the debt is classified as long-
term as we are not in violation of any debt covenants.  Should we
be in violation of any covenants which have not been waived or
have a borrowing base deficiency as of June 30, 2012, some or all
of the debt will be reclassified to current.  There are no
assurances that we will be able to amend our Credit Agreement or
obtain a waiver.  If we do obtain a waiver or an amendment, there
can be no assurance as to the cost or terms of such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."

The Company's balance sheet at Sept. 30, 2012, showed
$108.08 million in total assets, $171.67 million in total
liabilities, $33.28 million in mezzanine equity, and a $96.86
million total stockholders' deficit.


GEOMET INC: Central Securities Discloses 5.1% Equity Stake
----------------------------------------------------------
Central Securities Corporation filed an amended Schedule 13G with
the U.S. Securities and Exchange Commission on Feb. 6, 2013,
disclosing that it beneficially owns 4,068,723 shares of Common
Stock of GeoMet, Inc., representing 5.1% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/Kpmwcr

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the 'borrowing
base', we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement."

The Company said it has begun discussions with its bank group.
According to the Company, "Until the borrowing base for June 2012
has been determined, we will not know the amount of the
deficiency.  As of March 31, 2012, the debt is classified as long-
term as we are not in violation of any debt covenants.  Should we
be in violation of any covenants which have not been waived or
have a borrowing base deficiency as of June 30, 2012, some or all
of the debt will be reclassified to current.  There are no
assurances that we will be able to amend our Credit Agreement or
obtain a waiver.  If we do obtain a waiver or an amendment, there
can be no assurance as to the cost or terms of such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."

The Company's balance sheet at Sept. 30, 2012, showed
$108.08 million in total assets, $171.67 million in total
liabilities, $33.28 million in mezzanine equity, and a $96.86
million total stockholders' deficit.


HAWKER BEECHCRAFT: Given Formal Approval for PBGC Settlement
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. took care of one detail before
the aircraft manufacturer can implement the reorganization plan
the bankruptcy court approved by signing a confirmation order on
Feb. 1.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
said at the confirmation hearing he would approve a settlement
with the Pension Benefit Guaranty Corp. allowing termination of
the pension plans for salaried workers and non-union workers in
the customer-support arm of the business. The pension plan for
hourly workers will be frozen at the year's end.

Judge Bernstein, the report discloses, signed the formal order on
Feb. 5 approving the PBGC settlement.  As with the confirmation
order, Judge Bernstein made numerous changes in the draft order
given him by the parties.  Among other things, he deleted a
provision saying the requirements had been met under pension law
for the distress termination of pension plans.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


HAYES IRON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hayes Iron & Metal, Inc.
        P.O. Box 157
        Providence, NC 27315

Bankruptcy Case No.: 13-10157

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

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

Estimated Assets: $50,001 to $100,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ncmb13-10157.pdf

The petition was signed by Douglas T. Alderson, II, president.


HEALTHWAREHOUSE.COM INC: Fully Satisfies 2010 and 2011 Loans
------------------------------------------------------------
HealthWarehouse.com, Inc., completed private placements of a total
of 3,501,975 units at a price of $1.00 per unit.  Each unit
consists of (i) one share of the Company's common stock, par value
$0.001 per share, and (ii) warrants to purchase three shares of
the Common Stock at an exercise price of $0.25 per share, which
must be exercised within 5 years of Feb. 1, 2013.  Substantially
all of the proceeds from the sale of the units have been used by
the Company to satisfy all its obligations under the 2010 Loan
Documents and the 2011 Loan Documents.

As a part of the Private Placement, Lalit Dhadphale, President and
Chief Executive Officer of the Company, purchased 500,000 units.

In connection with the Private Placement, Mr. Dhadphale has
entered into repurchase agreements with each other purchaser of
units, pursuant to which he has agreed to repurchase, subject to
certain conditions, one-half of each holder's units at a purchase
price of $1.00 per unit if the closing price of the Common Stock
is less than $0.25 on five consecutive trading days at any time
within one year of Feb. 1, 2013.  Cape Bear Partners, LLC, which
holds a substantial equity position in the Company, entered into
repurchase agreements with each purchaser, other than Mr.
Dhadphale, that are substantially similar to Mr. Dhadphale's
agreements, except that Cape Bear's obligations are secured by a
lien over certain real estate.

As previously disclosed, the Company failed to make required
payments of $1 million in principal and approximately $180,000 of
accrued interest due under its Loan and Security Agreement dated
Nov. 9, 2010, with two accredited investors and the 7% Convertible
Promissory notes issued thereunder.  Furthermore, the Company
failed to make required payments of $2 million in principal and
approximately $198,000 in accrued interest under its Loan and
Security Agreement dated Sept. 2, 2011, with the Lenders and the
7% Convertible Promissory notes issued thereunder.  Accordingly,
the Company was previously in breach of its obligations under the
2010 Loan Documents and 2011 Loan Documents and subject to the
Lenders' remedies thereunder, including remedies against the
Company assets, including inventory and equipment, that secured
its obligations thereunder.

On Feb. 1, 2013, the Company applied substantially all of the
proceeds of the Private Placement to satisfy the obligations under
the 2010 Loan Documents and 2011 Loan Documents in full.
Accordingly, its obligations under the 2010 Loan Documents and
2011 Loan Documents have been satisfied, and the 2010 Loan
Documents and 2011 Loan Documents have been terminated.

Notwithstanding the foregoing, the Company still has substantial
indebtedness, lacks liquidity and believes that it currently does
not have adequate working capital to run its business.  It is in
the process of considering alternatives to address these problems,
including new debt financing and additional private placements of
equity securities.  There is no assurance that the Company will be
able to pursue any course of action that will allow it to continue
to operate its business as a going concern, or to continue to
operate in a manner that preserves the interests of its current
creditors and equity holders.

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HURLEY MEDICAL: Moody's Rates $65.515-Mil. Fixed Rate Bonds 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Hurley Medical
Center's Series 2013 A&B fixed rate revenue bonds to be issued
through the City of Flint Hospital Building Authority. Concurrent
with this action, Moody's has affirmed Hurley's Ba1 long-term
rating on existing rated debt outstanding. The outlook remains
stable.

Moody's Rating:

Issue: Series 2013 A&B Fixed Rate Revenue Bonds; Rating: Ba1; Sale
Amount: USD65,515,000; Expected Sale Date: 02-25-2013; Rating
Description: Revenue: Other

Summary Rating Rationale:

The assignment and affirmation of the Ba1 rating and stable
outlook reflect Moody's expectation that Hurley will maintain the
improved and adequate operating results as experienced through six
months fiscal year 2013, adequate debt coverage ratios, and that
HMC's balance sheet ratios will rebound. Moody's noted that Hurley
continues to operate in a challenged and competitive service area.

Strengths:

- As expected, Hurley's operating margins have rebounded in
   interim FY 2013 (5.9% adjusted operating cash flow margin
   through six-months FY 2013, compared to 3.7% for the same
   period FY 2012)

- Adequate pro forma adjusted debt coverage ratios for a Ba
   rated credit (6.9 times debt-to-cash flow, 1.9 times peak debt
   service coverage, 29% debt-to-total operating revenue, and 68%
   cash-to-debt)

- Differentiation of essential high-end tertiary services (e.g.,
   burn unit and Level I trauma) generates a draw of patients
   beyond the City of Flint and Genesee County. Management
   reports that more than 40% of Hurley's business is derived
   from patients outside the City of Flint.

- Hurley management continues to be committed to reinvesting in
   the hospital's physical plant. Hurley's capital spending ratio
   has averaged 2.0 times over the last five years.

Challenges

- More modest balance sheet ratios at December 31, 2012 (67 days
   cash on hand), due largely to a significant increase in
   accounts receivable days, from 33 days at fiscal year-end 2011
   to 50 days at FYE 2012 to 62 days at December 31, 2012 (note
   that because of a change in bad debt classification, A/R days
   at FYE 2011 are not entirely comparable with calculations for
   subsequent periods). Management notes that this trend is due
   largely to a system conversion, which Moody's expects to be
   corrected over time.

- Weak demographic characteristics in the City of Flint as
   Medicaid represented a high 39% of gross revenues in FY 2012.

- Hurley relies significantly on special funding from the state
   such as Medicaid disproportionate share (DSH), which accounts
   for a sizeable share of cash flow (just over USD51 million in
   FY 2012, according to management). While this funding
   demonstrates significant public policy support from the state,
   Moody's views these revenues as "at risk" and any contraction
   of these funds will require commensurate cost reductions.

- Competitive service area, with the presence of two like-sized
   competitors in the immediate Flint area, both of which are
   part of larger healthcare systems.

- Heavily unionized workforce as Hurley employees are
   represented by nine different labor bargaining units.

Outlook

The stable outlook reflects Moody's expectation that Hurley will
maintain adequate operating margins as experience through six-
months FY 2013 and debt coverage ratios, and that HMC's balance
sheet ratios will rebound.

What Could Make The Rating Go Up

Sustained material improvement in cash flow generation and
operating margins leading to improved debt coverage ratios;
stronger balance sheet ratios; significant market share gain for
profitable service lines

What Could Make The Rating Go Down

Reversion to thin operating margins; material decline in balance
sheet measures; weaker debt coverage ratios; unexpected and
significant increase in debt beyond the Series 2013 A&B bonds
without commensurate growth in cash and cash flow

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


INSPIRATION BIOPHARMA: Celtic Welcomes Hemophilia Asset Sale
------------------------------------------------------------
Celtic Pharmaceutical Holdings L.P. on Feb. 7 welcomed
[Thurs]day's announcement by Inspiration Biopharmaceuticals that
it has successfully concluded the sale of its hemophilia product
portfolio for an aggregate consideration that could exceed $1
billion.  Celtic Pharma holds a substantial minority stake in
Inspiration, and will participate in the transaction proceeds in
accordance with an agreement reached between Ipsen as Debtor-in-
Possession and the non-Ipsen stakeholders.

"We were disappointed by the timing of Ipsen's decision to
withdraw their strategic focus from hemophilia, which led to the
sale of Inspiration's products under Chapter 11 of the Bankruptcy
Code prior to their achieving regulatory approval, but we were
pleased to be able to work constructively with Ipsen and
Inspiration's management team to achieve a successful sale process
and transition for the assets," said Stephen Evans-Freke, Managing
General Partner, Celtic Pharma.  "We are very pleased that the
auction process has validated the commercial potential for these
products, while retaining substantive value for Inspiration's
stakeholders.  We would like to thank the Inspiration management
team led by John P. Butler for their exemplary performance on
behalf of Inspiration's shareholders under difficult
circumstances."

            About Celtic Pharmaceutical Holdings L.P.

Celtic Pharmaceutical Holdings L.P. -- http://www.celticpharma.com
-- is a private equity investment firm focused on the
biotechnology and pharmaceutical industries.  Celtic Pharma was
founded by Stephen Evans-Freke and John Mayo, CBE and is based in
Bermuda.  Celtic Pharma has acquired and invested in late stage
pharmaceutical programs and manages these programs through their
development for ultimate sale to established pharmaceutical
companies.  Celtic Pharma is fully invested at this time.  Celtic
Pharma's aim has been to bridge the gap between the established
pharmaceutical companies' new product pipeline crisis and the
biotech industry's capital drought.

               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.


INTEGRA TELECOM: Moody's Rates New $555 Million Senior Debt 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD3-35%) rating to
Integra Telecom, Inc.'s proposed USD555 million senior secured 1st
lien term loan due 2019 and USD60 million senior secured revolver
due 2018 and a Caa2 (LGD5-87%) rating to the USD225 million senior
secured 2nd lien term loan due 2020. The net proceeds will be used
to refinance Integra's existing senior secured term loan and
USD475 million of 10.75% senior secured notes.

Moody's has also changed Integra's ratings outlook to positive
from stable to reflect Moody's expectation that the company will
be able to achieve sustainable year over year revenue growth
within the next twelve months. As part of the rating action,
Moody's has also affirmed Integra's B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR).

Assignments:

US$555M Senior Secured 1st Lien Term Loan due 2019, Assigned B2
(LGD3, 35%)

US$60M Senior Secured Revolver due 2018, Assigned B2 (LGD3, 35%)

US$225M Senior Secured 2nd Lien Term Loan due 2020, Assigned
Caa2 (LGD5, 87%)

Changes:

Outlook, changed to Positive from Stable

Ratings Rationale

Integra's B3 corporate family rating reflects the company's
competitive challenges from incumbent carriers like CenturyLink as
it shifts to target larger size enterprises and from cable
companies which hold a strong position within the small business
segment.

The rating is supported by the company's recent improvement in
operating performance which has led to a stabilization of revenues
since the first quarter of 2012. The improvement in revenue
trajectory along with cost cutting efforts have allowed the
company to grow EBITDA and reduce leverage. In addition, Moody's
expects Integra to achieve positive free cash flow from lower
interest expense following the refinance and a continuation of
more modest capital investment. The proposed refinancing will
extend the current maturities and save approximately USD15 million
in annual interest expense. The company's extensive fiber-optic
network assets in the Pacific Northwest and its relatively stable
base of recurring revenues provide additional support.

The ratings for the debt instruments reflect both the overall
probability of default of Integra, to which Moody's assigns a
probability of default rating (PDR) of B3-PD, the average family
loss given default assessment and the composition of the debt
instruments in the capital structure. Moody's assumes a 50% family
recovery rate given the capital structure of first lien and second
lien bank debt. The senior secured first lien term loan and
revolver are rated B2 (LGD3-35%), one notch above the CFR due to
loss absorption provided by the second lien debt, which is rated
Caa2 (LGD5-87%) to reflect its junior ranking within the capital
structure.

Moody's believes that Integra will maintain good liquidity over
the next twelve months with an undrawn USD60 million revolver and
USD13 million of cash on hand as of September 30, 2012. The first
lien debt will be subject to a 4.25x net first lien leverage
covenant, which Moody's believes will have sufficient cushion for
the next 12 months.

Moody's could upgrade Integra's ratings if the company is able to
generate consistent revenue growth and positive free cash flow
while its Moody's adjusted Debt/EBITDA approaches 4x. Moody's
could stabilize Integra's outlook if revenue growth fails to
materialize and leverage remains above 4x over the next 12-18
months and could lower Integra's ratings if free cash flow turns
negative, if liquidity becomes strained or if adjusted Debt/EBITDA
leverage exceeds 6x for an extended period.

The principal methodology used in rating Integra Telecom, Inc.,
was the Global Telecommunications Industry Methodology published
in December 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


INTEGRA TELECOM: S&P Revises Outlook to Stable; Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Portland, Ore.-based competitive local exchange carrier (CLEC)
Integra Telecom Inc. to stable from negative and affirmed S&P's
'B' corporate credit rating on the company.

At the same time, S&P assigned 'B' issue-level and '3' recovery
ratings to Integra's proposed $555 million senior secured term
loan due 2019 and $60 million revolving credit facility due 2018.
The '3' recovery rating on this debt indicates S&P's expectation
for meaningful (50% to 70%) recovery in the event of a payment
default.  In addition, S&P assigned its 'CCC+' issue-level and '6'
recovery ratings to the proposed $225 million second-lien term
loan due 2020.  The '6' recovery rating on this debt indicates
S&P's expectation for negligible (0% to 10%) recovery in the event
of payment default.  The company will use the proceeds of the
loans to refinance its existing debt and pay transaction fees and
expenses.

"The outlook revision to stable from negative reflects our
expectation that leverage will be sustained below 5x over the next
couple of years given the company's recent operational
improvements," said Standard & Poor's credit analyst Michael
Weinstein.  Over the past year, Integra has stabilized monthly
customer churn, and continued a trend of sequential EBITDA growth.

The ratings on Integra reflect Standard & Poor's Ratings Services'
view of the company's "vulnerable" business risk profile and
"aggressive" financial risk profile.  Key elements of the business
risk assessment include intense industry competition and pricing
pressure inherent in the company's business as a competitive local
exchange carrier (CLEC), facing larger and better capitalized
incumbent local exchange carriers (ILECs), and cable operators
targeting smaller businesses for telecom services.  These risks
overshadow the company's good EBITDA margins relative to its CLEC
peers and its ownership of fiber assets as opposed to a pure
leasing model.

The company's aggressive financial risk profile reflects its
leveraged capital structure, with operating-lease-adjusted debt to
EBITDA of 4.8x as of Sept. 30, 2012, pro forma for the proposed
refinancing.  S&P expects leverage to decline slightly, but remain
within the 4x to 5x range, consistent with the aggressive
financial risk assessment.  Integra's return to EBITDA growth in
2012 reflects moderate success in its strategy to sell higher
bandwidth, fiber-based products to targeted enterprise and
wholesale customers.  S&P's base-case operating forecast
incorporates the following assumptions:

   -- Revenues grow in the low-single-digits in 2013 and 2014, as
      the company improves new customer sales under its upmarket
      strategy.

   -- S&P's revenue assumptions incorporate renewal discounts that
      are largely offset by contracted price increases.

   -- Monthly customer churn remains in the low-1% area of
      revenues over the next couple of years.

   -- EBITDA margins improve gradually over the next couple of
      years to around 32% in 2014 due to improved operating
      leverage from sales on or near existing network assets.
      EBITDA growth is sustained in the mid-single-digits over the
      next two years.

   -- Total leverage, adjusted for the present value of operating
      leases, declines to the mid-4x area at the end of 2013, and
      the low-4x area at the end of 2014.

   -- Capital expenditures range between $100 million to
      $115 million over the next two years.  Capital spending is
      approximately 75% success-based, and would likely be
      curtailed if sales growth weakens.

The outlook is stable, which reflects S&P's expectation that the
company will sustain leverage at below 5x over the next couple of
years given stabilized monthly customer churn and EBITDA growth
driven by its upmarket sales focus.

S&P could lower the rating if earnings decline precipitously,
competitive conditions intensify, or economic conditions worsen.
This could stem from higher revenue churn or operational missteps,
resulting in adjusted leverage exceeding 5x, with no prospect for
improvement.  S&P projects that revenues would have to decline
about 10% from its base-case scenario for this to occur by the end
of 2013, or EBITDA margins would have to decline by 300 basis
points.

An upgrade is unlikely in the near term because of S&P's
assessment of a vulnerable business risk profile, as it would
require significant improvement in leverage to at least 4x or
lower.


IRON MOUNTAIN: Credit Pact Changes No Effect on Moody's Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service said that Iron Mountain Incorporated's
recently executed amendment to its credit agreement does not
currently impact its Ba3 Corporate Family Rating, SGL-3
Speculative Grade Liquidity Rating, or negative outlook;
nonetheless, the amendment is modestly credit positive as it
temporarily lowers the minimum fixed charges coverage ratio for
which covenant compliance had previously been a concern.

Headquartered in Boston, Iron Mountain provides information
storage and related services. Annual revenues are approximately
USD3 billion.


ISC8 INC: Delaware Charter Guarantee Holds 9% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, the Delaware Charter Guarantee & Trust Company dba
Principal Trust Company as Trustee for the ISC8 Inc 401(k) and
Stock Bonus Plan disclosed that, as of Dec. 31, 2012, it
beneficially owns 12,798,582 shares of common stock of ISC8 Inc.
representing 9% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/5CCyWj

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.1 million
in total assets, $41.5 million in total liabilities, and a
stockholders' deficit of $35.4 million.


J.C. PENNEY: Seeks to Bar Claim it Defaulted on Bonds
-----------------------------------------------------
Sapna Maheshwari (sapnam@bloomberg.net) & Beth Jinks
(bjinks1@bloomberg.net), writing for Bloomberg News, reported that
J.C. Penney Co. (JCP), facing a potential threat to its turnaround
plans, has come out swinging after debt holders claimed it
technically defaulted on a bond.

The report related that the department store chain filed a lawsuit
in Delaware Chancery Court seeking to block efforts by a group of
bondholders to declare a default on 7.4 percent bonds due in 2037.
The company also asked lawyers at Brown Rudnick LLP to identify
the investors they represent. The Boston-based firm said in a
letter to the company that it represents holders of more than half
of the debt.

The claim exposes J.C. Penney to "imminent, irreparable harm,"
Bloomberg said, citing arguments raised by the Plano, Texas-based
retailer in the complaint. The suggestion could put the company at
risk of demands for payment on more than $2.8 billion in debt,
increase borrowing costs and "impair its ability to effectively
deploy capital to drive its strategic business plan," according to
the legal filing.

"We believe this notice of default is invalid, completely without
merit and is intended to create self-interested trading
opportunities in the market," J.C. Penney Chief Financial Officer
Ken Hannah said in a statement, according to Bloomberg. "We will
therefore vigorously defend the interests of J.C. Penney and all
of our constituencies in all appropriate forums."

According to Bloomberg, J.C. Penney has had its credit ratings
slashed in the past year as Chief Executive Officer Ron Johnson
tries to reverse three quarters of sales declines exceeding 20
percent. Johnson's plan is supported by activist investor Bill
Ackman's Pershing Square Capital Management LP, the largest equity
stakeholder in the company, with 18 percent of the shares
outstanding. Ackman, who is on the board, recruited Johnson to
J.C. Penney from Apple.

                             Bond Yield

J.C. Penney has $325.6 million of the 7.4 percent notes
outstanding, according to data compiled by Bloomberg. The debt
trades at 84.25 cents on the dollar to yield 9 percent, from 96.75
cents and a 7.7 percent yield about a year ago, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

Last month, "market gossip" about a default prompted Covenant
Review to issue a Jan. 24 research note, in which the independent
credit research firm dismissed the rumors "as greatly
exaggerated," the Bloomberg report said.

"The bond market is shrugging off this lawsuit because over the
past two weeks the bond market has realized it's not a good
argument," Adam Cohen, founder of Covenant Review, said in an
interview with Bloomberg. "Brown Rudnick came in with a long-shot
argument, and now the market is realizing that it's really
unlikely they'll win."

J.C. Penney rose 2.4 percent to $19.81 at the close in New York,
according to the Bloomberg report. The shares fell 44 percent in
2012, compared with a 25 percent gain for the Standard & Poor's
500 Retailing Index.

The case is J.C. Penney Co. Inc. v. US Bank National Association
as Indenture Trustee, 8276, Delaware Chancery Court (Wilmington).


JAMES RIVER: Has Significant Default Risk, Says Fitch
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates Fitch Ratings said in a report that James River Coal Co.
and Xinergy Corp. both have a "significant default risk" based on
prices the coal producers' bonds are fetching in the market.

There is hope on the horizon because Fitch believes "2013 will be
the trough year for coal pricing."

Fitch noted in its Feb. 5 report that bonds of the two companies
are trading at distress levels, meaning the yields are 10
percentage points more than the yield on Treasury bonds of
comparable duration.

Xinergy is a small coal miner in Central Appalachia.  On Feb. 6
purchasers were offering to buy the $195 million in 9.25 percent
secured bonds due 2019 for 60.375 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.

James River is an operator of coal mines mostly in central
Appalachia.  The $172.5 million in 4.5% senior unsecured
convertible notes due 2015 traded on Feb. 5 for 36.6 cents on
the dollar, to yield 47.638%, according to Trace.  The $270
million in 7.875 percent senior unsecured notes traded at 10:37
a.m. Feb. 6 for 52.61 cents on the dollar, for a yield of 22.455%,
Trace reported.

Fitch noted that 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/


K-V-PHARMACEUTICAL: Noteholders Say No Ambiguity in Makena Liens
----------------------------------------------------------------
Ad Hoc Senior Noteholders Group in the Chapter 11 cases of K-V
Discovery Solutions, Inc., et al., objected to the motion of the
Official Committee of Unsecured Creditors seeking for a
declaratory judgment that the senior noteholders did not have a
security interest in the Makena Assets as of the Petition Date.

The Ad Hoc Group is comprised of Silver Point Finance, LLC,
Whitebox Advisors, LLC, and Pioneer Investment Management, Inc.,
each as beneficial holders of in excess of 75% in principal amount
of the Senior Secured Notes due 2015 issued in the aggregate
principal amount of $225 million pursuant to that certain
Indenture, dated March 17, 2011.

According to the Noteholders Group, the Creditors Committee's
motion must be denied because:

   1. The pledge and security agreement and indenture
      unambiguously grant expansive security interests and lien
      rights to the senior secured noteholders;

   2. the Creditors Committee's interpretation of the agreements
      is unreasonable and must be rejected; and

   3. if the Court finds there to be an ambiguity in the
      agreement, then a reasonable opportunity to consider parol
      evidence must be allowed.

Alternatively, if the Court determines that the relevant
agreements are ambiguous, the Noteholders Group requests
additional time to complete discovery and submit supplemental
evidence to the Court at a hearing scheduled for the end of
February.

Wilmington Trust National Association, as senior indenture trustee
and collateral agent, joined in the objection of the Noteholders'
Group.

                     About K-V Pharmaceutical

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

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

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

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

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

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


K-V PHARMACEUTICAL: Keeps Control of Bankruptcy Case
----------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports K-V
Pharmaceutical Co. won an extension to keep exclusive control of
its restructuring case, but a bankruptcy judge left the door open
for creditors to file a rival proposal.

The Debtor in January filed a Chapter 11 reorganization plan where
first-lien lenders will receive 82% of the stock and a $50 million
second-lien term loan.  The plan is supported by holders of 78% of
the $225 million in senior secured notes.  A group of the lenders
making a $85 million loan to finance the plan will receive 15% of
the new stock.  According to the report, holders of $200 million
in convertible notes are to have 3% of the new stock along with
the ability to purchase more stock in a $20 million rights
offering at a price related to full payment of the senior notes.
General unsecured creditors are being offered $1 million cash to
divide among themselves.

                     About K-V Pharmaceutical

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

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

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

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

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

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


KAIDANS INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kaidans, Inc.
        dba University Inn
        1101 Frontage Rd.
        Oxford, MS 38865

Bankruptcy Case No.: 13-10413

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: Jason D. Woodard

Debtor's Counsel: Adam B. Emerson, Esq.
                  BRIDGFORTH & BUNTIN, PLLC
                  P.O. Box 241
                  5293 Getwell Road
                  Southaven, MS 38672
                  Tel: (662) 393-4450
                  E-mail: adam@bridgforthbuntin.com

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

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

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

The petition was signed by Rajendra Patel, owner.


KB HOME: S&P Revises Outlook to Stable; Affirms 'B' CCR
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on KB Home
to stable from negative and affirmed its 'B' corporate credit
rating on the company and issue-level ratings on $1.7 billion of
debt.  At the same time, S&P assigned a 'B' issue-level rating and
a '3' recovery rating to KB Home's proposed $150 million
convertible senior notes due 2019.  S&P revised its recovery
rating on the exisiting notes to '3' from '4', which indicates
S&P's expectation that lenders would receive a meaningful
(50%-70%) recovery in the event of default.

KB Home plans to use the net proceeds from the convertible senior
note sale, as well as a concurrent $100 million common equity sale
for general corporate purposes.  In S&P's view, the proceeds will
bolster KB Home's cash liquidity, which the company could use to
fund additional investments in land and possibly repay its 2014
debt maturity.

"Our rating on KB Home primarily reflects the company's "highly
leveraged" financial profile as evidenced by high book and EBITDA
based leverage metrics," said credit analyst George Skoufis.  "Our
"fair" business risk assessment reflects our view that KB Home's
market position in regions experiencing a sound recovery and
investments in new product and communities should contribute to
volume growth in fiscal 2013 and beyond and a return to consistent
profitability."

"Our return to stable outlook acknowledges improving operating
fundamentals and KB Homes' good positions within some of the
healthier housing markets that we expect will result in improved
profitability and key credit metrics.  Although we acknowledge
that leverage will remain high in 2013, we expect steady EBITDA
growth that will continue to support improvement in KB Home's
debt-to-EBITDA metrics.  The outlook also factors in adequate
liquidity, which is supported by the equity raise and assumed
execution of the revolving credit facility to bolster liquidity.
We would lower the rating if KB Home does not maintain an adequate
liquidity profile or if its operating results are weaker than what
we have assumed in our base line forecast resulting in slower
improvement to EBITDA and KB Home's leverage.  An upgrade is
unlikely in the near-term due to our expectation that leverage
will remain high during the forecast period, however we would
consider raising the rating if KB Home exceeds our forecast and
debt/EBITDA declines to the 4x-5x range and debt/capital improves
to 50%-60%.


KILOWATT PARK: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kilowatt Park Land, LLC
        999 East Basse Road
        #180-134
        San Antonio, TX 78209

Bankruptcy Case No.: 13-50299

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Robert P. Wilson, Esq.
                  LAW OFFICES OF ROBERT P. WILSON
                  26545 IH-10 West, Suite 150
                  Boerne, TX 78006
                  Tel: (210) 698-1933
                  Fax: (210) 698-1944
                  E-mail: rwlawoffice@yahoo.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 13 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txwb13-50299.pdf

The petition was signed by Saul Siegel, manager.


LEED CORP: Wins Confirmation of Reorganization Plan
---------------------------------------------------
Leed Corporation has obtained confirmation of its Fifth Amended
Chapter 11 Plan after addressing feasibility concerns.

Under the Plan, reorganizing the Debtor's operation consists of
three components, namely (1) the landscaping operations, (2) the
remaining eight rental properties, which will be liquidated, and
(3) the winding down of construction operations, consisting of the
Old School Project, Desert Rose and Riverview Subdivisions.

The Debtor proposes to (i) return the Debtor's primary business
operations back to its landscaping business which has proven to be
profitable over the years; (ii) retain those rental properties
that have a positive cash flow, during the term of the Plan until
the Debtor and Unsecured Creditor Committee determine the rental
properties must be liquidated; (iii) construction operations
will be restricted to the completion of the Old School Project,
which homes can be completed, in light of the settlement
agreements proposed herein and related financing, and sold for a
profit?which Net Sale Proceeds will be used to fund the Plan.

A copy of the Fifth Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/LEED_CORP_ds_5amended.pdf

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEHMAN BROTHERS: Bankruptcy Court Blocks Taxes on Deals
-------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York has blocked government agencies from taking
taxes on any deals that Lehman Brothers Holdings Inc. strikes
with buyers.

Judge Peck issued a ruling on January 31 that would direct any
government agency to accept any action or document tied to
Lehman's Chapter 11 plan without seeking taxes of any kind.  The
decision would give buyers assurances that the company's
transactions are free from government intervention.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that Lehman Brothers fostered no opposition to its request,
allowing Judge Peck to grant the request.  Mr. Rochelle noted
that the ruling isn't insignificant because it purports to
clarify that no real estate transfer taxes need be paid in the
future as Lehman sells billions of dollars of property for
distribution to creditors.  Although no one objected, it remains
to be seen if taxing authorities in the future claim a right to
payment of transfer taxes, contending they didn't receive notice
before the judge ruled.

According to the Bloomberg report, the judge also gave
flexibility in the timing of distributions because Lehman intends
on delaying the March 30 distribution by 30 days to insure
creditors receive the more than $2.5 billion from completing the
sale of apartment owner Archstone Inc., Lehman's largest asset.

Lehman is selling assets to pay creditors another $32 billion by
2016.  Among deals that will provide the company with additional
funds to pay creditors is the sale of its biggest property
holding, Archstone Enterprise LP.

Under the $6.5 billion deal, Lehman will receive nearly $2.69
billion in cash plus 34.5 million shares of Equity Residential's
stock and 14.9 million shares of AvalonBay Communities Inc.'s
stock that are worth about $3.8 billion combined.  The company
will have a 13.2% stake in AvalonBay and 9.8% stake in Equity
Residential after the deal.

Since its bankruptcy filing in 2008, Lehman has paid creditors
almost $33 billion or about 9 cents on the dollar.  The company
will make a third round of payments to creditors between March 25
and April 30.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: UK Watchdog Closes Case vs. Ernst & Young
----------------------------------------------------------
The Financial Reporting Council, a U.K. accounting watchdog,
refused to take any action against Ernst & Young over its auditing
of Lehman Brothers Holdings Inc. before its collapse in 2008,
Reuters UK reported.

The Financial Reporting Council's probe focused on how the
accounting firm had audited Lehman's London-based European unit.

"Following the conclusion of the investigation, the FRC's
executive counsel, Gareth Rees, has decided that no action should
be taken against E&Y or any individuals in connection with their
conduct in this matter," the FRC said.

The FRC decided not to take action against the firm despite
finding that after Lehman's bankruptcy filing, its administrators
identified a "significant shortfall in the pool of money held on
trust for clients," Reuters UK reported.

UK rules in force at the time of the Lehman collapse already
required banks to segregate funds that could be handed back to
customers in case of a failure.  FRC said the accounting firm had
signed off to the effect that Lehman had complied with these
rules, according to the report.

A key issue discussed in the case was whether money related to
Lehman's "prime brokerage" or major clients, required
segregation.  The FRC called in an expert to further investigate
the issue but decided to end the matter after concluding that
there was no realistic prospect of proving a case in front of a
tribunal, Reuters UK reported.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Creditors Say No Conflict of Interest for Milbank
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc.'s cases responded to objections by the U.S. Trustee
regarding Milbank Tweed Hadley & McCloy's representation of the
individual members of the creditors committee who are asking for
reimbursement of their fees.

"It is a blatant conflict of interest for Milbank to both review
the fees on behalf of the committee and simultaneously seek
payment of those fees on behalf of the individual committee
members," the U.S. Trustee said, pointing out that the committee
and its counsel have a duty to all unsecured creditors and must
review those fees.

Pursuant to Lehman's Chapter 11 plan, the committee will continue
to exist to perform all functions related to the review of fees
incurred prior to the effective date of the plan.  The retention
of its counsel also continues in order for the counsel to assist
the committee.

The Creditors Committee explains that throughout the Debtors'
chapter 11 cases, it has directed its counsel, Milbank, Tweed,
Hadley & McCloy LLP, to act on its behalf in the myriad matters
within its mandate.  Among those matters is the implementation of
all of the provisions of the Plan of Reorganization, including
Section 6.7 thereof, which provides for the payment of
professional fees incurred by Committee members in connection with
their service on the Committee, the Committee says.

Contrary to the U.S. Trustee's assertions, Milbank has not and
does not represent any of the Committee members in their
individual capacities, the Committee tells the Court.  As with
any other matter that falls within the scope of the Committee's
mandate, Milbank has and continues to represent the Committee in
connection with enforcing the Plan of Reorganization provision
with respect to payments under the provision, the Committee adds.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Files Retirees Benefit Plan Report
---------------------------------------------------
Lehman Brothers Holdings Inc. filed a report with the U.S.
Bankruptcy Court in Manhattan disclosing that no retired worker
has vested benefits under the Lehman Brothers Group Benefit Plan.

The report dated January 28 was prepared by Dechert LLP, a New
York-based law firm hired by the company to provide an
independent analysis of whether or not any Lehman retiree has
vested medical benefits under the plan.

Lehman maintained the plan to provide health benefits to
employees of the company and its subsidiaries.  Following its
bankruptcy filing in 2008, the company arranged for Aetna Life
Insurance Co. to offer substitute health care coverage to certain
retirees on an individual basis.

The company partially subsidized the health care coverage
provided by Aetna for the past three years.  Lehman's
subsidization of the coverage will end on December 31, 2013,
according to the report.

A full-text copy of the report can be accessed for free
at http://is.gd/vm9krI

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: SunPower Gets $74.6-Mil. Cash From Claim Sale
--------------------------------------------------------------
SunPower Corp. loaned 2.9 million shares of its class A common
stock to Lehman Brothers International (Europe) Limited in 2007.
On September 15, 2008, Lehman Brothers Holding Inc. filed
bankruptcy and thus the Company recorded a $213.4 million non-cash
loss in the third quarter of 2008.  In the fourth quarter of 2010,
the Company entered into an assignment agreement with Deutsche
Bank AG - London Branch under which the Company assigned to
Deutsche Bank its claims against LBIE in connection with the share
lending arrangement for cash proceeds of $24.0 million.

On July 3, 2012, pursuant to the February 2007 Share Lending
Arrangement with LBIE and its 2010 assignment of claims to
Deutsche Bank after the 2008 bankruptcy filing of Lehman, the
Company received $50.6 million of claim settlement in cash from
Deutsche Bank for the shares loaned to LBIE, which shares were not
returned to the Company following the bankruptcy of Lehman.

The Company had excluded the $213.4 million non-cash loss in the
third quarter of 2008 from its non-GAAP results of operations.
The Company has also excluded the $24.0 million and $50.6 million
of cash received from the sale of its claim against LBIE to
Deutsche Bank in the fourth quarter of 2010 and in the third
quarter of 2012, respectively.  Excluding the data related to the
share lending arrangement provides investors with a basis to
compare the Company's performance against the performance of other
companies without such non-operational transactions.

The disclosure was made in SunPower's earnings release for the
fourth quarter ended Dec. 30, 2012, a copy of which is available
for free at http://is.gd/CIGXez

                       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.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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 215/945-7000)


MARTIN MIDSTREAM: S&P Rates Proposed $250MM Unsecured Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Martin Midstream Partners L.P.'s and Martin
Midstream Finance Corp.'s proposed $250 million senior unsecured
notes due 2021.  S&P also assigned its '5' recovery rating to the
debt, indicating modest (10% to 30%) recovery of principal if a
payment default occurs.

The partnership intends to use net proceeds to repay outstanding
borrowings under its revolving credit facility, which had about
$77 million outstanding as of Sept. 30, 2012.  Martin is a
midstream energy partnership active in the U.S. Gulf Coast area,
specializing in terminalling and storage, pipeline transportation,
and sulfur services.  S&P's corporate credit rating on Martin is
'B+', and the outlook is negative.  As of Sept. 30, 2012, Martin
had about $256 million in debt.

RATINGS LIST

Martin Midstream Partners L.P.
Corporate credit rating         B+/Negative/--

New Rating
Martin Midstream Partners L.P.
Martin Midstream Finance Corp.
$250 mil sr unsecd notes        B
Recovery rating                5


METALS USA: Moody's Reviews 'B1' CFR for Possible Upgrade
---------------------------------------------------------
Moody's Investors Service placed the B1 corporate family rating,
B1-PD probability of default rating and B2 senior secured term
loan rating of Metals USA Inc. under review for upgrade.

This rating action follows the announcement that Reliance Steel &
Aluminum (Baa3) has reached an agreement to acquire Metals USA for
approximately USD1.2 billion in cash. The company's speculative
grade liquidity rating of SGL-3 was affirmed.

On Review for Upgrade:

  Corporate Family Rating, Placed under Review for Upgrade,
  currently B1

  Probability of Default Rating, Placed under Review for Upgrade,
  currently B1-PD

  USD225 million Senior Secured Term Loan due 2019, Placed under
  Review for Upgrade, currently B2

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review of Metals USA for upgrade reflects the likely benefit
of the proposed merger with Reliance Steel & Aluminum. The review
will focus on the financing structure and credit profile of the
pro-forma combined company, its business prospects, ability to
achieve synergies, and its ability to de-lever. The review will
also evaluate the company's liquidity profile, debt capital
structure and financial policies. The proposed transaction is
likely to be a credit positive for Metals USA since Reliance Steel
is a much larger, more diversified and better capitalized company
with stronger credit metrics. The pro forma consolidated business
profile and credit metrics are likely to be stronger than Metals
USA on a standalone basis.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services Industry Methodology
published in November 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.

Metals USA, Inc., headquartered in Fort Lauderdale, Florida is a
leading U.S. distributor of carbon steel, stainless steel,
aluminum, red metals, and manufactured metal components. The
company conducts its operations through two metal service center
segments, Plates and Shapes and Flat Rolled and Non-Ferrous, and a
small Building Products division primarily servicing the
residential remodeling market. The metal service center segment
serves the aerospace and defense, automotive, marine
transportation, heavy equipment, commercial construction, energy
and oilfield services industries. Metals USA, Inc. generated
approximately USD2.0 billion in revenues for the trailing twelve
months ending September 30, 2012. The company is approximately 53%
owned by Apollo Management.


METALS USA: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on Metals USA Holdings Corp. on
CreditWatch with positive implications.  This follows the
announcement that the company has agreed to be acquired by
Reliance Steel & Aluminum Co.

"The rating action is based on Metals USA's potential acquisition
by higher-rated Reliance, and S&P's expectation is that its
existing debt will likely be refinanced by Reliance at the closing
of the transaction," said Standard & Poor's credit analyst Chiza
Vitta.

Under the terms of the acquisition, Reliance will acquire all
outstanding shares of Metals USA for $20.65 per share in cash or
an enterprise value of about $1.2 billion.  Reliance expects to
fund the transaction and refinance Metals USA's existing debts
from Reliance's existing $1.5 billion credit facility as well as
adding new debt.  The agreement includes a 30-day "go-shop" period
that allows Metals USA to seek alternative bids from third
parties.

The rating on Metals USA reflects Standard & Poor's assessment of
the company's business risk as "weak" and financial risk as
"aggressive," highlighted by the significant volatility associated
with the company's end markets and cash flows and its thin
operating margins.  Nevertheless, the company has an "adequate"
liquidity position that benefits from a variable cost structure
and its ability to generate cash flow from working capital
during periods of soft end markets.

In resolving the CreditWatch listing, S&P will monitor the
progress that the companies make toward closing the transaction,
which S&P expects to occur by the end of the second quarter.
S&P expects to raise its corporate credit rating on Metals USA
upon closing, aligning it with the rating on Reliance and,
subsequently, to withdraw both S&P's corporate credit and issue-
level ratings on the company once the existing debt has been
refinanced.


MF GLOBAL: Customer Funds Rules Get Another CFTC Hearing
--------------------------------------------------------
Silla Brush (sbrush@bloomberg.net), writing for Bloomberg News,
reported that the top U.S. derivatives regulator discussed
proposals to bolster protections for customer funds after the
collapse of MF Global Holdings Ltd. and Peregrine Financial Group
Inc. spurred calls for an overhaul of rules.

The Bloomberg report said the Commodity Futures Trading Commission
held a roundtable meeting in Washington following a proposal last
year to increase auditing standards and disclosure of brokerage
risks to clients. Participants discussed efforts to oversee self-
regulatory organizations, including the CME Group (CME) Inc., and
their duties to monitor futures brokers.

"We want to ensure we are doing anything and everything to protect
customer funds," Bart Chilton, one of three Democrats on the
commission, said at the meeting, according to Bloomberg. "We have
implemented some things already and have proposals out for public
comment."

The meeting, the third roundtable in the last year on the topic,
was scheduled 15 months after MF Global filed for bankruptcy and
reported a $1.6-billion shortfall in customer funds, Bloomberg
said. The shortfall and the collapse of Peregrine less than a year
later prompted scrutiny of the CFTC and self-regulatory
organizations in Congress and the futures industry.

Bloomberg recalled that the CFTC on Oct. 23 proposed a series of
disclosure requirements for futures brokers to give customers
greater accounting of their funds. The proposals also would
require heightened disclosure by brokers about how client
collateral is held at custodial banks such as JPMorgan Chase & Co.
(JPM), State Street Corp. (STT) and Bank of New York Mellon (BK)
Corp. Standards for auditors of brokerages would also be increased
under the rule.

                           Daily Reports

Futures brokerages should provide the public access to daily
reports on the segregation of customer funds, reports on their
balance sheet leverage, and other information, William Thum,
principal at Valley Forge, Pennsylvania-based Vanguard Group Inc.,
said at the meeting, Bloomberg cited. "The information can't be
withheld altogether or be withheld long after it is valuable,"
Thum said at the meeting.

The reports should provide more frequent information about the
leverage of brokers, James Koutoulas, chief executive officer of
Typhon Capital Management LLC and president of the Commodity
Customer Coalition that has advocated for stronger protections
following MF Global, said. "Any sophisticated investor can look at
monthly numbers and get somewhat of an idea but you really need to
look at an intra-month basis," Koutoulas said.

                          Prison Sentence

Bloomberg related that Russell Wasendorf Sr., founder of now-
bankrupt Peregrine, as sentenced on Jan. 31 to 50 years in prison
for what prosecutors said was the theft of more than $215 million
from the commodities firm's customers.

James W. Giddens, the trustee overseeing the bankruptcy of the
brokerage subsidiary of MF Global, has been working to narrow the
shortfall in customer funds, according to Bloomberg.  MF Global
Inc., the U.S. brokerage subsidiary, won approval from a
bankruptcy judge on Jan. 31 for a settlement with U.K. affiliate
MF Global UK Ltd. Including a settlement with the broker's parent,
MF Global Holdings Ltd. (MFGLQ), domestic futures customers can
expect a 93 percent recovery of funds, Giddens said in a court
filing.

                          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 Affirms 'BB-' CCR; Outlook Negative
----------------------------------------------------------
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, S&P expects Micron to incur higher costs to
integrate Elpida, which should consume a portion of cash balances.
However, S&P expects 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, S&P expects 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 S&P's expectations for
highly variable operating trends, S&P expects credit measures to
vary widely over a cycle.

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 its 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

RATING CORRRECTED
Micron Technology Inc.
Corporate Credit Rating               BB-/Negative/--

RATINGS UNAFFECTED
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


MMRGLOBAL INC: NEHTA Possibly Infringing on Two Patents
-------------------------------------------------------
MMRGlobal, Inc., was informed that the government, both at the
state and federal level, in Australia, through the National E-
Health Transition Authority (NEHTA), could possibly be infringing
on patents belonging to the Company (including Australian patent
numbers 2006202057 and 2008202401) and other Intellectual Property
issued to MyMedicalRecords.com, Inc., a wholly owned subsidiary of
the Company.

NEHTA has reportedly spent an estimated one billion Australian
dollars on a Personal Health Records Program which is the subject
of the possible infringement, and which may incorporate numerous
portions of the MMR IP.  The Company is planning on retaining
counsel in Australia to determine if any patent infringement of
the MMR IP has occurred.  At this time there can be no assurances
as to the outcome of any potential infringement by any Australian
Government or NEHTA.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MOSS FAMILY: Court Approves Use of Banks' Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
approved a stipulation authorizing Moss Family Limited Partnership
and Beachwalk L.P. to use the cash collateral funds generated from
Horizon Bank, N.A.'s collateral.

On Oct. 23, 2012, the Debtors entered into a stipulation with
Horizon Bank on the use of cash collateral to allow them to
continue to operate, an in return, provide adequate protection
payments to Horizon.  The stipulation amends the original
stipulation dated Oct. 9, 2012.

The Court also approved stipulations and agreed orders extending
interim orders that:

   1. authorizes the use of First Bank's cash collateral until
      March 31, 2013, at 11:59 p.m.;

   2. authorizes the use of Bank of America's cash collateral
      until June 30, 2013, at 11:59 p.m.; and

   3. authorizes the use of Fifth Third Bank's cash collateral
      until March 31, 2013, at 11:59 p.m.

Further hearings will be held on: (i) March 26, at 1:30 p.m., for
further use of First Bank's cash collateral; (ii) June 18 at 1:30
p.m., for Bank of America's cash collateral; and (iii) March 26,
at 1:30 p.m., for Fifth Third's cash collateral.

The indebtedness owed to Fifth Third Bank under the loan
documents as of the Petition Date is $2,101,587.  As adequate
protection from any diminution value of the lender's collateral,
the Debtor will, among other things:

   -- grant the Bank replacement liens in all assets of the
      Debtors;

   -- make interest payments based upon 250 points over the 30-day
      LIBOR rate; and

   -- maintain insurance on the collateral.

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.


MUNICIPAL MORTGAGE: TE Bond Sub Plans to Issue $74MM Pref. Shares
-----------------------------------------------------------------
MuniMae TE Bond Subsidiary, LLC, a subsidiary of Municipal
Mortgage & Equity, LLC, executed a share purchase agreement in
which TE Bond Sub agreed to issue $74 million of 5.0% Series A-5
Cumulative Mandatorily Redeemable Preferred Shares with a
$2,000,000 liquidation preference per share in a private placement
to qualified institutional buyers, which the Company anticipates
to close on Feb. 5, 2013.  The offering is exempt from the
registration provisions of the Securities Act of 1933, as amended,
by virtue of Section 4(2) of the Act as a transaction by an issuer
not involving any public offering.

The Series A-5 Preferred Shares will receive quarterly
distributions beginning April 30, 2013, will receive partial
liquidation preference payments of $25,000 per share per quarter
beginning July 31, 2013, will be subject to remarketing on
Jan. 31, 2018, and will mature and be subject to mandatory
redemption on April 30, 2028.  In the event of a failed
remarketing on Jan. 31, 2018, or any subsequent remarketing date,
the rate will reset to two times the 10-year MMD Yield under the
heading "Baa"; provided, however, in no event will the failed
remarketing rate be less than the 5.0% initial distribution rate.
As of Jan. 31, 2013, the 10-year "Baa" MMD Yield was 3.27%.

The net offering proceeds after deduction of the initial
purchaser's discount of $740,000 and other offering expenses will
primarily be used to redeem the existing Series A, A-3 and C
preferred shares in full with an early redemption premium.
Concurrently with the closing of the Series A-5 offering, TE Bond
Sub expects to purchase and retire one share of the existing
Series D preferred shares at 80% of par plus accrued interest.
The aggregate liquidation preference of all preferred shares being
redeemed or retired is currently $70.2 million.  As a result of
the transactions, the anticipates that its initial annualized
distributions and partial liquidation preference payments due to
the TE Bond Sub preferred shareholders will be reduced by
approximately $1.9 million and $1.1 million, respectively, as
compared to the quarter ended Dec. 31, 2012.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2012, showed $1.85
billion in total assets, $1.12 billion in total liabilities and
$723.23 million in total equity.


MUSCLEPHARM CORP: Completes $12MM Offering of Series D Stock
------------------------------------------------------------
MusclePharm Corporation completed the final closing of a
$12 million registered direct offering of its Series D Convertible
Preferred Stock.  The Frost Group, LLC, headed by Miami
entrepreneur Dr. Phillip Frost, was the lead investor in the
offering and elected to increase its previously announced
investment in the offering to a total of $2.9 million.

MusclePharm issued a total of 1,500,000 shares of its Series D
Convertible Preferred Stock in a registered direct offering at a
price of $8.00 per share.  Each share of Series D Convertible
Preferred Stock is convertible into two shares of common stock,
subject to adjustment.  The net proceeds to MusclePharm from the
closings were approximately $10.8 million after deducting
placement agent fees and offering expenses.

GVC Capital LLC acted as the lead placement agent for this
offering.

Additional information about the transaction is available at:

                        http://is.gd/TPV2Z1

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIONAL MENTOR: $30-Mil. Debt Add-On No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service said that National Mentor Holdings,
Inc.'s USD30 million add-on to its USD522 million term loan B-1
due February 2017 is credit-positive, but does not currently
impact the B3 Corporate Family Rating, B1 rating for the senior
secured credit facilities, or stable outlook.

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

Headquartered in Boston, MA, National Mentor Holdings, Inc.
(National Mentor) through its subsidiaries, provides home and
community-based health and human services to (i) individuals with
intellectual/developmental disabilities ("I/DD"); (ii) persons
with acquired brain injury ("ABI") and other catastrophic injuries
and illness; and (iii) at-risk youth with emotional, behavioral or
medically complex needs and their families ("ARY"). Most of the
company's services involve residential support, typically in small
group homes, host homes, and small specialized community
facilities. Non-residential services consist primarily of day
programs and periodic services in various settings. National
Mentor is privately-owned by private equity sponsor Vestar Capital
Partners V, L.P. The company reported net revenue of approximately
USD1.1 billion for the twelve months ended Sept. 30, 2012.


NEENA HOSPITALITY: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Neena Hospitality, Inc.
        dba Americas Best Value Inn
        fdba Best Western
        1202 E. Ironwood CC Dr.
        Normal, IL 61761

Bankruptcy Case No.: 13-70175

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Andrew Bourey, Esq.
                  BOUREY LAW OFFICES
                  101 S Main St #501
                  Decatur, IL 62523
                  Tel: (217) 422-2400
                  E-mail: bkmail@boureylaw.com

Scheduled Assets: $2,141,700

Scheduled Liabilities: $3,605,392

A copy of the Company's list of its 27 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilcb13-70175.pdf

The petition was signed by Shivkumar Punjabi, president.


NEW ENERGY CORP: Shuttered Ethanol Plant Sold for $2.5 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 100 million-gallon-a-year ethanol plant near
South Bend, Indiana belonging to New Energy Corp. will be
purchased for $2.5 million by a joint venture between Maynards
Industries (1991) Inc. and Biditup Auctions Worldwide Inc.

According to the report, the bankruptcy judge in South Bend,
Indiana, approved the sale on Feb. 5 and in the process rejected a
challenge to the auction by a bidder who argued there was
collusive bidding by the two winners when they joined together.

The report relates that the objection, from Natural Chem Holdings
LLC, contended that the two winners initially bid separately and
against everyone else.  The judge said they received permission
from New Energy to make a joint venture.  Without the joint
venture, the judge said the two winners would not have continued
bidding and wouldn't have pushed the price higher.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEWPORT LIQUORS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Newport Liquors, Inc.
        dba Richard's Market
        243-247 Atlantic Street
        Quincy, MA 02169

Bankruptcy Case No.: 13-10690

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Matthew T. Desrochers, Esq.
                  THE LAW OFFICES OF MATTHEW T. DESROCHERS
                  274 Main Street, Suite 208
                  Reading, MA 01867
                  Tel: (781) 279-1822
                  Fax: (781) 944-1599
                  E-mail: mssslaw@yahoo.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mab13-10690.pdf

The petition was signed by Stephen Racette, president.


NII HOLDINGS: Moody's Lowers CFR to B2; Rates $400MM Notes B2
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of NII Holdings Inc. to B2 from B1. The downgrade reflects Moody's
expectations that the company's operating performance will remain
weak for longer than originally expected due primarily to delays
in deploying a 3G network. Increasing price competition and
depreciating local currencies are exacerbating NII's challenges.

Moody's has also rated NII International Telecom S.C.A.'s (a newly
formed subsidiary holding company of the parent) proposed $400
million Senior Unsecured Notes B2. The proposed notes will be used
for general corporate purposes.

Moody's also downgraded all Senior Unsecured Notes held at NII
Capital Corp. to Caa1 from B2. The lower rating for NII Capital
Corp.'s notes are attributable to their subordinate ranking to NII
International Telecom S.C.A.'s proposed note offering as well as
local debt at the operating companies. NII's Speculative Grade
Liquidity ("SGL") Rating was also affirmed at SGL-1. The outlook
is negative.

Moody's has taken the following rating actions:

NII Holdings, Inc.

  Corporate Family Rating, downgraded to B2 from B1

  Probability of Default Rating, downgraded to B2-PD from B1-PD

  Outlook, changed to Negative from Stable

NII International Telecom S.C.A.

  Proposed Senior Unsecured Notes, assigned B2 (LGD3, 49%)

NII Capital Corp.

  $800 Million Senior Unsecured Notes due 2016, downgraded to
  Caa1 (LGD5, 79%) from B2 (LGD5, 75%)

  $500 Million Senior Unsecured Notes due 2019, downgraded to
  Caa1 (LGD5, 79%) from B2 (LGD5, 75%)

  $1,450 Million Senior Unsecured Notes due 2021, downgraded to
  Caa1 (LGD5, 79%) from B2 (LGD5, 75%)

Ratings Rationale

The downgrade of NII's CFR reflects Moody's view that consolidated
EBITDA will continue to decline through at least the first half of
the year, due primarily to continuing subscriber losses in Brazil,
NII's largest market. Increasing price competition and weak local
currencies will exacerbate the margin pressure and weaken
operating cash flow. Finally, significant capital spending on
broadband deployment (3G) designed to improve the company's
product offerings will lead to a fairly significant drain of the
company's cash balances during 2013. Cash balances could continue
to decline beyond the first half of 2014 if execution of the new
business plan is less than flawless, a development Moody's does
not expect since it believes that the new management team is
strong with a proven record of success. A tower sale would improve
the company's liquidity but would increase debt due to the leases
NII would need to enter into. Without considering the impact of a
tower sale and leaseback, Moody's expects NII's leverage (Debt to
EBITDA, Moody's adjusted) will increase to above 7.0 times in 2013
from 4.5 times LTM to September 30, 2012.

NII Holding's B2 corporate family rating reflects its small scale,
the increasingly competitive environment in which it operates as
well as the capital intensity of the wireless industry. The
presence of substantially larger, better funded competitors
capable of disrupting NII's niche market position together with
the sovereign, financial, operating and event risk inherent in
NII's Latin American markets also constrains the rating. The
rating is supported by NII's still good liquidity and its base of
recurring revenues.

Operational missteps and delays in deploying the critical 3G
network have exacerbated the impacts from a weak economic
backdrop, weaker local currencies, and pressure on service pricing
as a result of intense competition. Consequently, financial
performance has been below expectations over the last several
quarters. Nevertheless, exposure to the large and expanding
markets in Mexico and Brazil offer an opportunity for healthy
earnings and cash flow growth if the company is able to
successfully transition to a premium wireless broadband provider.

The company has taken steps to improve performance, including
management changes, an enhanced handset lineup, expanded
distribution and a culling of unprofitable customers in Brazil.
This could lead to stronger operating and financial performance
over the longer term. Moody's confidence is based on the solid
performance that the company was able to generate previously and
Moody's belief that a high quality broadband service offering
combined with an enhanced push-to-talk product will appeal to a
broad customer set in NII's markets.

Under Moody's Loss Given Default Methodology, the Caa1 rating on
NII Capital Corp.'s senior unsecured notes reflects both the
overall probability of default of NII, to which Moody's assigns a
Probability of Default of B2-PD, and the senior structured ranking
of NII International Telecom S.C.A.'s proposed senior unsecured
notes offering rated B2. The assessment also reflects the
significant liabilities, both debt and non-debt, held at NII's
operating companies and Moody's expectation that these liabilities
will not increase materially (on a percentage basis) in the future
even though they provide a currency hedge in addition to offering
attractive economics. Moody's does note that it expects NII will
continue to draw down on its equipment facilities located at
Nextel Brazil, Nextel Mexico and Nextel Chile.

NII's SGL-1 liquidity rating reflects the company's large cash
balances and good cash generation capabilities. Moody's notes that
the company had approximately $1.7 billion in cash and short-term
investments as of September 30, 2012 (about 80% is in $USD) which
exceeds the levels required to fund 2013 operations and meet
upcoming maturities. NII does not maintain a revolving credit
facility, but the company does utilize a wide array of local
funding in the markets in which it operates, including over $600
million available through vendor financing facilities primarily
based in Brazil and Mexico. There are no significant debt
maturities scheduled until 2016, when $800 million of senior
unsecured notes mature.

Moody's has revised its outlook for NII to negative from stable
reflecting the challenges and difficulty that it believes the
company will continue to face in stabilizing its operating
performance and maintaining credit metrics consistent with the B2
Corporate Family Rating (CFR).

While an upgrade is unlikely in the near-term, positive rating
pressure could develop if NII executes flawlessly, reestablishes a
niche position (this time a premier wireless broadband operator)
and undertakes an effort to reduce leverage. Specifically, if the
company were likely to sustain Debt to EBITDA below 3.5 times
while generating free cash flow as a percentage of debt in the
low-to-mid-single digits, positive ratings pressure could develop.

Moody's would likely lower the company's rating if its overall
subscriber growth stalls, if churn increases materially or if
EBITDA margin erosion is likely to persist throughout 2014. These
developments, or a significant amount of new debt financing would
likely result in Debt to EBITDA remaining above 6.0 times on a
sustained basis, which would put additional pressure on the
rating.

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


NORTH AMERICAN BREWERIES: S&P Assigns 'B' CCR Following Merger
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Delaware-based North American Breweries
Holdings LLC (NAB) following its merger with and into CCR
Breweries Inc. at the completion of the acquisition of NAB by
Cerveceria Costa Rica S.A. (CCR, not rated) for approximately
$390 million.  CCR is a majority owned subsidiary of Florida Ice
And Farm Co. S.A. (not rated).  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue level rating on
NAB's $175 million senior secured term loan due 2018 following its
merger with CCR Breweries, as initial borrower of the loan.  The
recovery rating remains '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for creditors in the event of a
payment default.  Net proceeds of the term loan along with
approximately $200 million equity contribution from CCR, which CCR
in turn financed with its own term loan (unrated), partially
refinanced NAB's existing debt and funded the acquisition of NAB
by CCR.

In addition, S&P withdrew its 'B' corporate credit rating on CCR
Breweries.

Pro forma for the acquisition, S&P estimates NAB would have about
$192 million in total debt outstanding as of Sept. 30, 2012.

The corporate credit rating on NAB reflects Standard & Poor's
assessment of the company's business risk profile as "vulnerable"
and financial risk profile as "highly leveraged.

"Key credit factors incorporated into our business risk profile
assessment include the company's relatively small size and narrow
focus within the mature and highly competitive U.S. beer industry,
and exposure to volatile commodity costs," said Standard & Poor's
credit analyst Jean Stout.

S&P views NAB's management and governance to be "fair".  S&P views
the company's financial risk profile as "highly leveraged" despite
credit measures closer to those indicative ratio ranges for an
"aggressive" financial risk profile and "adequate" liquidity.
This is in part due to S&P's view of the company's financial
policy as aggressive following the acquisition.


NORTHAMPTON GENERATING: Has Until March 15 to Use Cash Collateral
-----------------------------------------------------------------
Northampton Generating Company, L.P., notified the U.S. Bankruptcy
Court for the Western District of North Carolina of the ninth
amendment of final order regarding use of cash collateral and
adequate protection.

The ninth amendment, filed with the written consent of the
collateral agent, provides that Section 16(viii) of the final
order is amended to provide a new date of March 15, 2013.

As reported in the TCR, the Court on Jan. 13, 2012, entered a
final order regarding use of cash collateral and adequate
protection.  U.S. Bank National Association, as successor
collateral agent and successor senior bond trustee for the senior
bonds and Law Debenture Trust Company of New York, not
individually but as successor bond trustee has consented to the
Debtor's access to the cash collateral to operate its business
postpetition.

As of the Petition Date, the Debtor has obligations associated
with certain resource recovery revenue bonds issued for Debtor's
benefit in 1994.  The amounts due and owing by Debtor with respect
to the Bonds and Bond Documents are:

   i) unpaid principal on the Senior Bonds in the amount of
      $71,400,000;

  ii) unpaid principal on the Junior Bonds in the amount of
      $19,100,000;

iii) accrued but unpaid interest on the Senior Bonds in the
      amount of $2,011,496;

  iv) accrued but unpaid interest on the Junior Bonds in the
      amount of $2,688,749; and

   v) unliquidated, accrued and unpaid fees and expenses of the
      Bond Trustees and their counsel incurred through the
      Petition Date.

As adequate protection from diminution in value of the lenders'
collateral the Debtor will grant each Bond Trustee replacement
lien and security interest (the Rollover Lien) in all assets of
the Debtor existing on or after the Petition Date of the same type
as the prepetition Bond Collateral, a superpriority administrative
expense claim status, subject to carve out.

Additionally, the Debtor will make adequate protection payments
based on fees and expenses of (x) the Bond Trustees and their
respective professionals and (y) certain specified professionals
representing the holders of the Junior Bonds, incurred in
connection with the Bonds, including the Prepetition Expense
Claim.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

The Court on Jan. 29, 2013, entered a confirmation order approving
the reorganization plan.  Under the Plan, holders of $73.4 million
in senior secured bonds are receiving $50 million in new bonds,
for a predicted 68% recovery.  The new $50 million in bonds accrue
5% interest and come due in December 2023.  Interest will be paid
in cash to the extent of available cash flow.  There will be no
payments of principal except for a portion of excess cash flow, if
any.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


NPS PHARMACEUTICALS: BlackRock Discloses 6.1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 5,319,682 shares of common
stock of NPS Pharmaceuticals Inc. representing 6.14% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 4,987,566 common shares or a 5.97% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available at:

                        http://is.gd/3ltK6V

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $165.46
million in total assets, $212.20 million in total liabilities and
a $46.74 million total stockholders' deficit.


OHIO HOUSING: Moody's Cuts Rating on $5.4MM Debt to 'B2'
--------------------------------------------------------
Moody's Investors Service has downgraded to B2 from Ba1 the rating
of Ohio Housing Finance Agency, Multi-Family Housing Revenue Bonds
(Sharon Green Townhomes) 2005G (the "Bonds"). This rating action
affects USD5,490,000 in outstanding debt.

This rating action removes the Bonds from review for downgrade
following an analysis of the asset-to-debt ratio and cash flow
projections, assuming 0% reinvestment rates, which demonstrated
insufficiencies that were more consistent with a lower rating.

Ratings Rationale

The B2 rating is based on the current asset-to-debt ratio of
99.06%, given the 20 day notice of redemption period. The rating
reflects the risk that if full payment was received on the loan
from Fannie Mae upon a loan default and the Bonds were redeemed
from that payment in accordance with the indenture then there
would be insufficient funds to pay the Bonds in full.

What Could Change The Rating: Up

- An increase in the asset-to-debt ratio above 100% and to a level
where cash flow shortfalls are not projected under stress
scenarios.

What Could Change The Rating: Down

- Further deterioration of the asset-to-debt ratio or cash flow
projection performance.

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.


PARAMJEET MALHOTRA: Relators Didn't Uncover Trustee's Fraud
-----------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a Washington
federal judge on Tuesday dismissed a qui tam False Claims Act suit
brought by a couple alleging a former bankruptcy trustee defrauded
the U.S. government through an illegal kickback scheme in
connection with property sales in bankruptcy proceedings, saying
the relators did not uncover the fraud.

U.S. District Judge James L. Robart said that the court lacks
subject matter jurisdiction to hear the FCA suit because
individual plaintiffs Paramjeet and Sunita Malhotra did not have
true knowledge of any fraudulent conduct against the trustee, the
report related.


PATRIOT COAL: Promotes Michael Day to EVP for Operations
--------------------------------------------------------
Patriot Coal Corporation announced that Michael D. Day has been
promoted to the new position of Executive Vice President -
Operations.  Previously, Mr. Day served as Senior Vice President
overseeing Patriot's West Virginia Central and Kentucky
operations, along with its centralized engineering group.  In his
expanded role, Mr. Day will assume responsibility for all of
Patriot's operations, as well as the safety, engineering,
purchasing, and maintenance functions.  He will continue to report
to Bennett K. Hatfield, President and Chief Executive Officer.

"Mike is a proven and experienced leader with operations and
engineering expertise.  In his new position, he will oversee a
number of operational cost reduction initiatives that are critical
to achieving the results in our business plan," stated Patriot
President and Chief Executive Officer Bennett K. Hatfield.  "Mike
will further strengthen our executive management team and support
Patriot's ongoing reorganization efforts."

Regional operations executives reporting to Mr. Day will be James
N. Magro - Senior Vice President - West Virginia Northern Region;
John R. Jones - Senior Vice President - West Virginia Southern
Region; Matthew G. Cook - Vice President - West Virginia Central
Region; and Robert W. Bosch - General Manager - Kentucky
Operations.

Also reporting to Mr. Day will be Terry G. Hudson - Vice President
- Safety; Kent R. DesRocher - Vice President - Engineering; C.
Wayne Elkins - Vice President - Materials Management; and James R.
Clendenen - Director of Maintenance.

Mr. Day has more than 20 years of mining experience and holds a
Bachelor of Science degree in Mining Engineering from the
University of Kentucky.

Prior to joining Patriot, Mr. Day served in a variety of
management positions from 1992 through 2008 at Magnum Coal
Company, Arch Coal, Inc. and James River Coal Company.  In his new
position Mr. Day will receive an annual base salary of $450,000.

                     Indemnification Agreement

On Jan. 30, 2013, the Board authorized Patriot to enter into an
Indemnification Agreement and Third Amendment to Employment
Agreement with Bennett K. Hatfield, President and Chief Executive
Officer and a Director of Patriot.  Mr. Hatfield was named
Patriot's President and Chief Executive Officer and elected to the
Board, effective Oct. 23, 2012.

Patriot has previously entered into indemnification agreements
with its current and past directors and certain executive
officers.  Pursuant to the Indemnification Agreement and
consistent with the indemnification rights provided to directors
under Patriot's amended and restated certificate of incorporation,
Patriot agrees, subject to the limitations contained in the
Indemnification Agreement, to indemnify and hold harmless Mr.
Hatfield to the fullest extent permitted or authorized by the
General Corporation Law of the State of Delaware in effect on the
date of the Indemnification Agreement or as such laws may be
amended or replaced to increase the extent to which a corporation
may indemnify its directors.  The Indemnification Agreement does
not cover matters which occurred prior to Patriot's Chapter 11
filing on July 9, 2012.

The Amendment, which is effective Oct. 23, 2012, was entered into
to reflect Mr. Hatfield's new role and reporting relationship as
President and Chief Executive Officer of Patriot.

                         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.


PEDEVCO CORP: Files Amendment No. 3 to Form S-1 Prospectus
----------------------------------------------------------
Pedevco Corp filed with the U.S. Securities and Exchange
Commission amendment no. 3 to the Form S-1 registration statement
relating to the offering of undetermined amount of shares of
common stock of the Company.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PEDO."  On Feb. 1, 2013, the last reported bid
price per share of the Company's common stock as quoted on the
OTCBB was $1.90 ($5.70 assuming effectiveness of our pending 1 for
3 reserve stock split).  The Company has applied to list its
common stock on the NYSE MKT under the symbol "PED."  A listing of
the Company's common stock on the NYSE MKT is a condition to this
offering.

A copy of the amended prospectus is available at:

                         http://is.gd/5cl4Pc

                         About PEDEVCO Corp.

PEDEVCO Corp., d/b/a Pacific Energy Development  (OTCBB:PEDO) is a
publicly-traded energy company engaged in the acquisition and
development of strategic, high growth energy projects, including
shale oil and gas assets in the United States and Pacific Rim
countries.  The company's producing assets include its Niobrara
Asset located in the DJ Basin in Colorado, the Eagle Ford Asset in
McMullen County, Texas, and the North Sugar Valley Field located
in Matagorda County, Texas.  The company was founded in early 2011
and has offices in Danville, California and Beijing, China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PENSON WORLDWIDE: March 14 Set for Disclosure Statement Hearing
---------------------------------------------------------------
BankruptcyData reported that Penson Worldwide filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Liquidation
and related Disclosure Statement.

According to the Disclosure Statement, "On the Effective Date of
the Plan, all of the Debtors' assets will be transferred to PTL, a
newly formed Delaware limited liability company, for the
liquidation, administration, and distribution of the Debtors
assets to creditors in accordance with the terms of the Plan and
PTL LLC Agreement. PTL will be managed by a Board of Managers and
the Chief Officer designated by the Board of Managers. The initial
Board of Managers will consist of three members, two of whom will
be appointed by the Second Lien Noteholders Committee and one of
whom will be appointed by the Convertible Noteholders Committee,"
the report related.

The Court scheduled a March 14, 2013 hearing to consider approval
of the Disclosure Statement.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PETTERS COMPANY: Withers Okayed for Virgin Islands Issues
---------------------------------------------------------
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 Withers BVI as counsel effective as of Oct. 1, 2012.

Withers is expected to advise the trustee with respect to British
Virgin Islands law, the status of British Virgin Islands
corporations, legal strategies and to represent the trustee in any
resulting litigation in the British Virgin Islands, and related
matters.

Nikitas John Olympitis, a special counsel in the law firm of
Withers BVI, tells the Court that the hourly rates of the firm's
personnel are:

         Jon Wall, partner                          $700
         Niki Olympitis, special counsel            $700
         Sara-Jane Knock, associate                 $380
         Sharada Shaw, paralegal                    $255

To the best of the trustee's knowledge, Withers does not hold or
represent an interest materially adverse to the Debtors, the
estates, 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.


PINK TEA CUP: Greenwich Village Eatery Files for Bankruptcy
-----------------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
The Pink Tea Cup in Greenwich Village has filed for Chapter 11
bankruptcy protection.  The report notes the eatery over the past
few years has closed and moved twice.  It transferred to its
latest location, 538 Sixth Ave., last year.  Its lawyer, David
Biondi, Esq., said the restaurant needs time to pay off debts it
ran up while it lacked a liquor license.  Mr. Biondi said the
restaurant recently secured a liquor license.

The report relates The Pink Tea Cup disclosed in court papers it
has between $50,000 and $100,000 in assets and between $100,000
and $500,000 in liabilities.  The Pink Tea Cup was bought in 2010
by Lawrence Page.


PINNACLE AIRLINES: New COO to Get $265,000 as Annual Salary
-----------------------------------------------------------
Pinnacle Airlines Corp. has named Ryan Gumm as senior vice
president and chief operating officer, effective Feb. 5, 2013.
Upon the Company's emergence from bankruptcy, Mr. Gumm will become
president and chief executive officer, and John Spanjers will
retire.

"We're excited to welcome Ryan to the executive leadership team,"
said Pinnacle Airlines President and CEO John Spanjers.  "He
brings vast experience in airline operations and will take on a
central role in Pinnacle's providing safe and reliable services to
its customers."

Mr. Gumm was previously executive vice president and chief
operating officer of Delta Private Jets.  Prior to that, he was
president of Comair.  He also served in leadership positions at
Freedom Airlines and Mesa Airlines.  Mr. Gumm earned a Bachelor of
Science degree in Professional Aeronautics from Embry-Riddle
Aeronautical University.  He holds an Airline Transport Pilot
Certificate, a type rating on the EMB-145 regional jet and a
Commercial Flight Instructor Certificate.

Mr. Gumm will be paid a base salary of $265,000 per year.  He will
have an annual cash incentive opportunity with a target award
level of 65% of his base salary.  In addition, for the first two
years of his employment, Mr. Gumm will have an additional annual
cash incentive opportunity with a target award level of 30% of his
base salary.  Mr. Gumm will also be provided a long-term incentive
opportunity with a target award level of $200,000.

                     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.


POTOMAC SUPPLY: Consents to Chapter 7 After Assets Sold
-------------------------------------------------------
The Hon. Douglas O. Tice, Jr. of the U.S. Bankruptcy Court for the
Eastern District of Virginia converted the Chapter 11 case of
Potomac Supply Corporation to one under Chapter 7 of the
Bankruptcy Code.

At a hearing held Jan. 16, 2013, the Debtor consented to the
conversion of its case because it has sold substantially all of
its business assets.

Previously, the Debtor objected to Regions Bank's motion for
conversion, dismissal, or in the alternative, for appointment of a
liquidating trustee or relief from the automatic stay.

                       About Potomac Supply

Founded in 1948, Potomac Supply Corporation manufactures a diverse
range of wood products, including treated lumber, wood pellets,
decking, fencing and pallets, in its wood-processing and
production facilities.  The Kinsale, Virginia-based building-
supply manufacturer filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January 2012
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PRIUM SPOKANE: To Present Plan for Confirmation on March 28
-----------------------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington will convene a hearing on March 28,
2013, at 9 a.m., to consider the confirmation of Prium Spokane
Buildings, L.L.C.'s Second Amended Plan of Reorganization.

Objections to confirmation, if any, are due March 1, 2013.

The status hearing on confirmation is set for March 19, at
1:30 p.m. by telephone conference call.

Written ballots accepting or rejecting the Plan are due Feb. 15.

According to the Second Amended Disclosure Statement dated
Jan. 15, 2013, on the effective date of the Plan, Prium Spokane
will pay all allowed administrative expenses, and will establish a
reserve for payment of administrative expenses that have accrued
through the Confirmation Date, but remain subject to allowance.

A dispute exists among creditor James F. Rigby, Trustee of the
Bankruptcy Estate of Michael R. Mastro, and parties-in-interest
Glenn Davis and Jeffrey Silesky regarding the interpretation,
enforceability or implementation of the Settlement Agreement among
those parties that was approved in the Mastro Bankruptcy Case.  On
the Effective Date, Prium Spokane will:

  (1) deposit the distribution payable with respect to the
      $11.4M Note under Class 7 of the Plan with the Clerk of the
      U.S. Bankruptcy Court for the Western District of
      Washington, and

  (2) commence an action in interpleader pursuant to FRBP 7022 in
      the Mastro Bankruptcy Case against Rigby, Davis and Silesky
      for those parties to adjudicate their claims arising and
      related to the Settlement Agreement and the $11.4M Note.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/PRIUM_SPOKANE_ds_2amended.pdf

Glenn Davis and Jeffrey Silesky assert ownership of the Mastro
Note, which is unpaid, and in default. The Debtor, in 2008,
borrowed $11,477,757 from Michael R. Mastro, evidenced by a
Promissory Note and secured by a second position Deed of Trust
against Parcels 1 and 2 of the Wells Fargo Center.  Mastro
subsequently assigned the Mastro Note and the Mastro Deed
of Trust to Wells Fargo Bank, National Association.  However,
James F. Rigby, trustee for the Bankruptcy estate of Michael R.
Mastro filed a proof of claim on March 15, 2011, in the amount of
$11,477,757 as a secured claim based on the Mastro Note and the
Mastro Deed of Trust.

                   About Prium Spokane Buildings

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


REVEL AC: Inks Third Amendment to JPMorgan Credit Agreement
-----------------------------------------------------------
Revel AC, Inc., entered into a third amendment to the Credit
Agreement, dated as of May 3, 2012, among the Company, the
guarantors, the lenders, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the other parties.

Certain lenders and agents under the Amended Revolving Credit
Agreement, and certain of their respective affiliates, have
performed investment banking, commercial lending and advisory
services for the Company and its affiliates, from time to time,
for which they have received customary fees and expenses.  These
parties may, from time to time, engage in transactions with, and
perform services for, the Company and its affiliates in the
ordinary course of their business.

A copy of the Third Amendment is available for free at:

                        http://is.gd/TlHtvi

                           About Revel AC

Atlantic City, N.J. Revel AC, Inc., owns and operates Revel, a Las
Vegas-style, beachfront entertainment resort and casino located on
the Boardwalk in the south inlet of Atlantic City, New Jersey.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel Resort, to 'CCC'
from 'B-'.

"The downgrade reflects our view that a strong opening for the
Revel Resort was critical to the company's ability to ramp up cash
flow generation to a level sufficient to service its capital
structure.

In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC.  The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.


REVSTONE INDUSTRIES: Says Ch. 11 Trustee No Longer Necessary
------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that an attorney for
Revstone Industries LLC told a Delaware bankruptcy judge Wednesday
that the manufacturing conglomerate doesn't need a Chapter 11
trustee to take over its case, citing recent corporate governance
changes at the company.

At a court hearing in Wilmington, Revstone attorney Laura Davis
Jones of Pachulski Stang Ziehl & Jones LLP responded to a trustee
motion filed Monday by the company's unsecured creditors'
committee -- which suspects Revstone's founder and chairman may be
using family trusts to shield assets from creditors, the report
related.

          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.


ROCHA DAIRY: Required to File Amended Plan by Feb. 15
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho continued
until March 27, 2013, at 9:00 a.m., the hearing to consider
confirmation of Rocha Dairy, LLC's Chapter 11 Plan.

At a hearing on Jan. 16, the Court denied confirmation of the
Third Amended Plan dated Nov. 30, 2012, and directed that the
Debtor to file a Fourth Amended Plan by Feb. 15, and to the extent
necessary, file a supplement to the Third Amended Disclosure
Statement.

Secured creditor D.L. Evans Bank has objected to the Disclosure
Statement for the Third Amended Plan, stating, among other things:

   1. the timeline failed to clarify or identify Jose C. Rocha
      Dairy or the interest that was acquired by the Debtor in
      Jose C. Rocha Dairy and whether or not it assumed
      obligations or what property it received from Jose C. Rocha
      Dairy; and

   2. the Disclosure Statement contains claims that are
      speculative in nature based upon opinion and belief without
      accompanying facts or support, which has little or no basis
      in fact, and render the Disclosure Statement misleading.

As reported in the TCR on Jan. 11, 2013, under the Third Amended
Plan priority claims will be paid in full; secured debts will be
paid to the extent of their values; unsecured debts will be paid
(in a fair and equitable manner) to the extent the unsecured
property of the estate reaches to those creditors or that the cash
flow allows, and other properties will be disbursed and addressed
as approved by the Court.  A full-text copy of the Third Amended
Disclosure Statement is available for free at:

      http://bankrupt.com/misc/ROCHA_DAIRY_ds_3amended.pdf

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


ROLLING R GOLF: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rolling R Golf Cars, LLC
        29813 South Route 50
        Peotone, IL 60468

Bankruptcy Case No.: 13-04436

Chapter 11 Petition Date: February 5, 2013

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

Judge: Donald R. Cassling

Debtor's Counsel: Brian M. Graham, Esq.
                  PEDERSEN & HOUPT
                  161 North Clark Street, Suite 3100
                  Chicago, IL 60601
                  Tel: (312) 261-2170
                  Fax: (312) 261-1170
                  E-mail: bgraham@pedersenhoupt.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 15 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-04436.pdf

The petition was signed by Derek N. Nevinger, managing member.


ROTHSTEIN ROSENFELDT: Trustee's Plan Hangs on $72M TD Bank Deal
---------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that the trustee
overseeing the liquidation of Ponzi schemer Scott Rothstein's firm
on Tuesday filed a Chapter 11 exit plan that includes a
contentious $72 million settlement with TD Bank NA that
extinguishes the rights of investors to sue the bank for its role
in the $1.2 billion scheme.

In a filing in the Southern District of Florida, U.S. Trustee
Herbert Stettin detailed a plan that would pay out $182 million to
investors swindled by Rothstein in the scheme he operated out of
his law firm Rothstein Rosenfeldt Adler, PA, the report related.

                    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.


SATCON TECHNOLOGY: Reorganization Becomes Chapter 7 Liquidation
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the bankruptcy judge ruled the Chapter 11 reorganization
of Satcon Technology Corp. will be converted, at the company's
request, to liquidation in Chapter 7 where a trustee will be
appointed.

As reported in the TCR, Boston-based Satcon said there was no
alternative to liquidation in Chapter 7 after bids were
unacceptable to lender Silicon Valley Bank and the bank refused to
allow further use of cash.

For six months ended in June, Satcon reported a $20.2 million net
loss on revenue of $48 million.  In 2011, there was an $83.4
million net loss on revenue of $188.6 million.

                      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.


SCHOOL SPECIALTY: Stadium Capital No Longer Owns Common Shares
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Stadium Capital Management, LLC, Alexander M.
Seaver, Bradley R. Kent, and Stadium Capital Partners, L.P.,
disclosed that, as of Jan. 28, 2013, they do not beneficially own
any shares of common stock of School Specialty, Inc.  A copy of
the filing is available at http://is.gd/cv8yd0

                     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.


SEMINOLE TRIBE: Moody's Changes Outlook on 'Ba1' CFR to Positive
----------------------------------------------------------------
Moody's Investors Service revised the Seminole Tribe of Florida's
rating outlook to positive from stable. The Tribe's Ba1 Corporate
Family Rating, Ba1-PD Probability of Default Rating, Ba1 Gaming
Division bonds, and Ba2 Special Obligation Bonds remain unchanged.

The rating outlook revision to positive from stable considers
Moody's view that the Tribe has sustained the improvements it had
made with respect to corporate governance and internal control
practices, a previous concern that constrained the ratings. The
positive rating outlook also reflects Moody's expectation that the
Tribe will maintain its substantial market position and
competitive advantage in Florida, and that its gaming division
will continue to exhibit strong financial metrics as it has done
for the past several years. Debt/EBITDA for the fiscal year ended
September 30, 2012 was about 2 times and EBIT/Interest was close
to 14 times.

Ratings could be upgraded to investment grade if the Tribe
refinances its March 2014 USD833 million term loan maturity in a
timely manner, maintains strong credit metrics, and continues to
maintain the improvements it had made with respect to corporate
governance and internal control practices.

The outlook could be revised back to stable if any corporate
governance and internal control issues resurface that prompt
regulatory and/or accounting scrutiny or result in consequences
that Moody's believes can directly impact the Tribe's gaming
operations -- the source of debt repayment for the Tribe's rated
debt. Ratings could be lowered if debt/EBITDA rises above 3.5
times for an extended period of time, or if the Tribe does not
address its March 2014 term loan maturity in a timely manner.

Ratings Rationale

The Ba1 Corporate Family Rating reflects the Tribe's strong market
position in the Florida gaming market, the company's strong
financial profile -- Moody's expects debt/EBITDA will remain at or
near only 2.0 times -- and good liquidity profile. Additionally,
the Tribe's Florida-based gaming operations have managed to
prosper in unfavorable economic conditions, and in a state that
was hit very hard by this past recession. Key concerns include the
Tribe's gaming concentration in one state, significant dividend
obligation, and risks common to Native American issuers including
the high degree of uncertainty regarding the enforceability of
claims and the effectiveness of a tribe's waiver of sovereign
immunity, which, if held to be ineffective, could prevent
creditors from enforcing their rights and remedies.

The Seminole Tribe of Florida is a federally recognized Indian
tribe that owns and operates seven gaming and resort facilities
throughout southern and central Florida. The Tribe also owns
Seminole Hard Rock Entertainment, Inc. (B2/stable). Seminole Hard
Rock owns and operates Hard Rock cafes located throughout North
America, Europe, Asia, Australia and the Caribbean. The Tribe does
not publicly disclose financial information.

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


SEQUENOM INC: BlackRock Discloses 6.2% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 7,128,418 shares of common
stock of Sequenom, Inc., representing 6.21% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 5,977,467 common shares or a 6.02% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available at:

                         http://is.gd/8m8BRt

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SHERIDAN HOLDINGS: $75MM Debt Add-on No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service reports that Sheridan Holdings, Inc.'s
USD75 million add-on to its first lien term loan due 2018 is a
credit negative as it increases leverage.

The last rating action on Sheridan was on June 15, 2012, when
Moody's assigned ratings to the company's new credit facilities.

Ratings assigned:

  USD100 million first lien revolver expiring 2017 at B1 (LGD 3,
  40%)

  USD570 million first lien term loan due 2018 at B1 (LGD 3, 40%)

  USD140 million second lien term loan due 2019 at Caa1 (LGD 6,
  91%)

Ratings unchanged:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  Ratings to be withdrawn upon completion of the refinancing:

  First lien revolving credit facility at B1 (LGD 3, 40%)

  First lien term loan at B1 (LGD 3, 40%)

Second lien PIK term loan at Caa1 (LGD 6, 91%)

The principal methodologies used in rating Sheridan were Global
Business & Consumer Service Industry published in October 2010,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Sunrise, Florida, Sheridan Healthcare, Inc. (a
wholly owned subsidiary of Sheridan Holdings, Inc.) provides
physician services to hospitals and ambulatory surgical
facilities. The company provides outsourced physician staffing
services for anesthesia, neonatology, radiology, pediatrics and
emergency departments. Sheridan also provides a full complement of
professional and administrative support services including
physician billing.


SHERIDAN HEALTHCARE: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings
on Sunrise, Fla.-based physician outsourcing provider Sheridan
Healthcare Inc., including the 'B+' corporate credit rating.  The
rating outlook is stable.

At the same time, S&P revised the recovery rating on the
$672 million (includes the $75 million add-on) first-lien senior
secured term loan to '4', indicating S&P's expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default, from '3' (50% to 70% recovery expectation).  The 'B+'
issue-level rating on this debt is affirmed.

The corporate credit rating continues to reflect Standard & Poor's
Ratings Services' expectation that Sheridan Healthcare Inc.'s
financial risk profile will remain "aggressive," with leverage
below 5x.  While this transaction adds about half a turn of debt
leverage, S&P expects that debt leverage will recede to below 5x
by the end of 2013 or sooner depending on the timing of
acquisitions; S&P estimates that adjusted debt leverage was about
4.7x at year-end 2012.  S&P assess the company's business risk
profile as "weak," given its geographic concentration and narrow
operating focus in physician staffing with a concentration in
anesthesia, which intensifies reimbursement risk.  Sheridan is an
outsource provider of physician staffing, focused primarily on
anesthesia services.

"Our base-case scenario assumes organic revenue growth in the mid-
single-digit range, driven by commercial payor price increases and
some increase in surgical volume; we expect EBITDA margins to be
stable in the upper teens.  EBITDA growth in the mid-single digits
will drive leverage to be below 5x this year.  Our base-case
economic view is that there will be modest improvement in
employment levels this year; higher levels of privately insured
patients should indicate moderately higher surgical volume.  In
the year-to-date period ended Sept. 30, 2012, Sheridan generated
very high single-digit revenue growth driven mostly by
acquisitions that occurred in late 2011; the organic revenue
growth rate was in the low-single digits and EBITDA margins were
in the upper teens and flat compared with the prior year," S&P
said.

Sheridan has a large debt burden as a result of its $925 million
leveraged buyout (LBO) in 2007 by private-equity firm Hellman &
Friedman--Sheridan's third financial sponsor in the past decade.
Still, Sheridan has reduced debt leverage significantly, mostly by
growing EBITDA organically and through disciplined acquisitions.
The rating considers S&P's expectation that management will use
its cash flow for accretive acquisitions and that credit metrics
will continue to improve over the next year, but remain
commensurate with S&P's aggressive financial risk (i.e., debt
leverage between 4x and 5x).  S&P estimates that adjusted debt
leverage was about 4.7x at Dec. 31, 2012, and that pro forma for
the new debt, will be about 5.2x.  Sheridan used a significant
portion of its cash balance to make four acquisitions in the
fourth quarter of 2012, which will help drive EBITDA growth in
2013.  S&P expects that that company will deploy its excess cash
balance, including the cash proceeds from this financing, for
accretive acquisitions.

Sheridan's limited diversity means any operating setbacks may
present significant challenges and is the key consideration in
S&P's assessment of the company's business profile as "weak."
Given its highly focused position in anesthesia (about two-thirds
of revenue), it is exposed to reimbursement risk from third-party
payors for such services.  Sheridan derives the vast majority
of its revenue from commercial payors; in the near term, S&P
expects rates to be slightly positive because of contractual
relationships.  Still, reimbursement cuts are a key credit risk
over the medium and longer terms.  In addition, anesthesia and
radiology volumes depend on economically sensitive surgical
volumes.  In 2009 and 2010, the weak economy dampened growth
because of lower surgical volume, with some patients deferring
elective surgery.  Volumes ceased declining in 2011, and S&P
expects surgical volume to continue to improve modestly as
employment levels and other macroeconomic trends improve, although
surgical volumes remain flat in the south Florida market--one of
Sheridan's largest markets.

The remainder of Sheridan's revenue is from emergency room,
neonatology, and radiology physician staffing, providing some
diversity.  More meaningful service diversity will require success
in cross-selling these services to its existing client base,
gaining new hospital contracts, and increasing its presence
outside Florida.

S&P's assessment of Sheridan's business risk also reflects some
revenue concentration:  Its top two customers account for a
significant portion of its revenues.  Because it has significant
regional concentration in Florida, it is exposed to potential
changes in the state's regulatory, legislative, and economic
climate.  Sheridan has a self-insurance captive to handle all
medical malpractice claims, potential growth in malpractice
claims--the result of future Florida judicial decisions or
otherwise--could present a difficult operating hurdle and a
potential call on liquidity, but is not in S&P's base case.


SKY KING: Secures DIP Financing from Carson-Led Investors
---------------------------------------------------------
Sky King, Inc. on Feb. 7 announced the successful negotiation of
Debtor in Possession financing and intends to seek immediate court
approval.  The private investment consortium providing the
financing is represented by Dr. Daniel Carson, an experienced
aviation executive and entrepreneur.  Sky King and the investment
group have not announced plans for the company but are certain the
airline will put forth a formal plan of reorganization in the near
future.  Sky King's President, Frank Visconti stated: "This is
simply the next step in the long process of restructuring and
preparing the Company for the future.  We are proud of the work we
have done and are excited to welcome Dr. Carson and his associates
into the process as they bring not only capital but equally
important expansion opportunities in new markets."

Sky King began operating in 1995 under FAR Part 125 and in 2002,
the Company was granted Part 121 operating authority by the
Federal Aviation Administration.  Operating a fleet of Boeing 737
aircraft, the Company serves the Tour Operator, Private Charter
and Public Charter markets, serving numerous Casino operators,
sports franchises and scheduled flight service providers.  One
specific market served by Sky King involves over 150 flights per
month between the US and Cuba on behalf of several US Treasury
Department licensed service providers.  Sky King filed for Chapter
11 Bankruptcy protection on August 31st, 2012 after two of Sky
King's largest clients in 2011 and 2012 ceased operations with
substantial, unpaid debt to Sky King; these were among several
factors ultimately contributing to the Company's decision to seek
Chapter 11 reorganization protection.

                          About Sky King

Sky King, Inc., doing business as Sky King Airlines, filed a
Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-35905) on
Aug. 31, 2012, estimating less than $50 million in assets and
liabilities.  The Debtor disclosed $2,944,561 in assets and
$20,890,798 in liabilities as of the Chapter 11 filing.

Sky King -- http://www.flyskyking.net/-- is a charter airline
based in Sacramento, California.  The airline provides charter
service to sports teams and businesses using Boeing 737 aircraft.
Sky King was founded by Gregg Lukenbill in July 1990, then the
managing partner of the Sacramento Kings basketball club of the
National Basketball Association.

Sky King first filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Calif. Case No. 10-25657) on March 9, 2010.  It emerged in
June 11 with new owner Aviation Capital Partners Group.

Bankruptcy Judge Christopher M. Klein oversees the 2012 case.
Robert E. Opera, Esq., at Winthrop Couchot Professional
Corporation, serves as the Debtor's counsel.  The petition was
signed by Dennis Steven Brown, secretary.

The U.S. Trustee appointed a three member creditors committee.


ST. PAUL HOUSING: Moody's Cuts Rating on $3.64MM Debt to 'B1'
-------------------------------------------------------------
Moody's downgraded to B1 from Ba1 the rating of St Paul Housing &
Redevelopment Auth., MN Multi-family (GNMA Collateralized --
Riverview Highland Project) 2002, affecting USD3,640,000 of
outstanding debt.

This rating action removes the Bonds from review for downgrade
following an analysis of the asset-to-debt ratio and cash flow
projections, assuming 0% reinvestment rates, which demonstrated
insufficiencies that were more consistent with a lower rating.

Ratings Rationale

The B1 rating is based on the current asset-to-debt ratio of
99.96%, given the 15 day notice of redemption period. The rating
reflects the risk that if full payment was received on the loan
from Ginnie Mae due to a loan default and the Bonds were redeemed
from that payment in accordance with the indenture then there
would be insufficient funds to pay the Bonds in full.

What Could Change The Rating: Up

- An increase in the asset-to-debt ratio above 100%.

What Could Change The Rating: Down

- A decline in the asset-to-debt ratio.

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.


STOCKTON, CA: Bankr. Judge Relegated to Hands-Off Role
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge can micromanage a business in
reorganization under Chapter 11.  For a municipality in Chapter 9
bankruptcy like Stockton, California, the near opposite is true
because the judge is relegated to a hands-off role, according to a
ruling by U.S. Bankruptcy Judge Christopher M. Klein in
Sacramento, California.

According to the report, Judge Klein decided that Stockton can
settle a dispute or pay a claim without approval from the
bankruptcy court.  The judge warned that paying claims or making
settlements willy-nilly may bar a municipality from confirming a
Chapter 9 plan later.

The report relates that Sacramento decided to settle a lawsuit for
$55,000.  Although bondholders didn't disagree with the virtue of
the settlement, they contended court approval was required under
Bankruptcy Rule 9019 governing settlements in bankruptcy cases.

According to the report, Judge Klein ruled in 17-page opinion on
Feb. 5 that court approval is not required under Section 904 of
the U.S. Bankruptcy Code applicable only to municipal
bankruptcies.  Mandated by the U.S. Constitution, that provision
bars the court from interference with state or local governmental
powers or the use of revenue.

Because court approval was explicitly not required under former
Chapter IX, Judge Klein concluded it's not required under Chapter
9, which superseded Chapter IX in 1978.

Unless a municipality consents to court scrutiny, he said the
court "cannot prevent a Chapter 9 debtor from spending its money
for any reason, even foolishly, or in a manner that disadvantages
other creditors." He also said a municipality "can pay any debt in
full without permission from this court."  In a five-page
conclusion to the decision that may be dicta, Judge Klein said
that settlement without court approval "may make it difficult to
confirm a plan."

The judge, the report discloses, posited a hypothetical where a
creditor class votes down the plan, requiring use of cramdown.  If
there were profligate settlements or payments of claims, Judge
Klein said the city might fail cramdown tests because the plan
wasn't in good faith or discriminated unfairly among similarly
situated creditors.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


SUNY DOWNSTATE: LICH Complex Price Tag Could Reach $500MM
---------------------------------------------------------
Daniel Geiger, writing for Crain's New York Business, reports that
the sale of the Long Island College Hospital complex could reap
hundreds of millions of dollars, according to brokers and real
estate experts familiar with the campus.  Brad Lander, a city
councilman for Cobble Hill, Brooklyn, said estimates of the
complex's worth have topped $500 million.  Stephen Palmese, a
broker at Massey Knakal Realty Services who specializes in selling
properties in that part of Brooklyn, concurred with the estimate.

The report notes the hospital is running deep in the red,
prompting its owner, SUNY Downstate, which purchased the complex
of medical buildings three years ago, to begin pursuing a closure
and sale of the facility.

According to the report, a sale would require approval from SUNY
Downstate's board of directors and the state's Department of
Health.  The report relates Mr. Lander opposes the plan to sell
the property because it would remove a key medical facility from
the neighborhood.  Mr. Lander is concerned SUNY Downstate is
treating the medical center as a real estate investment and hasn't
pursued efforts to integrate the facility into its system of
hospitals in Brooklyn or find ways to improve its economics.

The report also notes that unlike other recent hospital conversion
deals, the City Council doesn't appear to have any say over LICH's
sale.  The site is zoned for residential, Mr. Lander said, and
could be converted as of right by a developer.

The report relates Long Island College Hospital's 200,000-square-
foot Cobble Hill, Brooklyn, campus includes five principal
buildings and a parking structure that could be converted to
residential units in the tony brownstone neighborhood.

Gale Scott, writing for Crain's New York Business, reported last
month that the State University of New York Downstate Medical
Center has been losing $3 million a week and could run out of cash
by May, according to an audit released by State Comptroller Thomas
DiNapoli.  The report said the medical center's president, Dr.
John Williams, and the auditors agreed that the financial problems
are due in part to the system's acquisition of money-losing Long
Island College Hospital, a drop in hospital-bed occupancy amid
reductions in state and federal aid, and an increase in the cost
of labor and pension plans.  But the auditors blamed part of the
problem on bad decisions by prior hospital management.


THERAPEUTICSMD INC: Obtains $10MM Credit Commitment From Plato
--------------------------------------------------------------
TherapeuticsMD, Inc., issued a Multiple Advance Revolving Credit
Note to Plato and Associates, LLC,
on Jan. 31, 2013.  The Note allows the Company to draw down
funding up to the $10 million maximum principal amount, at a
stated interest rate of 6% per annum.

Plato may make advances to the Company from time to time under the
Note at the request of the Company, which advances will be of a
revolving nature and may be made, repaid, and made from time to
time.  Interest payments will be due and payable on the tenth day
following the end of each calendar quarter in which any interest
is accrued and unpaid, commencing on April 10, 2013, and the
principal balance outstanding under the Note, together with all
accrued interest and other amounts payable under the Note, if any,
will be due and payable on Feb. 24, 2014.  The default interest
rate under the Note will be a per annum rate equal to the Stated
Interest Rate plus eight percentage points, and the principal
amount outstanding under the Note will bear interest at the
Default Interest Rate upon the occurrence of an event of default
as specified in the Note, including, the Company's nonpayment of
amounts due under the Note or its failure to comply with any
provision of the Note, among others.

As additional consideration for the Note, the Company issued to
Plato a warrant to purchase 1,250,000 shares of the Company's
common stock at an exercise price $3.20 per share.  The Warrant
will vest and become exercisable on Oct. 31, 2013, and may be
exercised any time after that date prior to the Jan. 31, 2019,
expiration date of the Warrant.

A copy of the Multiple Advance Revolving Credit Note is available
for free at http://is.gd/JvZyZg

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


THQ INC: Assets Sold, Terminates Top Executives
-----------------------------------------------
THQ Inc. terminated the employment of Brian J. Farrell as Chief
Executive Officer of the Company, Jason Rubin as President of the
Company, and Jason Kay as Chief Strategy Officer of the Company,
each without cause and effective Jan. 30, 2013.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.


THQ INC: Seeks Early Releases for Top Company Executives
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of video-game developer THQ Inc.
will give U.S. Bankruptcy Judge Mary F. Walrath an opportunity to
decide whether company officers can be given a complete release in
the middle of a Chapter 11 case, if the creditors' committee
agrees.

According to the report, the issue arose because the official
creditors' committee said not long after the Chapter 11 filing in
December that top executives were in cahoots with prospective
buyer Clearlake Capital Group LP by engineering a sale where the
assets would bring less than full value.

The report relates that Clearlake said it would raise the bid at
auction only if it could consult with top officers. The executives
refused to help, for fear of being sued.  Afraid Clearlake would
drop out, the committee agreed the executives would have a release
so long as Clearlake raised the bid, which it later did during the
auction.

THQ scheduled a hearing on Feb. 19 to ask Judge Walrath for a
release in favor of the executives.  If the judge agrees, the
officers would be absolved not only for misdeeds in connection
with the sale, they would also have releases from all claims
arising before or during bankruptcy.

THQ's unsecured notes last traded on Jan. 30 for 35 cents on the
dollar, about double the price on Jan. 11, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority. The notes almost tripled in price since the date of
bankruptcy.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.


TRAVELPORT LTD: Richard Buccarelli Resigns from Board
-----------------------------------------------------
Richard Buccarelli has resigned from Travelport Limited's Board of
Directors effective Jan. 31, 2013.  There is no disagreement of
Mr. Buccarelli with the Company's operations, policies or
practices known to any executive officer of the Company.

                     About Travelport Limited

Travelport Limited, headquartered in Atlanta, Ga., is broad-based
business services company and a leading provider of critical
transaction processing solutions to companies operating in the
global travel industry.

At Sept. 30, 2012, the Company had total current assets of
US$617.0 million and total current liabilities of
US$728.0 million.  Travelport Limited's working capital deficit
was US$111 million as of Sept. 30, 2012.


TWIN DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Twin Development LLC
        P.O. Box 230921
        Encinitas, CA 92023

Bankruptcy Case No.: 13-01197

Chapter 11 Petition Date: February 5, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Richard Dwyer, Esq.
                  LAW OFFICE OF RICHARD DWYER
                  2828 Cochran St, #350
                  Simi Valley, CA 93065
                  Tel: (747) 224-7956
                  E-mail: attorneyricharddwyer@gmail.com

Scheduled Assets: $5,100,900

Scheduled Liabilities: $41,902,575

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/casb13-01197.pdf

The petition was signed by Wallace Benwart, manager.


UNIVERSAL HEALTH CARE: Files for Ch. 11 as State Seeks Takeover
---------------------------------------------------------------
Saint Petersburg, Florida-based insurer Universal Health Care
Group, Inc., filed a Chapter 11 bankruptcy protection (Bankr. M.D.
Fla. Case No. 13-01520) on Feb. 6, 2013, to obtain a breathing
room after Florida regulators moved to put two of the company's
subsidiaries in receivership.

Universal was founded in 2002 by Dr. A.K. Desai and grew its
operations of offering Medicare plans to more than 37,000 members
to over 20 states.  Universal Health Care, which has almost 1,000
employees, estimated assets of up to $100 million and debt of less
than $50 million in bankruptcy court filings in Tampa, Florida.
The Debtor is represented by Stichter, Riedel, Blain & Prosser.

BankUnited, N.A. is administrative agent for the lenders who
provided a $60 million credit line to the Debtor.

                Sale to America's 1st Choice

Universal said it will continue to operate while it negotiates
with its lenders on a reorganization plan.

As widely reported, the company signed a letter of agreement to
sell three of its Florida, Texas and Nevada health maintenance
organizations and part of its insurance indemnity company to
America's 1st Choice, owned by cardiologist and WellCare Health
Plans (NYSE: WCG) founder Kiran Patel.

Universal said it will seek authorization from the bankruptcy
court to pursue the sale.

                         State Action

The Florida Department of Financial Services on Feb. 4 filed
before the Circuit Court of the Second Judicial Circuit in Leon
County, Florida, an application to initiate receivership for
Universal Health Care Inc. and Universal Health Care Insurance Co.
Inc. so that the companies can be liquidated.

The Office of Insurance Regulation in Florida has determined that
grounds for delinquency proceedings exist.  It says that UHCIC has
been subjected to "a pattern of mismanagement" and illegal
financial conduct that rendered it "insolvent".

Regulators cite, among other things, that American Managed Care,
the third party administrator for UC and UHCIC, has filed multiple
insolvent financial statements.  Pattern of mismanagement
allegedly include a frequent turnover of its CFOs, and certain
deficiencies in internal controls pointed out by the company's
auditors.

Regulators in Georgia and Ohio have also issued consent orders
stating that UHCIC will cease enrolling new customers due to the
company's low reserves amid rising losses.

At this point, the company has not consented to receivership, said
Alexis Lambert, press secretary for DFS.

"Once a hearing is set, which takes a few weeks, the company will
have an opportunity to demonstrate in court why they should not be
placed in receivership," she said, according to the report.

Universal CEO Dr. Akshay Desai told the Tampa Bay Business Journal
in an e-mail that the state action and the company's bankruptcy
filing are two separate actions that have no impact on each other.

Nonetheless, BankUnited, N.A., as administrative agent for the
lenders, gave notice to the Bankruptcy Court of the Florida
Department's state court filings.

BankUnited is represented by:

         Steven J. Solomon, Esq.
         Frank P. Terzo, Esq.
         GRAY ROBINSON, P.A.
         1221 Brickell Avenue, Suite 1600
         Miami, FL 33131
         Tel: 305-913-0380
         Fax: 305-416-6887


UNIVERSAL HEALTH CARE: Sec. 341(a) Meeting Scheduled for March 11
-----------------------------------------------------------------
There's a meeting of creditors of Universal Health Care Group,
Inc., on March 11, 2013 at 1:30 p.m.  The meeting will be held at
Room 100-B, Timberlake Annex, 501 E. Polk Street, in Tampa,
Florida.

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

Proofs of claim are due April 22, 2013.

                    About Universal Health Care

Universal Health Care Group, Inc., filed a Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013,
after Florida regulators moved to put two of the company's
subsidiaries in receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL HEALTH CARE: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Chapter 11 Debtor: Universal Health Care Group, Inc.
                   100 Central Ave., Suite 200
                   Saint Petersburg, FL 33701

Bankruptcy Case No: 13-01520

Chapter 11 Petition Date: Feb. 6, 2013

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

Bankruptcy Judge: Hon. K. Rodney May

Debtor's Counsel: Harley E. Riedel, Esq.
                  STICHTER RIEDEL BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: hriedel.ecf@srbp.com

Counsel to Creditor
BankUnited, N.A.,
Administrative Agent: Frank P. Terzo, Esq.
                      Steven J. Solomon, Esq.
                      GRAYROBINSON, P.A.
                      1221 Brickell Avenue, Suite 1600
                      Miami, FL 33131
                      Tel: 305-416-6880
                      Fax: 305-416-6887
                      E-mail: frank.terzo@gray-robinson.com
                              steven.solomon@gray-robinson.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Deepak Desai, chief strategy officer
and director.

List of the Debtor's 20 Largest Unsecured Creditors:

   Creditor                              Claim Amount
   --------                              ------------
HCA                                        $6,000,000
31975 US Hwy 19 N                           (disputed)
2nd Floor
Palm Harbor, FL 34684
Attn: Greg Allen
Tel: 727-793-6084

Trizetto                                   $4,000,000
6061 South Willow Drive                     (disputed)
Suite 310
Englewood, CO 8011
Attn: Tony Bellamo

O'Neills                                     $641,708
12655 Beatrice Street
Los Angeles, CA 90066
Tel: 440-256-3538

Emdeon                                       $593,105
3055 Lebanon Pike
Nashville, TN 37214
Attn: Kayla Wiley &
John Scheffel
Tel: 615-932-3188

Matton Law Offices                           $150,000

Jeff Ludy                                    $150,000

Sandip Patel                                 $141,666

Jason Mitchell                               $100,000
                                            (disputed)

Nirali Patel                                 $100,000
                                            (disputed)

C-3                                           $71,848

Jennifer Hamway                               $65,000

Colodny Fass Talenfield                       $47,437
Karlinksy, Abate & Webb

Greenberg Traurig LLP                         $24,169

Nicholas & Bell                               $21,753

Akerman Senterfitt LLP                        $18,500

MedHOK                                        $17,071

Cole Scott & Kissane PA                       $17,054

Southern Strategy Group                       $15,000

Foley & Lardner LLP                            $6,500

Gorman Health Group LLC                        $5,500


VECTOR GROUP: Note Upsizing No Impact on Moody's 'B2' CFR
---------------------------------------------------------
Moody's Investors Services reports that Vector Group Ltd.'s
increase of its 7.75% senior secured note issuance to USD450
million from USD375 million does not impact the company's B2
Corporate Family Rating, B2-PD Probability of Default Rating or
stable outlook. Further, the company's Speculative Grade Liquidity
Rating of SGL-2 remains unchanged as the increased interest
expense as a result of the upsize is not sufficiently material to
the company's overall liquidity position.

The last rating action on Vector Group Ltd. was an assignment of
Ba3 to Vector's senior secured note offering and outlook revised
to stable.

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

Vector Group Ltd. is a holding company with subsidiaries engaged
in domestic cigarettes manufacturing, real estate development and
brokerage. Vector's revenues during the twelve months ended
September 30, 2012 were approximately USD580 million (net of
excise taxes of USD520 million).


VITESSE SEMICONDUCTOR: Incurs $5.03-Mil. Net Loss in Q1 2013
------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $5.03 million on $25.72 million of net
revenues for the three months ended Dec. 31, 2012, compared with a
net loss of $844,000 on $29.99 million of net revenues for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$70.73 million in total assets, $79.69 million in total
liabilities and a $8.96 million total stockholders' deficit.

"At Vitesse, we are focused on running operations as efficiently
as possible while investing in our future.  New product revenues
in the first quarter fiscal year 2013 are in line with our
expectations.  We are driving revenue growth from our new products
in 2013 and beyond," said Chris Gardner, CEO of Vitesse.  "During
the quarter, we made significant progress on our goal to manage
our capital structure.  We raised net proceeds of $17.1 million in
a follow-on offering.  This strengthened our balance sheet and
provides us with additional options and flexibility to address our
debt maturities due in 2014."

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

                        http://is.gd/Ljihgj

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

                        http://is.gd/Fj7U3J

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.


VIVARO CORP: Committee Can Retain Arent Fox as Counsel
------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors of Vivaro Corp., et al., to retain Arent Fox
LLP as counsel for the Committee, nunc pro tunc to Oct. 4, 2012.

George P. Angelich, Esq., will be primarily responsible for Arent
Fox's representation of the Committee.

Arent Fox will provide, among others, these services:

  (a) to assist, advise and represent the Committee in its
      consultation with the Debtors relative to the administration
      of the Chapter 11 cases;

  (b) to assist, advise and represent the Committee in analyzing
      the Debtors' assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales or dispositions;

  (c) to attend meetings and negotiate with the representatives of
      the Debtors and secured creditors; and

  (d) to assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs.

Arent Fox's current hourly rates are:

      Partners              $475 - $840
      Of Counsel            $465 - $760
      Associates            $290 = $540
      Paraprofessionals     $150 - $270

To the best of the Committee's knowledge, Arent Fox is a
?disinterested person: as that phrase is defined in Section
101(14) of the Bankruptcy Code.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP represents the Committee as counsel.


VIVARO CORP: Has Interim OK to Obtain Carrier Services on Credit
----------------------------------------------------------------
The Bankruptcy Court has granted Vivaro Corp., et al., interim
permission to enter into an agreement to obtain carrier services
on credit terms with Next Communication, Inc., and Angel Telecom
on a secured and superpriority administrative expense claim basis.

According to papers filed with the court, without such credit, the
Debtors will not be able to continue making payroll and pay other
direct operating expenses, or obtain goods and services needed to
carry on their businesses.

The total amount of new credit from Next Communication and Angel
Telecom at any one time during the term of the agreement will not
exceed $2.3 million and $1.7 million, respectively.

The obligation of Next and Angel to provide the services on credit
will terminate on the earliest to occur of the following:
(i) Feb. 15, 2013; (ii) the Services Termination Date; (iii) the
date on which the Debtors close on the sale of all, or
substantially all, of their assets pursuant to a transaction
authorized by the Bankruptcy Court; (iv) the effective date of a
plan, the terms of which are acceptable to the Service Provider,
confirmed by the Court; and (v) the Cap Termination Date.

Next and Angel will be entitled to a fee of 10% of their
respective portion of the Credit Cap, payable as follows: (i) 5%
to be paid over five weeks following entry of the interim order in
equal weekly installments to each of Next and Angel; (ii) 5% to be
paid to each within 3 business days of the termination date.

In addition, the Debtors will pay to Next and Angel interest at
the rate of 5% per annum on all outstanding amounts due on the
earlier to occur of: (i) the sale date; (ii) the plan date; or
(iii) an uncured Event of default.  The Debtors will also
reimburse each $25,000 for their reasonable attorneys' fees, to be
paid at the earlier to occur of: (i) the Sale Date; (ii) the Plan
Date; or (iii) an uncured Event of Default.

A copy of the interim order is available at:

           http://bankrupt.com/misc/vivaro.doc220.pdf

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP represents the Committee as counsel.


VIVARO CORP: Wants to Keep Control of Restructuring
---------------------------------------------------
Vivaro Corp., et al., ask the Bankruptcy Court to extend their
exclusive right to file a plan and their exclusive right to
solicit acceptances for that plan until April 3, 2013, and June 3,
2013, respectively.  In conjunction with the requested extension,
the Debtors also propose that the Official Committee of Unsecured
Creditors be permitted to file a Chapter 11 Plan and solicit
acceptances thereof during the exclusive periods.

According to papers filed with the Court, the Debtors have engaged
in extensive negotiations with their DIP funders on a stand-alone
plan, while continuing to conduct a comprehensive sale
process in the event an agreement with their DIP funders cannot be
reached.  The Debtors relate that will need additional time to
accomplish these dual objectives.

This is the first extension request of the exclusive periods.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP represents the Committee as counsel.


W.R. GRACE: Seeks to Extend Terms of ART Credit Agreements
----------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates asked Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to issue a ruling extending the terms of W.R. Grace &
Co.-Conn.'s credit agreements with Advanced Refining Technologies
LLC for another year.

In a court filing, the company asked Judge Fitzgerald to extend
the agreements' termination date from February 28, 2013, to
February 28, 2014.

The agreements provide $15 million revolving line of credit to
Advanced Refining, a joint venture between W. R. Grace & Co.-
Conn. and Chevron Products Co., which was formed in 2001 to
manufacture and sell hydroprocessing catalysts.

W. R. Grace & Co.-Conn. and Chevron provide financing to Advanced
Refining for working capital requirements so that excess cash
from its operations can be used to pay dividends to the
companies, or to fund its growth without such cash having to be
tied up to fund periodic working capital "spikes."

Advanced Refining "expects to continue experiencing such spikes
in working capital requirements and it, therefore, will continue
to require the existing lines of credit," according to W.R.
Grace's lawyer, Kathleen Makowski, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware.

A court hearing is set for February 25.  Objections are due by
February 8.

                         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.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Linn County BOC Approves Loan for Grace Facility
------------------------------------------------------------
The Linn County Board of Commissioners approved a $25,000
forgivable loan to assist with a $14.7 million expansion project
by the W.R. Grace Co., according to a report by Albany Democrat
Herald.

The project included $14 million for machinery and equipment and
$700,000 for facility improvements at 1437 Industrial Way, in
Albany.

Linn County agreed to provide $25,000 through its Investment
Fund.  The loan can be forgiven as a grant if the company creates
at least 15 new jobs that pay at least 150% of the county's median
wage, about $52,000, within 24 months, according to the report.

                         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.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WASH MULTIFAMILY: Moody's Rates Sr. Secured Debt Facilities 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to WASH Multifamily
Laundry Systems, LLC, B2 rating to the company's first lien senior
secured credit facilities due in 2018, consisting of USD50 million
USD revolver, USD5 million Canadian revolver, USD365 million USD
term loan, and USD60 million Canadian term loan. The rating
outlook is stable. This is the first time Moody's has assigned
public ratings to this company.

The following rating actions were taken:

  Corporate Family Rating, B3 assigned;

  Probability of Default Rating, B3-PD assigned;

  USD50 million USD senior secured revolving credit facility due
  2018, B2, LGD3-43% assigned;

  USD5 million CAD senior secured revolving credit facility due
  2018, B2, LGD3-43% assigned;

  USD365 million USD senior secured term loan facility due 2018,
  B2, LGD3-43% assigned;

  USD60 million CAD senior secured term loan facility due 2018,
  B2, LGD3-43% assigned;

The rating outlook is stable.

Proceeds from the term loans will be used to refinance existing
bank credit facilities and to finance the acquisition of a large
Canadian laundry service company. The two revolvers are expected
to be undrawn at closing.

Ratings Rationale

The B3 Corporate Family Rating reflects Moody's expectation for
minimal free cash flow generation over the next 12 to 18 months;
weak adjusted interest coverage, as measured by (EBITDA- capex)/
interest expense, that is expected to barely reach 1.0x over this
period; and the company's elevated adjusted debt leverage, all of
which make WASH weakly positioned in its rating category. Finally,
the company's stated goal of expanding geographically via
acquisitions implies further pressure on debt leverage metrics and
introduces additional costs and integration risks.

At the same time, the B3 Corporate Family Rating reflects the
company's reasonably strong GAAP cash flow from operations, high
EBITDA and gross profit margins, an expanded geographical
footprint outside of California, and falling apartment rental
vacancy rates, which give WASH the ability to continue servicing
its large outstanding debt balance while it endeavors to restore
bottom-line profitability.

The stable outlook reflects the company's steady, recurring
revenue stream as well as slowly improving unemployment rates that
will eventually benefit WASH's machine usage and EBITDA
generation.

Due to the company's acquisitive nature and its propensity to
finance these acquisitions with debt, an upgrade in the next 12 to
18 months would be challenging. However, the ratings could be
upgraded if the company delevers to below 5.0x adjusted debt-to-
EBITDA; and if adjusted interest coverage, as measured by (EBITDA-
capex)/ interest expense, exceeds 1.75x, all on a sustained basis.

The ratings could be downgraded if both the company's adjusted
debt to EBITDA were to remain above 7.0x and adjusted interest
coverage, as measured by (EBITDA- capex)/ interest expense, were
to remain below 1.0x for a lengthy period of time.

The first-lien senior secured bank credit facility is notched
above the corporate family rating because it benefits from a) the
collateral package, which consists of a first-lien on all assets;
b) upstream guarantees from WASH's domestic operating subsidiaries
and downstream guarantees from WASH's parent company; 3) and the
support provided by the unrated junior debt (second-lien bank
credit facilities). There is also a collateral allocation
mechanism between the US and Canadian lending groups. Therefore,
they will share any future losses pro rata with their
participation.

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

Founded in 1947 and headquartered in El Segundo, California, WASH
Multifamily Laundry Systems, LLC provides outsourced laundry
equipment services for multi-family housing properties, including
apartment buildings, condominiums, college and university
residence halls, and military bases.

WASH, the issuer of the rated debt, is wholly-owned by Web Service
Holdings, Inc., a Delaware C-corporation that is itself wholly
owned by Web Service Holdings, LLC. The company expanded into a
five-state area in the Midwest during 2011 and 2012. Although the
company shows book net worth of approximately USD121 million as of
September 30, 2012, its tangible net worth is a negative USD228
million. Revenues for the trailing 12 months ended September 30,
2012 were approximately USD259 million.


WASH MULTIFAMILY: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to El Segundo, Calif.-based WASH
Multifamily Laundry Systems LLC.  The rating outlook is stable.

At the same time, S&P assigned WASH's proposed $365 million senior
secured first-lien term loan B and $60 million senior secured
first-lien term loan B (both due in 2019) issue-level ratings of
'B-' (the same level as the corporate credit rating).  S&P also
assigned the $55 million revolver (due 2019) a 'B-' issue-level
rating.  The recovery rating on each of these facilities is '3',
reflecting S&P's expectation of meaningful (50%-70%) recovery for
lenders in case of a payment default.  The $78 million second-lien
term loan (due 2020) is unrated.

The ratings on WASH reflect what S&P considers to be a "highly
leveraged" financial risk profile based on S&P's expectations for
credit measures following the proposed transaction to be weak and
financial policy to be very aggressive.

"Our characterization of WASH's financial policy is based on the
company's track record of very aggressive growth through
acquisitions and its majority ownership by CHS Capital, which we
believe influences financial governance, informing minimal debt
repayment in favor of acquisitive growth," said Standard & Poor's
credit analyst Nalini Saxena.

S&P assess WASH's business risk profile as "weak", primarily based
on S&P's view that its business focus will remain narrow in the
highly competitive and fragmented outsourced laundry facilities
management services industry.


WENNER MEDIA: Debt Facility Changes No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service said Wenner Media LLC's B3 Corporate
Family Rating, B3 senior secured credit facility rating, and
stable rating outlook are not affected by the changes to the
proposed credit facility including a reduction in the principal
amount of the term loan to USD190 million from USD200 million,
increase in facility pricing, and tighter limitations on
restricted payments.

The principal methodology used in rating Wenner is the Global
Publishing 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.

Wenner, headquartered in New York, NY, publishes entertainment and
lifestyle magazines in the United States. Its three titles
(Rolling Stone, Us Weekly and Men's Journal) generate combined
weekly/bi-weekly circulation exceeding four million. The company
is owned and controlled by the Wenner family. Revenue on a GAAP
basis for the LTM ended 9/30/12 was approximately USD363 million
and is split roughly 43% (advertising), 56% (circulation) and
licensing (1%).


XINERGY CORP: Has Significant Default Risk, Says Fitch
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates Fitch Ratings said in a report that James River Coal Co.
and Xinergy Corp. both have a "significant default risk" based on
prices the coal producers' bonds are fetching in the market.

There is hope on the horizon because Fitch believes "2013 will be
the trough year for coal pricing."

Fitch noted in its Feb. 5 report that bonds of the two companies
are trading at distress levels, meaning the yields are 10
percentage points more than the yield on Treasury bonds of
comparable duration.

Xinergy is a small coal miner in Central Appalachia.  On Feb. 6
purchasers were offering to buy the $195 million in 9.25 percent
secured bonds due 2019 for 60.375 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.

James River is an operator of coal mines mostly in central
Appalachia.  The $172.5 million in 4.5% senior unsecured
convertible notes due 2015 traded on Feb. 5 for 36.6 cents on the
dollar, to yield 47.638%, according to Trace.  The $270 million in
7.875% senior unsecured notes traded at 10:37 a.m. Feb. 6 for
52.61 cents on the dollar, for a yield of 22.455%, Trace reported.

Fitch noted that 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/


XZERES CORP: William Hagler Replaces Ron Elvidge as Director
------------------------------------------------------------
Ron Elvidge resigned as a director of Xzeres Corp. effective
Feb. 1, 2012.  There was no known disagreement with Mr. Elvidge on
any matter relating to the Company's operations, policies or
practices.

Effective Feb. 4, 2012, the Board of Directors of the Company
appointed William N. Hagler as a new member of the Board of
Directors to fill the vacancy created by Mr. Elvidge's
resignation.  The new Director was appointed for a 1-year term
subject to re-election by the shareholders at their next annual
meeting.  None of the Company's directors currently receive any
compensation for their services to the Company.

There are no family relationships among the Company's directors or
executive officers.

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


YONKERS INDUSTRIAL: Moody's Affirms 'Ba1' Rating on Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 rating of Yonkers
Industrial Development Agency, NY Multi-Family Housing Revenue
Bonds (Herriot Street Housing, L.P. Project) 2004. This rating
action affects USD12,665,000 in outstanding debt.

This rating action removes the Bonds from review for downgrade
following an analysis of the asset-to-debt ratio and cash flow
projections, assuming 0% reinvestment rates, which demonstrated
insufficiencies that were more consistent with a lower rating.

What Could Change The Rating: Up

- A material improvement cash flow projections which demonstrate
   stronger bond program performance.

What Could Change The Rating: Down

- Further deterioration of the asset-to-debt ratio or cash flow
   projection performance.

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.


* Fitch Sees Lackluster Outlook for U.S. Casino Operators
---------------------------------------------------------
The 2% payroll tax cut expiration provides another headwind for an
already lackluster outlook for U.S. casino operators, according to
Fitch Ratings. Operators also face cannibalization from new
openings in select markets against a difficult macroeconomic
backdrop. The 4Q12 earnings season should give us a sense for how
the tax cut expiration is affecting consumer behavior, which could
also be affected on the positive side by an improving housing
market and declining consumer debt levels.

Penn National announced earnings last week and reduced full year
2013 revenue guidance by 1.6% from guidance announced in tandem
with the company's proposed REIT spin-off. The revision is
partially related to a slower than expected ramp up of the
company's Ohio facilities but also captures the uncertainties
surrounding consumer spending.

"Taking into account new openings or expansions in Ohio, Maryland,
and Louisiana, we project same-store revenues to be flat to
slightly down for U.S. regional operators in 2013. Las Vegas
should fare better but only marginally with 3% growth. With this
backdrop and a limited number of available development
opportunities and sound risk/return profiles coupled with the
historically low interest rate environment, we expect operators
will focus on mergers and acquisition activity and other
engineering tactics in order to maximize returns for shareholders.
We highlighted this in our "2013 Gaming Outlook" report released
on Dec. 17, 2012. Subsequent to the release of this report,
Pinnacle announced plans to acquire Ameristar and Scientific Games
announced plans to acquire WMS. Prior to the report, Boyd acquired
Peninsula in November 2012 and Penn announced a plan to spin-off
its assets into a REIT (discussed in our last eNewsletter)," Fitch
says.

"Wynn and Las Vegas Sands paid sizable special dividends at the
end of 2012, partially because of tax uncertainty heading into
2013 but also as a reflection of the lack of imminent need for
funding growth. We expect focus on generating returns for
shareholders will continue into 2013.

"Conversely, our initial forecast calling for 8% gaming revenue
growth in Macau, as noted in our Asia-Pacific gaming outlook
report dated Dec. 17, 2012, driven by mass market growth of
roughly 20% and mid-single digit growth in VIP, which has
rebounded over the last couple of months. January revenue grew a
solid 7.3%, given the partial smoking ban implemented at the
beginning of the year in addition to an adverse calendar
comparison with respect to Chinese Lunar New Year. We are not
revising our revenue growth forecast at this point, as we have a
cautious view of the sustainability of the VIP rebound.

"Additional information can be found in Fitch's gaming, lodging,
and leisure (GLL) electronic newsletter where we provide
additional analysis on capital allocation policies (including a
cheat sheet highlighting the potential impact on specific gaming
operators from new openings or regulatory changes), other brief
sector comments, recent/upcoming events, and links/summaries to
rating actions and detailed reports."


* Moody's Sees More Maturing Debt from Low-Rated Companies
----------------------------------------------------------
Strong bond issuance in 2012 has again extended the maturity wall
for US speculative-grade, non-financial corporates, Moody's
Investors Service says in a new report, "Maturity Wall Pushed to
2017, but Global Macro Issues Could Disrupt Market Access."

Although the total amount of debt maturing in the next five years
is down modestly from last year's number, the amount of maturing
debt held by lower rated companies is now higher.

"Yield-seeking investors have poured into speculative-grade debt,
pushing maturities further into the future," says Senior Credit
Officer Kevin Cassidy. "Some USD258 billion of speculative-grade
bonds and credit facilities will now come due in 2017, while a
year ago maturities were set to peak at USD246 billion in 2016."

In addition, the so-called "pull-forward effect" could increase
near-term maturities. The pull-forward effect refers to the
accelerated financing of several maturities contained in the same
bank credit agreement when the first debt comes due. This could
double maturities of bank credit facilities alone, to USD243
billion from USD111 billion, over the next three years, says
analyst and co-author Tiina Siilaberg. Nevertheless, Moody's new
Refunding Index, which compares one- and three-year debt-issuance
levels to the associated debt maturities, predicts a low
speculative-grade default environment, she says. "This new index
has foreshadowed movements in actual default levels based on our
back testing," Siilaberg noted.

US corporate debt issuance is expected to remain strong amid low
interest rates and gradual economic recovery, but global economic
concerns persist. Among the risks that could disrupt the markets
and hinder companies' ability to address their maturities are the
upcoming debates over the spending cuts and debt ceiling, rising
interest rates and an increase in Treasury yields in the US, and a
further flare-up in Europe's sovereign debt crisis, Cassidy says.

Low-rated companies, in particular those with sizable near-term
maturities, are more vulnerable to market disruptions, and they
now comprise a higher proportion of maturing debt. Moody's list of
the top 25 debt issuers rated B3 Negative or lower now accounts
for some USD88 billion of debt, which includes USD17 billion due
in 2012-2014.

And overall credit quality has deteriorated. Of the speculative-
grade debt maturing from 2012 to 2017, about 12%, or USD50
billion, of bank credit facilities are rated Caa or lower, up from
8%, or USD33 billion, last year.

In the meantime, the refunding needs of US non-financial,
investment-grade companies continue to rise, Siilaberg says in a
second report. Roughly USD701 billion of bonds issued by these
companies come due in 2013-2017, up 10% from the USD635 billion
maturing in 2012-2016 identified in Moody's 2012 refunding study.

"Bond issuance by investment-grade companies hit a record high
last year, as companies with high credit ratings borrowed at rates
near historical lows," Cassidy says in "Five-Year Maturities Rise
to USD701 Billion Amid Strong Issuance." But risks outside
companies' control remain, and these could reduce market access or
increase credit spreads.


* Media Services Bonds Weak on Restricted Payments, Says Moody's
----------------------------------------------------------------
High-yield bonds issued by North American broadcasters and media
services companies provide investors with overall covenant
protection in line with non-financial corporate averages, Moody's
Investors Service says in a new report. But the sector offers weak
protection against restricted payments.

"Our review of 31 bonds issued by 22 North American broadcast and
media services companies revealed an average Covenant Quality
score of 3.34, compared with 3.40 for the bonds of other North
American non-financial companies," says Vice President -- Senior
Analyst, Carl Salas in "North American Broadcast, Media Services
Offer Weak Restricted Payments Protection." The bonds were drawn
from Moody's High-Yield Covenant Database, and on the rating
agency's five-point scale, 1.0 denotes the strongest protection
and 5.0, the weakest.

For restricted payments, broadcast and media services companies'
bonds scored 3.80, which reflect weaker protection compared with
3.34 for other non-financial companies, 3.60 for cable and 2.66
for newspaper/publishing. "The weaker restricted payments score
reflects the prevalence of private equity sponsors in broadcast
and media services company bond issues, and they favor the
flexibility to make restricted payments to increase investment
returns," Salas says. "Nevertheless, this weakness is offset by
strong protection against debt incurrence and liens and structural
subordination."

Stronger protection against debt incurrence results from the
sector's high leverage, in addition to the potential for elevated
dividends payouts. And indeed these companies are much more likely
to use a leverage ratio test to regulate debt incurrence than the
looser fixed-charge coverage ratio test used in most other
corporate bond deals.

Overall, however, the covenant protections in broadcast and media
services company bond issues have deteriorated more than those of
other North American non-financial corporates in the past two
years, particularly in terms of restricted payments. The average
covenant quality score for bonds issued by broadcast and media
services companies was 3.65 in 2012, compared with 2.99 in 2011,
and for restricted payments the score declined to 4.19 in 2012
from 2.93 a year earlier.


* Moody's Notes Negative Outlook for US Toll Road Sector in 2013
----------------------------------------------------------------
Despite some stabilizing traffic and revenue trends, the outlook
for the US toll road sector remains negative for the fifth
consecutive year, says Moody's Investors Service in its sector
outlook for 2013.

"Negative credit factors continue to outweigh positive ones, which
need to show greater sustainability," said Moody's Senior Vice
President Maria Matesanz, author of the report, "US Toll Roads:
Traffic and Revenue Stabilization Trends Emerging But Need to Show
Sustainability."

"This is made more difficult in the face of a continued weak pace
of economic recovery and potential fiscal tightening by the US
government," said Ms. Matesanz.

An organized, long-term solution to the US government's various
fiscal dilemmas could stabilize the economy and sustain traffic
trends, which, according to Moody's, are flat but no longer
declining. It could also lead the rating agency to change the
sector's outlook to stable, perhaps by midyear.

"An outlook change to stable would also be possible if toll roads
achieve consistent traffic growth and stable financial metrics,
including healthy debt service coverage ratios, over the next six
months," said Matesanz. "We expect toll road traffic to grow only
modestly in 2013 in tandem with GDP growth."

Circumstances working against a change back to a stable outlook,
according to Moody's include: the possibility of another
recession; rising leverage and increasingly back-loaded debt
structures; if gas prices go above USD4.50 a gallon; and if
traffic rates are kept flat or decline.

"The user-pay model for funding needed transportation construction
projects is gaining acceptance but the unfettered ability to
increase toll rates could also face pressure in a contracting
economy," said Matesanz. "A prolonged period of persistently high
unemployment, slow wage growth and declines in discretionary
income could have the same effect."


* Moody's Outlook on Utility/Power Industries Remains Negative
--------------------------------------------------------------
The unregulated utility and power industry continues to have a
negative outlook as low natural gas prices depress energy prices,
says Moody's Investors Service. The same low natural gas prices
keep fuel prices low and contribute to Moody's stable outlook on
the regulated gas and electric utilities. Those are the
conclusions offered by the rating agency in a pair of annual
sector outlook reports.

The main reason for the stable outlook for the regulated sector is
the supportive regulatory environment for the utilities, says
Moody's in "US Regulated Utilities: Regulatory support, low
natural gas prices maintains stability." Recovery of incurred
costs should generally be timely and regulators are likely to
continue to approve 3%-5% annual price increases in rate cases.

Moody's expects levels of capital expenditure to remain high, and
that timely recovery of these expenditures through rate increases
will be important to credit quality.

"Large capital expenditures will contribute to rate base growth,
but managements will have to carefully address the financing of
corresponding negative free cash flow along with the increased
rate pressure on customers," says Ryan Wobbrock, lead author of
the regulated report.

On the merchant power side, Moody's points to the low price for
natural gas as an underlying cause of its negative outlook.

"We expect a sustained period during which low natural gas prices
keep a lid on power prices, and of weak demand growth, surplus
supply and compressed margins," says Moody's Vice President and
Senior Analyst Toby Shea, lead author of "Unregulated Utility &
Power Companies: Still no sign of recovery."

"Combined, these factors will weigh on credit metrics and
liquidity availability, a credit negative," says Shea.

The low natural gas prices make operating coal and nuclear power
less competitive because their fixed costs are relatively high.

Because of the low power prices, companies have been shifting
business strategies. Actions they are taking include deleveraging,
the sale of non-core assets, and expansion into upstream and
downstream businesses. The industry has also been consolidating.

Moody's industry outlooks reflect its expectations for fundamental
business conditions over the next 12 to 18 months. An industry
outlook is not an explicit signal of the likely direction of
ratings in the industry.


* Moody's Sees Higher Costs for Fertilizer Producers in 2013
------------------------------------------------------------
Low water levels on the Mississippi River will lead to higher
transportation costs for producers of fertilizer and other
agricultural commodities in early 2013, Moody's Investors Service
says in a new report. Nevertheless, strong demand and prices
should more than offset their increased costs.

"Constricted traffic on the Mississippi has forced many companies
that normally ship their freight on barges to switch to rail,
which is considerably more expensive," Moody's says in the report,
"Low Mississippi Poses Little Risk for Producers of Fertilizer or
Agricultural Commodities." "This includes fertilizer producers,
which serve customers with tight deadlines, and grain processors
and handlers, which must continually move large volumes of grain."

But for fertilizer producers, unique industry dynamics and current
supply/demand conditions should offset higher transportation
costs, says Lori Harris, Associate Analyst and the author of the
report.

Makers of nitrogen fertilizers will see strong pricing this year,
Moody's says. Among companies, CF Industries looks best
positioned, since the close proximity of its plants to its
customers means it frequently uses trucks for shipping. Agrium
should likewise benefit from the spread of its operations and
retail locations. Potash Corporation of Saskatchewan (PCS) will
also perform well, but Moody's expects it to see higher
transportation costs, since its sources of nitrogen are split
between Louisiana and Trinidad.

Meanwhile, a record planting season that demands significant
amounts of potash and phosphate will help PCS and The Mosaic
Company offset higher transportation costs. As the dominant
phosphate producer, Mosaic is less protected from higher
transportation costs since it sources all its phosphate in
Florida. Agrium, a smaller presence, will also benefit from strong
demand for both potash and phosphate, as will CF Industries'
phosphate business.

Among commodity merchandizing and processing companies, ADM,
Cargill and the Gavilon Group will see the greatest pressure from
higher transportation costs, while Bunge's extensive operations in
Brazil give it some cushion. Nevertheless, reduced traffic on the
Mississippi will not have a huge impact on any of the big gain
processors.

"While all four big grain producers rely on the Mississippi to
transport grain, they have already altered their plans, running
lighter barges and using rail," Harris says, noting that last
year's reduced corn crop is of more concern to these companies.
"Since most of the corn grown last year is being used within the
country, state-to-state transportation routes have proved more
important than the Mississippi for moving the harvest to
processing facilities."


* Moody's Assesses Hurricane Sandy's Impact on P&C Insurers
-----------------------------------------------------------
Credit default swap spreads on P&C (re)insurers widened
immediately following Superstorm Sandy, but recovered in December,
supporting Moody's view that the storm has impacted earnings but
not harmed capital adequacy, says Moody's in its special comment
"Insurance CDS Spreads Tighten in Q4 2012; P&C/Reinsurance
Companies Exposed to Sandy in Focus."

"CDS five-year mid-spreads tightened across all insurance sectors
during the fourth quarter of 2012, in line with the broader
market," says Scott Robinson, a Moody's Senior Vice President and
an author of the report. "The movement was consistent with the
third quarter's trend, and spreads have continued to perform well
so far in 2013, as we forecast gradual economic strengthening
during the second half of 2013."

The median CDS-implied ratings gap of the companies in the Index
was negative 1.6 notches at the end of Q4 (compared with negative
1.7 notches at the end of Q3 2012), which implies that the CDS
market continues to have a more negative view of the insurance
sector than Moody's, the rating agency says.

Moody's notes that U.S. P&C insurance is the only sector in the
index with a positive CDS-implied ratings gap (positive 0.4),
meaning that the median CDS-implied rating for the sector is
higher than the comparable Moody's rating.


* Carried Interest Thrust Again into Tax Debate
-----------------------------------------------
Kim Dixon, writing for Reuters, reported that a big tax break that
benefits U.S. private equity and venture capital executives is
under threat again, and this time the chances of preserving it may
have dimmed.

President Barack Obama said at a news conference on Tuesday that
he will pursue a short list of tax loophole closures to try and
avert looming budget cuts, the Reuters report said. Obma's press
secretary singled out the tax break known as "carried interest."

"That should be closed," White House spokesman Jay Carney told
reporters after the president spoke, according to Reuters.

Reuters recalled that Obama on Sunday had mentioned carried
interest in a CBS television interview in which he called for
reducing the budget deficit by raising more tax revenue by closing
tax breaks.  Past attempts by some senior Democrats to roll back
the provision have failed amid heavy lobbying by the private
equity industry and other investment managers, according to
Reuters. The tax break has been defended by lawmakers from both
parties, but this time advocates of repeal say they may have the
upper hand.

Reuters said carried interest is an industry term that describes a
large portion of the investment gains realized by private equity
managers, as well as executives at some venture capital, real
estate and hedge funds.

The tax break allows these financiers -- many of whom are among
the wealthiest people in the country -- to treat such income as
capital gains, making it subject to a tax rate of only 20 percent,
instead of the nearly 40 percent top rate on ordinary income paid
by the highest earners, Reuters explained.  Carried interest
became a campaign issue last year when it emerged that Republican
presidential hopeful Mitt Romney had paid an effective tax rate of
about 15 percent in the past, thanks in part to the favored tax
treatment. Romney, one of the wealthiest Americans to ever run for
the White House, was a co-founder of private equity giant Bain
Capital, the report noted.

Sander Levin, the top Democrat on the tax-writing House of
Representatives Ways and Means committee, has been pushing for
years to end the tax break, and plans to soon introduce
legislation again, according to Reuters. He said the tide is
turning after Obama's campaign. "Elections matter. When issues are
raised and the people speak, it matters," Levin said in an
interview with Reuters.

Closing the tax break could raise close to $20 billion over 10
years, Reuters said, citing congressional budget estimates.

Defenders of the provision say it is proper because the risks
taken by those who claim it are comparable to the risks of stock
market investing, Reuters added. So carried interest gains, they
say, should be taxed like investment income, not wage income.
Opponents say carried interest is more akin to ordinary income,
and that financiers should have to pay the same top income tax
rate that other workers do.


* Justice Department Faces Uphill Battle in Proving S&P Fraud
-------------------------------------------------------------
Peter J. Henning and Steven M. Davidoff, writing for The New York
Times, reported that while the 119-page civil complaint the U.S.
Department of Justice filed against Standard & Poor's is chock-
full of emails that paint a picture of shoddy practices and greed
as S&P purportedly watered down its standards to generate more
business, whether the company's practices equate to fraud will be
difficult to prove.

The New York Times noted that the government is bringing charges
under a provision of the Financial Institutions Reform, Recovery
and Enforcement Act, a statute adopted in 1989 during the savings
and loan crisis to make it easier to pursue fraud cases in the
banking business.  The law allows for a penalty of up to $1
million for each violation of the mail, wire and bank fraud
statutes for conduct "affecting" a federally insured financial
institution.

The benefit of using the Financial Institutions Reform, Recovery
and Enforcement Act is that one only needs to meet the lower
burden of proof in civil cases of a "preponderance of the
evidence" while still being able to use the broad mail and wire
fraud statutes, the New York Time said.  This is in contrast to
criminal charges, which require that prosecutors prove guilt
beyond a reasonable doubt.

The New York Times, however, said that despite the colorful e-
mails, the Justice Department will face an uphill battle, even
with the lower burden of proof.  The first problem is that Justice
Department will have to demonstrate that S&P acted inappropriately
and the government will have to prove that ratings were in fact
faulty, and published intentionally so as to deceive investors in
the securities.  In response, S&P could simply argue that the
company was just as blinded by the financial crisis as anyone
else, and that questionable e-mails are simply the work of lower-
level employees who were not involved in the decision-making, the
report noted.

In its complaint, the government asserts that S&P's fraudulent
scheme "caused" investors to buy the securities, but the ratings
by other firms may well have contributed to that decision, the New
York Times said.  By only suing S&P, the Justice Department will
have to show that the company's ratings played a major role in the
investment decision, the report added.  Even if a fraud claim is
established, S&P is sure to raise an old defense: the First
Amendment's protection for freedom of the press.


* Royal Bank of Scotland to Settle Rate-Rigging Case
----------------------------------------------------
Mark Scott and Ben Protess, writing for The New York Times'
DealBook blog, reported that a campaign to root out financial
fraud secured a victory on Wednesday, as authorities took aim at
the Royal Bank of Scotland for its role in an interest rate
manipulation scheme that has emboldened prosecutors and consumed
the banking industry.

The DealBook said American and British authorities struck a
combined $612 million settlement with the bank, the latest case to
emerge from the global investigation into rate-rigging. The
Justice Department dealt another blow to the bank, forcing its
Japanese unit to plead guilty to criminal wrongdoing.

The penalty for the subsidiary, a hub of rate manipulation,
underscores a recent shift in the way federal authorities punish
financial wrongdoing, according to Reuters. The R.B.S. case echoed
an earlier action taken against a UBS subsidiary, which similarly
pleaded guilty to felony wire fraud as part of a larger
settlement. These cases represent the first units of a big bank to
agree to criminal charges in more than a decade.

"I want financial institutions to know that this department will
absolutely hold them to account," Lanny Breuer, head of the
Justice Department's criminal division, said in an interview
Wednesday.

The Royal Bank of Scotland Group plc (NYSE:RBS) --
http://www.rbs.com/- is a holding company of The Royal Bank of
Scotland plc (Royal Bank) and National Westminster Bank Plc
(NatWest), which are United Kingdom-based clearing banks.  The
company's activities are organized in six business divisions:
Corporate Markets (comprising Global Banking and Markets and
United Kingdom Corporate Banking), Retail Markets (comprising
Retail and Wealth Management), Ulster Bank, Citizens, RBS
Insurance and Manufacturing.  On October 17, 2007, RFS Holdings
B.V. (RFS Holdings), a company jointly owned by RBS, Fortis N.V.,
Fortis SA/NV and Banco Santander S.A. (the Consortium Banks) and
controlled by RBS, completed the acquisition of ABN AMRO Holding
N.V. (ABN AMRO).  In July 2008, the company disposed of its entire
interest in Global Voice Group Ltd.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing -- to use the authors' term -- offers
innovative and stimulating business opportunities.  Though
venturing is in a somewhat symbiotic relationship with the parent
firm, the venture would never threaten to ruin the parent firm as
a entrepreneur might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into
its formation, it can always be integrated into the parent
company as a new division or subsidiary modeled after the regular
parts of a company with the open-ended commitment, regular hiring
practices, and reporting and coordination, etc., going with this.
As covered by the authors, done properly with the right
commitment, sense of realism and practicality, and preliminary
research and ongoing analysis, corporate venturing offers a firm
new paths of growth and a way to reach out to new markets, engage
in fruitful business research, and adapt to changing market and
industry conditions. The principle of corporate venturing is the
familiar adage, "nothing ventured, nothing gained."  While it is
improbable that a corporate venture can save a dying firm, a
characteristic of every dying firm is a blindness about
venturing.  Just thinking about corporate ventures alone can
bring to a firm a vibrancy and imagination needed for business
longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a
high level of empowerment" required to make the venture workable
and who also are most suited to "adapt rapidly to new
information." Such employees for top management of a venture are
not entirely on their own.  The other side of this, as Brock and
MacMillan go into, is for such venture management to earn and
hold the trust and confidence of the firm's top management and
work within the framework and follow the guidelines set for the
venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on
one product or service or at most a few interrelated ones,
simplified operations, and streamlined decision-making.  From
identifying opportunities and getting starting through the
business plan and corporate politics, Brock and MacMillan guide
the readers into all of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.


                            *********

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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