TCR_Public/130211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 11, 2013, Vol. 17, No. 41

                            Headlines

17315 COLLINS: Plan of Reorganization Declared Effective
22ND CENTURY: Investors Convert $1.7MM of Notes Into Common Stock
360 GLOBAL: Files 2010 Form 10-K Pursuant to Plan
38 STUDIOS: Curt Schilling Allowed to Use $10-Mil. D&O Policy
4LICENSING CORP: Hershey Strategic No Longer Owns Shares

A123 SYSTEMS: Creditors Get Substantial Return Under Ch. 11 Plan
ADVANTAGE SALES: S&P Assigns 'B+' Rating to $907.5MM Loan Due 2017
AIDA'S PARADISE: Court Denies Approval of Disclosure Statement
AIRTOUCH COMMUNICATIONS: To Restate Third Quarter Financials
ALLPARK LLC: Case Summary & 4 Largest Unsecured Creditors

AMERICA WEST RESOURCES: Case Transferred to Las Vegas
AMERICA WEST RESOURCES: Proposes Flaster/Greenberg as Counsel
AMERICA WEST RESOURCES: To Pay Advisor Fees, Bonus and Warrants
AMERICA WEST RESOURCES: Still in Talks for DIP Financing
AMERICA WEST RESOURCES: Section 341(a) Meeting Moved to March 14

AMERICAN AIRLINES: US Air Deal May Be Announced This Week
AMERICAN AIRLINES: Close to Creating World's Biggest Airline
AMERICAN AIRLINES: Reports January 2013 Revenue and Traffic
AMERICAN AIRLINES: Finalizes Deal to Buy 143 New Boeing Jets
AMERICAN APPAREL: Comparable Store Sales Hiked 10% in January

AMERICAN AXLE: Reports $366.7-Mil. Comprehensive Income in 2012
AMERICAN WEST DEV'T: Wins Approval of Exit-Plan, Trust
ANCHOR BANCORP: Incurs $15.1 Million Net Loss in Fourth Quarter
ARCAPITA BANK: Amends List of Unsecured Nonpriority Claims
ASBESTOS PRODUCTS: Asbestos Liability Tops $1 Bil., Claimants Say

ASUZA, CA: Weak Liquidity Prompts Moody's COP Rating Cut to 'Ba1'
ATLAS FINANCIAL: A.M. Best Affirms 'bb' Issuer Credit Ratings
AVANTAIR INC: Issues Additional $712,500 Promissory Notes
BANK OF THE CAROLINAS: Incurs $56,000 Net Loss in Fourth Quarter
BALTIMORE, MD: Facing Bankruptcy In 10 Years, Forecast Shows

BBX CAPITAL: Inks Rights Agreement to Preserve Tax Benefits
BEAZER HOMES: BlackRock Discloses 5.5% Equity Stake
BION ENVIRONMENTAL: Incurs $1.2 Million Net Loss in 4th Quarter
BIOZONE PHARMACEUTICALS: Files 7th Amendment to 8.3MM Prospectus
BISSETT PRODUCE: Files Chapter 11 Bankruptcy to Wind Down Biz

BLACK DIAMOND: Voluntary Chapter 11 Case Summary
BON-TON STORES: Comparable Store Sales Decreased 0.4% in January
BOUNDARY BAY: To Present Plan for Confirmation on Feb. 27
BMF INC: Court Confirms Reorganization Plan
BRAFFITS CREEK: Section 341(a) Meeting Moved to March 14

BRIGHT HORIZONS: Moody's Hikes CFR to 'B1'; Outlook Stable
BROADWAY FINANCIAL: Terminates Samuel Sarpong as CFO
CAESARS ENTERTAINMENT: CEOC to Use $1.5BB Proceeds to Repay Debt
CALCEUS ACQUISITION: S&P Gives 'B' CCR, Rates $90MM Secured Loan
CASH STORE: Incurs C$1.7 Million Net Loss in Fourth Quarter

CASH STORE: Ontario Payday Lending Licenses at Risk of Revocation
CCC ATLANTIC: Certificates' Trustee Balks at Bad Faith Filing
CCC ATLANTIC: Wins Approval to Pay $64,600 to Critical Vendors
CDFI PHASE I: Fitch Affirms 'BB+' Subordinate Series Bonds Rating
CEREPLAST INC: IBC Funds Lowers Equity Stake to 2.5%

CENTRAL EUROPEAN: RTL Agrees to Forbearance Until April 30
CENTRAL EUROPEAN: Roust Trading Delivers Put Right Notice
CLARA'S ON THE RIVER: Emerges From Chapter 11 Bankruptcy
CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
CLIPPER ACQUISITIONS: S&P Assigns 'BB+' Counterparty Credit Rating

CRYSTALLEX INTERNATIONAL: Amends Form 20-F to Add Certifications
COMSTOCK MINING: Updates NI 43-101 Technical Report
D&M PUBLISHERS: Rivals Acquire Douglas & McIntyre, Greystone Units
DANCEHALL LLC: Being Liquidated in Chapter 7
DEEP PHOTONICS: Beats Ex-CEO's Attempt to Dismiss Ch. 11

DENNY'S CORP: Keeley Asset Discloses 8.6% Equity Stake
DEWEY & LEBOEUF: Files Plan Supplement Ahead of Feb. 27 Hearing
DJSP ENTERPRISES: Issues 400,000 Ordinary Shares to Directors
DZ.EYE.N STUDIOS: Court Approves Cox Smith as Counsel
E*TRADE FINANCIAL: Moody's Affirms 'B2' Senior Unsecured Rating

EASTMAN KODAK: Receives $527 Million From Sale of IP Assets
EAU TECHNOLOGIES: Borrows $1.3 Million From Director
ECOSPHERE TECHNOLOGIES: Deadline to Submit Proposals on March 15
EDISON MISSION: Incentive Plans Partially Approved
ELITE PHARMACEUTICALS: Add'l Application for Naltrexone Okayed

ENERGYSOLUTIONS INC: "Go Shop" Period Under Merger Pact Ends
F&G PROPERTIES: Updated Case Summary & Creditors' Lists
GILREATH ENTERPRISES: Restaurant Owner Files Bankruptcy
GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
GRIFFIN MANSIONS: Health Agency Report Releases on Wedding Venue

HELENA CHRISTIAN SCHOOL: Files Chapter 11 to Halt Sheriff's Sale
HILDAVAN REALTY: Case Summary & Largest Unsecured Creditor
HIOS REAL ESTATE: Updated Case Summary & Creditors' Lists
JDM MANAGEMENT: Updated Case Summary & Creditors' Lists
JOLIE HOLDINGS: Voluntary Chapter 11 Case Summary

JOHN MOHLENHOFF: Case Summary & 8 Largest Unsecured Creditors
LINDSAY GENERAL: Files for Chapter 11 in Atlanta
LINDSAY GENERAL: Voluntary Chapter 11 Case Summary
LIVINGSTON & LIVINGSTON: Voluntary Chapter 11 Case Summary
LYON WORKSPACE: May Cut 450+ Workers; Files WARN Notice

METRO FUEL: United Refining to Acquire All Assets for $27MM
METRO UNITED: Voluntary Chapter 11 Case Summary
MONTEREY CAPITAL: Case Summary & 20 Largest Unsecured Creditors
MUNDY RANCH: Owner's Son Wants Ch.11 Trustee or Examiner Named
NATURAL PORK: Court Won't Appoint Chapter 11 Trustee

NATURAL PORK: Hires Davis Brown as Litigation Counsel
NATURAL PORK: Hires Frost PLLC as Tax Accountants
PARK SIDE ESTATES: Unfinished Brooklyn Buildings in Chapter 11
PARK SIDE ESTATES: Voluntary Chapter 11 Case Summary
PMI MORTGAGE: Arch Capital to Acquire CMG Mortgage Insurance Unit

PROVIDER MEDS: Voluntary Chapter 11 Case Summary
REALTY FINANCE: Posts $207,000 Net Loss in 4th Quarter 2012
REVLON CONSUMER: Debt Increase No Impact on Moody's 'Ba3' CFR
RYAN INT'L: Has $800,000 Offer From Astra Jet Unit
SAMUELS FURNITURE: Case Summary & 20 Largest Unsecured Creditors

SAN BERNARDINO: Article Discusses Use of Aquifer to Raise Funds
SANDPOINT CATTLE: Voluntary Chapter 11 Case Summary
SAVE MOST: Hires Triggs & Reese as Accountants
SAVE MOST: Court Approves Michael G. Spector as Counsel
SIAG AERISYN: Can Hire General Capital to Sell Business

SKILLMAN ESTATES: Case Summary & 10 Largest Unsecured Creditors
SPEEDY CASH: Moody's Affirms 'B3' CFR Following $100MM Debt Issue
STANDARD LIFE: A.M. Best Affirms 'B' Financial Strength Rating
SYLVAN CENTER: Case Summary & 4 Largest Unsecured Creditors
TOPAZ POWER: S&P Gives Prelim. 'BB-' Rating to $590MM Sr. Loans

TXU CORP: 2017 Loan Trades at 35% Off in Secondary Market
TXU CORP: 2014 Loan Trades at 30% Off in Secondary Market
UNITED SURGICAL: S&P Retains 'B' Rating After $150MM Loan Add-On
UNIVERSAL HOSPITAL: S&P Keeps B+ Rating After $220MM Notes Add-On
US POSTAL: Posts $1.3-Billion Net Loss in Last 3 Months of 2012

VERINT SYSTEMS: S&P Raises Corporate Credit Rating to 'BB-'
VIVARO CORP: Court OKs Herrick Feinstein as Bankruptcy Counsel
VIVARO CORP: BDO Consulting Okayed as Committee's Fin'l Advisor
VIVARO CORP: Panel's Advisor Hires Independent Contractor
VIVARO CORP: Court Approves GCG Inc. as Claims and Noticing Agent

WESTMORELAND COAL: Moody's Lifts Rating on $275MM Debt to 'Caa1'
WESTWAY GROUP: S&P Assigns Prelim. 'BB-' Rating to $300MM Loans
WOODLAKE GOLF: Files Chapter 22 to Halt Foreclosure
WORSHIP IN TRUTH: Case Summary & Largest Unsecured Creditor
ZUFFA LLC: Moody's Rates New $510MM Senior Secured Loan 'Ba3'

ZUFFA LLC: S&P Assigns 'BB' Rating to $510MM Sr. Secured Debt

* Moody's Notes Surging Online Sales

* BOND PRICING -- For Week From Feb. 4 to 8, 2013

                            *********

17315 COLLINS: Plan of Reorganization Declared Effective
--------------------------------------------------------
The court-confirmed reorganization plan of 17315 Collins Avenue,
LLC, provides for the payment in full of allowed claims over a
period of approximately five years through the sale of the
Debtor's remaining condominium units as well as excess cash earned
from operations of the condominium-hotel project and any
litigation proceeds.

The effective date of the Second Amended Plan of Reorganization of
17315 Collins Avenue, LLC, dated Oct. 31, 2012, occurred on
Dec. 31, 2012.

As reported in the TCR on Dec. 27, 2012, secured note holders owed
$19.7 million are impaired and will be paid with interest at 5%
above the Judgment Rate in the form of a minimum of $2.35 million
in cash for the quarter ending Dec. 31, 2012 and (ii) $1.5 million
for each calendar quarter thereafter.  NYLIM, holder of a $13
million secured claim, will receive quarterly payments from excess
cash and from closings on the units until paid in full in four
years.  Holders of non-insider general unsecured claims totaling
$1.42 million will be paid in full within 5 years from the
Effective Date, provided that higher ranked creditors are paid in
full.  The holder of the equity interest, WaveStone Properties,
LLC, will retain its interests.

A copy of the order confirming the Second Amended Plan is
available at http://bankrupt.com/misc/17315collins.doc281.pdf

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/17315_Collins_DS_1015112.pdf

                    About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor, which is the sole owner of the project, estimated $10
million to $50 million in total assets and debts.

Lawyers at Meland Russin & Budwick P.A. serve as the Debtor's
counsel.


22ND CENTURY: Investors Convert $1.7MM of Notes Into Common Stock
-----------------------------------------------------------------
22nd Century Group, Inc., said its balance sheet has been greatly
strengthened through the elimination of more than $3 million of
debt over the past month, including $1.7 million of debt from
convertible notes that was due on April 14, 2013.

In December 2011, 22nd Century Group sold $1.9 million of
convertible promissory notes with an original issue discount of
15% for an aggregate purchase price of $1.7 million in a private
placement.  On Jan. 24, 2013, 22nd Century sent 15-day notices to
all remaining note holders conveying the company's intent to
prepay the notes.  This notice granted the note holders the right,
at their sole option within the 15-day period, to convert the
notes into shares of 22nd Century Group common stock and warrants
to purchase shares of 22nd Century Group common stock.

Of the 19 note holders that received the company's 15-day notice,
18 converted their notes into (i) an aggregate of 2.04 million
shares of common stock at a per share conversion price equal to
approximately $0.70 and (ii) five-year warrants to purchase an
aggregate of 2.7 million shares of common stock at an exercise
price of $1.50 per share.  All of the issued shares of common
stock and warrants are subject to lock-up agreements.  22nd
Century pre-paid the remaining note holder $58,340 and intends to
issue a 6-month note for $58,340.

"The company now has total debt of less than $1.5 million," said
Joseph Pandolfino, chief executive officer of 22nd Century Group.
"We are pleased to have accomplished these important steps in
strengthening the company's balance sheet and we believe these
measures will create substantial long-term value for our
shareholders."

                        About 22nd Century

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

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

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

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


360 GLOBAL: Files 2010 Form 10-K Pursuant to Plan
-------------------------------------------------
360 Global Investments filed with the U.S. Securities and Exchange
Commission its annual report disclosing a net loss of $150,000 on
$0 of revenue for the year ended Dec. 31, 2010, compared with a
net loss of $150,000 on $0 of revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2010, showed $0 in total
assets, $300,000 in total liabilities and a $300,000 total
stockholders' deficit.  A copy of the Form 10-K is available for
free at http://is.gd/hYjJyU

The Company separately filed its quarterly report on Form 10-Q
disclosing a net loss of $37,500 on $0 of revenue for the three
months ended March 31, 2011, compared with a net loss of $37,500
on $0 of revenue for the same period a year ago.  A copy of the
Form 10-Q is available for free at http://is.gd/o6Apct

The Hall Group, CPAs, in Dallas, Texas, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has suffered significant losses and will require additional
capital to develop its business.  In addition, the Company has
filed for Chapter 11 bankruptcy protection in order to reorganize
and work out its debt arrangements.

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court.

As described in this Global Plan, the Company's business plan is
made up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system.

In order to accomplish this goal, Reorganized Global's plan is to
complete the following SEC filings (among other filings and
reports), which Reorganized Global will complete as soon as
practical taking into account the general economic climate:

    * 10K annual report and audit for 2010
    * 10Q for the 1st quarter of 2011
    * 10Q for the 2nd quarter of 2011
    * 10Q for the 3rd quarter of 2011
    * 10K annual report and audit for 2011
    * 10Q for the 1st quarter of 2012
    * 10Q for the 2nd quarter of 2012
    * 10Q for the 3rd quarter of 2012
    * 10K annual report and audit for 2012

The second activity is to conduct the appropriate search, perform
the necessary analysis, negotiate a price and structure, plan the
financing, and raise the necessary capital to acquire an operating
business or effect a merger or acquisition, or capital stock
exchange, asset acquisition, or other similar business combination
with an operating business.  The business going forward will not
be inconsistent with the business prior to filing for Chapter 11.
However, Reorganized Global is not necessarily limited to a
particular industry.  Nevertheless, management of Global has
initially focused on the same sectors.  As of the first quarter of
2012, efforts have been limited to exploring financing and
acquisition opportunities with the intent to maximize the value of
the business for Reorganized Global's Creditors and new equity
interest holders.  Global's efforts in identifying a prospective
target business have been ongoing since January 2008.  Global has
examined over 100 business opportunities including a wide range of
detailed discussions with financing and management partners.

The subsequent 2009 global recession caused delays in the first
and second activities.

                          About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


38 STUDIOS: Curt Schilling Allowed to Use $10-Mil. D&O Policy
-------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that former pitching ace
Curt Schilling on Wednesday won a bankruptcy judge's approval to
access his failed video-game company's $10 million insurance
policy, which will be used to cover defense costs for himself and
three executives being sued by Rhode Island over a $75 million
loan.

Schilling's 38 Studios LLC crashed into Chapter 7 in June after
defaulting on the loan agreement, and the former All-Star and his
fellow insiders required the Delaware court's leave before they
could tap its directors-and-officers policy in the Rhode Island
civil lawsuit, according to the report.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


4LICENSING CORP: Hershey Strategic No Longer Owns Shares
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hershey Management I, LLC, and Hershey
Strategic Capital, LP, disclosed that, as of Dec. 31, 2012, they
do not beneficially own any shares of common stock of 4Licensing
Corporation.  The reporting persons previously disclosed
beneficial ownership of 921,000 common shares or a 6.7% equity
stake as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/3rfYTX

                         About 4Licensing

4Licensing Corporation, formerly known as 4Kids Entertainment,
Inc., is an entertainment and media company specializing in the
youth oriented market, with operations in these business segments:
(i) licensing, (ii) advertising and media broadcast, and (iii)
television and film production/distribution.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP served
as the Debtors' restructuring counsel.

Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice
agent.  BDO Capital Advisors, LLC, is the financial advisor and
investment banker.  EisnerAmper LLP fka Eisner LLP serves as
auditor and tax advisor.  4Kids Entertainment disclosed
$78,397,971 in assets and $86,515,395 in liabilities as of the
Chapter 11 filing.  Hahn & Hessen LLP serves as counsel to the
Committee.  The Committee tapped Epiq Bankruptcy Solutions LLC as
its information agent.

Pursuant to the court-confirmed plan of reorganization, 4Kids
changed its state of incorporation from the State of New York to
the State of Delaware by the merger of 4Kids with and into
4Licensing Corporation, a newly formed Delaware corporation and a
wholly owned subsidiary of 4Kids, with 4Licensing as the surviving
corporation.


A123 SYSTEMS: Creditors Get Substantial Return Under Ch. 11 Plan
----------------------------------------------------------------
Following the controversial $256.6 million sale of its assets to
China's Wanxiang Group Corp., A123 Systems Inc. has filed a
liquidating plan.

Lance Duroni of BankruptcyLaw360 reports that A123's liquidation
plan envisions a significant recovery for creditors, with secured
claims against the government-funded battery maker paid in full.

Unsecured creditors are receiving a 65% return.  According to
Reuters, the unsecured creditors include holders of the company's
$143.8 million of outstanding convertible subordinated notes and
suppliers.  A123 said it had about $17.5 million in trade debt
when it filed for bankruptcy on Oct. 16.

However, the plan, funded through the sale of the assets, does not
anticipate any distributions for the company's shareholders.

There will be no repayment of $133 million in U.S. taxpayer
dollars plunged into the Debtor prepetition, says Peg Brickley at
Daily Bankruptcy Review.

The Debtor at the end of January closed the sale of substantially
all assets to Wanxiang and Navitas Systems LLC.  Substantially all
of A123 Systems, Inc.'s non-government business assets have been
acquired by A123 Systems, LLC, a newly formed, wholly owned
subsidiary of Wanxiang, and the company's government business,
including U.S. military contracts, has been acquired by Navitas
through a separate asset purchase agreement.  The deal had the
support of A123's committee of unsecured creditors and was
approved by a U.S. government panel that oversees foreign
investment.

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

Pre-bankruptcy, A123 had an agreement to sell an 80% stake to
Chinese auto-parts maker Wanxiang Group Corp.  U.S. lawmakers
opposed the deal over concerns on the transfer of American
taxpayer dollars and technology to China.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.

Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins
LLP serve as the Debtors' counsel.  Lazard Freres & Co. LLC acts
as the Debtors' financial advisors, while Alvarez & Marsal serves
as restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the
Official Committee of Unsecured Creditors.


ADVANTAGE SALES: S&P Assigns 'B+' Rating to $907.5MM Loan Due 2017
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned issue
ratings to Irvine, Calif.-based Advantage Sales & Marketing Inc.'s
proposed first-lien and second-lien term loans.  S&P assigned a
'B+' issue rating to the $907.5 million first-lien term loan due
December 2017 with a recovery rating of '4', indicating S&P's
expectation for average (30% to 50%) recovery for first-lien
secured lenders in the event of a payment default.  Concurrently,
S&P assigned a 'B-' issue rating to the $300 million second-lien
secured term loan due June 2018.  S&P assigned a recovery rating
of '6' to the second-lien loan, indicating its expectation for
negligible (0% to 10%) recovery for second-lien secured lenders in
the event of a payment default.

The 'B+' corporate credit rating on Advantage Sales & Marketing
remains unchanged.  The outlook is stable.

The proposed refinancing is leverage neutral.  The transaction
would increase the first-lien term loan by $50 million and would
decrease the second-lien term loan by $50 million through the
creation of new first-lien and second-lien debt tranches, as
permitted by the existing credit agreement.  The refinancing aims
to lower interest rates and remove financial maintenance
covenants, with springing covenants still applying to the
revolver.  The maturity dates would remain unchanged compared with
the existing first-lien and second-lien debt tranches.

S&P estimates the company will have about $1.4 billion in debt
outstanding following the refinancing.

The ratings on sales and marketing agency Advantage Sales &
Marketing reflect S&P's assessment that the company's business
risk profile will remain "fair" and its financial risk profile
will remain "highly leveraged" over the next 12 months.  S&P's
business risk profile assessment primarily reflects the favorable
industry dynamics and S&P's belief that Advantage will increase
sales and profits as consumer packaged-goods producers will
increase outsourcing of sales and marketing functions.  Primary
factors in S&P's financial risk profile assessment include weak
credits ratios, an "adequate" liquidity profile, and S&P's view
that financial policy is "very aggressive".  S&P forecasts total
debt to EBITDA will remain between 5.2x and 5.9x, funds from
operations (FFO) to total debt will remain between 7.4% and 8.1%,
and EBITDA interest coverage will remain between 2.2x and 2.6x
through the end of 2014, which is consistent with a "highly
leveraged" financial risk profile.

RATINGS LIST
Advantage Sales & Marketing Inc.
Corporate credit rating                        B+/Stable/--

Ratings Assigned
Advantage Sales & Marketing Inc.
$907.5 million first-lien term loan due 2017   B+
  Recovery rating                               4
$300 million second-lien term loan due 2018    B-
  recovery rating                               6


AIDA'S PARADISE: Court Denies Approval of Disclosure Statement
----------------------------------------------------------------
The Bankruptcy Court has entered an order denying approval of the
disclosure statement describing Aida's Paradise, LLC's proposed
Plan of Reorganization.

The Court's order provides that if an amended disclosure statement
and plan of reorganization are timely filed, a non-evidentiary
combined Disclosure Statement/Confirmation hearing will be set for
March 4, 2013, at 11:00 a.m.

The Disclosure Statement that was denied approval provided that
under the Plan, the holder of an allowed secured property tax
claim will retain its lien on the subject property and be paid in
full, with interest, over a period of five years.  The holder of a
class of secured claim, TD Bank, will retain its lien on the I-
Drive Properties, and its allowed secured claim will be paid back
over time.  The class of allowed general unsecured claims will be
paid a pro rata portion of the "cash flow note."  The class of
interests will retain their interest in the Debtor in exchange for
"new value" and, as such, are unimpaired.  A full-text copy of the
Disclosure Statement is available for free at
http://bankrupt.com/misc/AIDAS_PARADISE_ds.pdf

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

In its schedules, the Debtor disclosed $15.0 million in total
assets and $9.32 million in total liabilities.

The Debtor has filed a plan that allows the holder of a class of
secured claim, TD Bank, to retain its lien on the I-Drive
Properties, and its allowed secured claim to be paid back over
time.  The class of allowed general unsecured claims will be paid
a pro rata portion of the so-called "cash flow note."  The class
of interests will retain their interest in the Debtor in exchange
for "new value" and, as such, are unimpaired.


AIRTOUCH COMMUNICATIONS: To Restate Third Quarter Financials
------------------------------------------------------------
Airtouch Communications, Inc.'s audit committee concluded, after
consultation with its management and independent registered public
accounting firm, that errors in its recognition of revenue require
the Company to restate previously reported financial results.

The Company has determined that shipments to one customer were
improperly recognized as revenue in the aggregate approximate
amount of $1.2 million for the quarter ended Sept. 30, 2012.  The
Company will be restating its consolidated statements of
comprehensive loss for the three and nine month periods ended
Sept. 30, 2012, and its consolidated balance sheet as of Sept. 30,
2012, for purposes of reversing approximately $1.2 million of
revenue during those periods.  The restatement will also result in
a decrease in the Company's previously reported accounts
receivable as of Sept. 30, 2012, by $1.2 million.  The
restatements will result in corresponding changes to other items
in the Company's consolidated financial statement as of and for
the three and nine periods ended Sept. 30, 2012.

The Company has discussed the restatements with Anton & Chia, LLP,
the Company's independent registered public accounting firm, which
concurs with the Company's conclusion that the restatements are
appropriate and which is in the process of evaluating management's
proposed adjustments.

                   About AirTouch Communications

AirTouch Communications, Inc., formerly Waxess Holdings, Inc., is
a technology firm, located in Newport Beach, Calif., that was
incorporated in 2008 and designs innovative and state-of-the-art
wireless routers, stationary signal-enhanced cell phones, and
?Triple Play' (Voice/Data/Video over IP) portals.  The Company
offers its HomeConneX (R) products through the dealer network of a
major wireless carrier and its SmartLinX TM products through
various distributors in the US and Mexico.

As reported in the TCR on March 26, 2012, Anton & Chia, LLP, in
Irvine, California, expressed substantial doubt about Waxess
Holdings' 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 sustained
accumulated losses from operations totaling $16 million at
Dec. 31, 2011.

The Company's balance sheet at June 30, 2012, showed $4.7 million
in total assets, $1.9 million in total liabilities and
stockholders' equity of $2.8 million.


ALLPARK LLC: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Allpark LLC
        aka Timperpace, LLC
        240 S. Meridian Street
        Indianapolis, IN 46240

Bankruptcy Case No.: 13-00976

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: L. Leona Frank, Esq.
                  FRANK LAW OFFICE, P.C.
                  8395 Keystone Crossing
                  Suite 104
                  Indianapolis, IN 46240
                  Tel: (317) 259-9400
                  Fax: (317) 259-7481
                  E-mail: leonafrank@franklaw.org

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/insb13-00976.pdf

The petition was signed by Shawn W. Cannon, managing member.


AMERICA WEST RESOURCES: Case Transferred to Las Vegas
-----------------------------------------------------
Nevada Bankruptcy Judge Bruce A. Markell on Feb. 5 entered an
order transferring America West Resources Inc.'s bankruptcy case
from Reno to Las Vegas.

The case was reassigned from Bruce T. Beesley to Judge Merkell on
Feb. 4.  The next day Judge Markell entered an order transferring
the case to Southern Nevada and assigning a new case of 13-10865
to "correct an inadvertent and incorrect assignment" of the case.

                        About America West

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

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

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

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


AMERICA WEST RESOURCES: Proposes Flaster/Greenberg as Counsel
-------------------------------------------------------------
America West Resources, Inc. and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Nevada to
employ the law firm of Flaster/Greenberg P.C. as their counsel
nunc pro tunc to the Petition Date.

The Debtors aver that the employment of counsel is necessary to
aid the Debtors in the performance of their duties.

Before the filing, the Debtors paid Flaster a retainer totaling
$100,000.

The Debtors have agreed that Flaster will be compensated for
services at these rates:

     Personnel             Position       Hourly Rate
     ---------             --------       -----------
Steven D. Usdin, Esq.      Shareholder      $490
William J. Burnett, Esq.   Shareholder      $475
Eugene J. Chikowski, Esq.  Shareholder      $480
Harry j. Giacometti, Esq.  Shareholder      $745
Nella M. Bloom, Esq.       Associate        $305
Kristan L. Howard, Esq.    Associate        $310
Eric J. Van, Esq.          Associate        $305

Additional attorneys may be assigned to the case as needed;
however, no attorney's rate will exceed $490 per hour.

Flaster will also seek reimbursement of its expenses pursuant to
its policies.

The Debtors believe that Flaster is a "disinterested" person as
that term is defined in 11 U.S.C. Sec. 101(14).

The Debtors' bankruptcy counsel can be reached:

         Steven D. Usdin, Esq.
         William J. Burnett, Esq.
         Eric J. Van, Esq.
         FLASTER/GREENBERG P.C.
         4 Penn Center, 2nd Floor
         1600 J.F.K. Boulevard
         Philadelphia, PA 19103
         Tel: (215) 279-9903
         Fax: (215) 279-9394
         E-mail: steven.usdin@glastergreenberg.com
                 william.burnett@flastergreenberg.com
                 eric.van@flastergreenberg.com

                        About America West

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

America West Resources and three affiliates sought Chapter 11
protection in Reno, Nevada.  The cases were immediately
transferred from Reno to Las Vegas (Bankr. D. Nev. Lead Case No.
13-10865) to "correct an inadvertent and incorrect assignment" of
the cases.

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

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

The case was reassigned from Bruce T. Beesley to Judge Merkell on
Feb. 4. The next day Judge Markell entered an order transferring
the case to Southern Nevada and assigning a new case of 13-10865
to "correct an inadvertent and incorrect assignment" of the case.


AMERICA WEST RESOURCES: To Pay Advisor Fees, Bonus and Warrants
---------------------------------------------------------------
America West Resources, Inc. and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Nevada to
employ CFCC Partners, LLC, as financial advisor, and John Chapman,
CFCC's senior managing director, as chief restructuring officer,
nunc pro tunc to the Petition Date.

The Debtors believe that a financial advisor is needed for them to
properly perform their functions.  They believe a restructuring
officer is necessary to implement the recommendations of a
financial advisor.

CFCC has agreed to:

   -- evaluate the Debtors' strategic options, including an
      assessment of the viability of the business and determine
      the risks and resources attendant to each strategic
      alternative;

   -- assist the Debtors with a proposed auction of substantially
      all of their assets, including but not limited to soliciting
      bids, assembling due diligence documents, coordinating the
      bidding procedure, assessing potential bidders' financial
      wherewithal, and conducting an auction sale; and

   -- perform other duties as customarily performed by a financial
      advisor.

The Debtors believe that CFCC and Mr. Chapman are "disinterested
persons" as that term is defined in 11 U.S.C. Sec. 101(14).

The firm may utilize additional personnel of the firm, including
Ray Davis, William Shelton, and Lee Wingeier, as are necessary to
assist in the performance of the duties.

The Debtors agreed to provide CFCC a security retainer of $200,000
to be applied against the final billing upon the termination of
its services.

According to the advisory engagement agreement signed by the
parties on Sept. 10, 2012, CFCC will be compensated in accordance
with these terms:

  (a) Hourly Fee and Reimbursement.  The firm will be reimbursed
      for all hourly fees and out-of-pocket expense reasonably
      incurred by CFCC.  The hourly rates of the firm are:

                                            Rate
                                            ----
            Senior Managing Director        $365
            Managing Director               $295
            Senior Associate                $245
            Associate                       $195

  (b) Capitalization Bonus.  CFCC will be paid a bonus fee for any
      or final capitalization of AMR equal to 3% of the total
      gross capitalization amount for all equity, mezzanine and or
      senior debt raised.

  (c) Equity Consideration.  CFCC or its designees will also
      receive warrants equal to 10% of the company with the
      warrants to be issued at any time during a 4-year period
      from and after the date of the initial closing for $100 and
      other valuable consideration for services provided.

The firm can be reached at:

         John Chapman
         Senior Managing Director
         CFCC PARTNERS, LLC
         13900 Jog Road, Suite 203-167
         Delray Beach, FL 33466
         Tel: (561) 278-7008
         E-mail: jchapman@cfccpartners.com

                        About America West

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

America West Resources and three affiliates sought Chapter 11
protection in Reno, Nevada.  The cases were immediately
transferred from Reno to Las Vegas (Bankr. D. Nev. Lead Case No.
13-10865) to "correct an inadvertent and incorrect assignment" of
the cases.

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

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

The case was reassigned from Bruce T. Beesley to Judge Merkell on
Feb. 4. The next day Judge Markell entered an order transferring
the case to Southern Nevada and assigning a new case of 13-10865
to "correct an inadvertent and incorrect assignment" of the case.


AMERICA WEST RESOURCES: Still in Talks for DIP Financing
--------------------------------------------------------
America West Resources, Inc., and its affiliates are continuing
negotiations to obtain debtor-in-possession financing.  The
Debtors have idled coal production operations at the Horizon Mine
and are continuing to operate certain ancillary businesses as
"debtors-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.  It is the
Debtors intention to shortly file a motion to sell all or
substantially all of its assets in an auction process pursuant to
Section 363 of the Bankruptcy Code as would be authorized by the
Bankruptcy Court.

As of Feb. 7, 2013, the mining operations at the Horizon Mine have
not been closed as the result of a shutdown by the Mine Safety and
Health Administration, though the Company has idled coal
production operations at the mine.  However, it is possible that
MSHA will issue a closure order on the Horizon Mine operations if
the Company is unable to continue required work to remediate
conditions in the Horizon Mine which result in violations of
applicable safety regulations if not remediated.

The Company disclosed that the bankruptcy filing may constitute an
event of default with respect to the following debt instruments:

1. Various promissory notes and the agreements related thereto
    from Hidden Splendor Resources, Inc., or its predecessor in
    interest, in favor of Zions First National Bank.  It is the
    Company's understanding that all of the debt instruments
    representing such debt owed to Zions First National Bank have
    been purchased by Denly Utah Coal, LLC.

2. Various promissory notes and the agreements related thereto,
    including extensions of additional funding under those
    instruments, from America West Resources, Inc., or America
    West Marketing, Inc., in favor of Denly Utah Coal, LLC, the
    John Thomas Bridge and Opportunity Fund I and the John Thomas
    Bridge and opportunity Fund II.  Additional amount have been
    extended by Denly Utah Coal to America West Resources, Inc.
    since June 30, 2012, under additional promissory notes and
    that amount may be subject to the terms and conditions of the
    debt owed to Denly Utah Coal prior to June 30, 2012.

3. Various obligations owed by Hidden Splendor Resources, Inc.,
    to the Internal Revenue Service, the State of Utah, Carbon
    County and the Howard Kent Profit Sharing Plan pursuant to the
    Plan of Reorganization approved by the United States
    Bankruptcy Court for the District of Nevada on Dec. 8, 2008,
    in case number BK-N-07-51378 gwz.

4. Insurance premium financing agreements between America West
    Resources, Inc., and various financing companies in connection
    with various insurance policies maintained by the company.

The Company is not current with its reports on Form 10-Q.  It is
the Company's understanding that its shares may not be eligible
for trading on either the OTCBB or the "Pink Sheets" and may not
eligible for trading on any exchange or system of quotation
listings unless the company brings its reporting obligations
current or adequate information concerning the company is
otherwise available to the public in accordance with federal and
state securities laws.

On Jan. 24, 2013, the Company received a letter from its
independent accountant, Hansen, Barnett and Maxwell, stating that
the firm of Hansen, Barnett and Maxwell was resigning as the
company's independent account for the following reasons:

   1. The company's inability to pay Hansen, Barnett and Maxwell's
      past due fees;

   2. The company's failure to communicate the resignation of
      Brent Davies as the Chief Financial officer back in
      September and file the necessary 8K; and,

   3. The company's general lack of communication.

The Company does not disagree that it has not paid the past due
fees of Hansen, Barnett and Maxwell.  However, the Comany notes
that Mr. Davies informed it that his resignation was conditioned
on the Company's acceptance of the same, and the Company did not
accept that resignation until Feb. 1, 2013.  The Company also
disagrees with the general statement that there as been a lack of
communication with Hansen, Barnett and Maxwell.

The Company has not engaged an independent accountant to replace
Hansen, Barnett and Maxwell.

On Feb. 1, 2013, the Company accepted the resignation of Brent
Davies from the position of the company's Chief Financial Officer.

On Feb. 1, 2013, the Company appointed John Chapman as the Chief
Restructuring Officer of the Company.

John is a licensed Florida CPA with more than 30 years of
experience in medium and large corporate environments serving as
Chief Financial Officer, Controller and Chief Restructuring
Officer of both public and private companies.  John's managerial
skills are built from direct supervisory experience in accounts
receivable, cash management-treasury services, accounts payable,
purchasing, payroll, and manufacturing accounting as well as
financial reporting and planning.  John also has experience in
financial systems development having installed large scale
computer applications in all of the above functional areas.

John has bankruptcy and restructuring experience having worked on
the administrative and restructuring efforts of numerous chapter
11 filings, including the filings of ANC Rental Corporation,
Anchor Glass Corporation and most recently as Chief Restructuring
Officer of Barcalounger Corporation.  He was also an instrumental
member of the team that assisted Chrysler Financial through the
recent financial crisis and served as expert witness on its behalf
during the Chrysler Corporation bankruptcy proceedings.

John has a Bachelor and Master's Degree in Accounting from Nova
Southeastern University, Fort Lauderdale, Florida, and is an
Adjunct Instructor in Cost and Managerial Accounting at Florida
Atlantic University.

                        About America West

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

America West Resources and three affiliates sought Chapter 11
protection in Reno, Nevada.  The cases were immediately
transferred from Reno to Las Vegas (Bankr. D. Nev. Lead Case No.
13-10865) to "correct an inadvertent and incorrect assignment" of
the cases.

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

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

The case was reassigned from Bruce T. Beesley to Judge Merkell on
Feb. 4. The next day Judge Markell entered an order transferring
the case to Southern Nevada and assigning a new case of 13-10865
to "correct an inadvertent and incorrect assignment" of the case.


AMERICA WEST RESOURCES: Section 341(a) Meeting Moved to March 14
----------------------------------------------------------------
The U.S. Trustee has postponed the meeting of creditors in the
bankruptcy case of America West Resources, Inc., and its
affiliates to March 14, 2013, at 1:00 p.m. at 341s - Foley Bldg,Rm
1500.  Creditors have until June 12, 2013, to file their proofs of
claims.

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

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

                        About America West

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

America West Resources and three affiliates sought Chapter 11
protection in Reno, Nevada.  The cases were immediately
transferred from Reno to Las Vegas (Bankr. D. Nev. Lead Case No.
13-10865) to "correct an inadvertent and incorrect assignment" of
the cases.

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

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

The case was reassigned from Bruce T. Beesley to Judge Merkell on
Feb. 4. The next day Judge Markell entered an order transferring
the case to Southern Nevada and assigning a new case of 13-10865
to "correct an inadvertent and incorrect assignment" of the case.


AMERICAN AIRLINES: US Air Deal May Be Announced This Week
---------------------------------------------------------
The Wall Street Journal's Susan Carey reports American Airlines'
parent AMR Corp. and US Airways Group Inc. are in final
negotiations on a marriage that could be announced as early as
this week.  The combined company would surpass United Continental
Holdings Inc. as the No. 1 carrier by traffic and control about
one-quarter of U.S. domestic capacity.

According to WSJ, experts said a potential deal likely would fly
clear of government objections.

"The government has tended to regard some overlaps as not
problematic," said Alison Smith, an antitrust lawyer at McDermott
Will & Emery LLP in Houston who isn't involved in the AMR deal,
according to the WSJ report. "If a merger combines complementary
networks, that could bring benefits to consumers."  Ms. Smith, who
once worked in the Justice Department's antitrust division, said
the key question is whether regulators believe the airline
industry already is sufficiently concentrated. "The going thought
is that this will be approved," she said.

"Anytime you have slot-constrained airports, you're talking about
significant barriers to entry," said Kenneth Quinn, co-leader of
the aviation-law practice at Pillsbury Winthrop Shaw Pittman LLP
in Washington, according to WSJ. But he said an enlarged American
could "counterbalance" Delta Air Lines Inc., which has bulked up
at LaGuardia. And the Washington market has alternative airports,
which keep prices in check, said Mr. Quinn, who isn't involved in
the AMR deal.

The department "has been extraordinarily active in other
industries lately," Mr. Quinn said. But "they would be hard-
pressed not to approve [the AMR deal] because they allowed other
megaairline mergers to occur."

WSJ notes the Justice Department declined to comment.

According to the report, if both companies' boards approve the
deal, the pair would want to expedite the review process to avoid
extending American's stay in bankruptcy-court protection. The
Hart-Scott-Rodino antitrust law provides for an abbreviated review
for companies in bankruptcy court. But in a complex case like this
one, the Justice Department likely would request more information
and could spend months looking at the transaction route by route,
experts said, according to WSJ.

                     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 AIRLINES: Close to Creating World's Biggest Airline
------------------------------------------------------------
American Airlines parent AMR Corp. and US Airways Group Inc. are
hashing out the last major details of a merger agreement that
would create the world's largest airline and are racing to
finalize a deal, said people close to the discussions, Mike
Spector and Susan Carey of The Wall Street Journal reported.

WSJ said that if the deal is reached, the new company could have a
market capitalization of more than $10 billion and would vault
ahead of United Continental Holdings Inc. as the biggest U.S.
airline by traffic. The all-stock deal would be executed as a
reorganization plan that takes American out of Chapter 11
bankruptcy protection, WSJ added.

WSJ, however, related that people familiar with the talks
cautioned the merger negotiations remained fluid and could fall
apart. American, WSJ noted, has resisted a deal at various points
in favor of emerging from bankruptcy protection as an independent
airline. Significant points of the deal, including how to split
ownership of the airline and how to arrange board seats and
management ranks, remain unresolved, WSJ said. The boards of both
airlines haven't yet convened to consider the deal, although
American representatives discussed whether to schedule such a
meeting, said a person close to the matter, according to WSJ. It
could take another couple of weeks for an agreement to be
completed, WSJ said, citing the people familiar with the talks.

Under the deal's current contours, American creditors would own
roughly 72% of the airline and US Airways shareholders about 28%,
WSJ said, citing people close to the discussions.

                     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: Reports January 2013 Revenue and Traffic
-----------------------------------------------------------
AMR Corporation reported January 2013 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 0.2% and 1.8% higher year-
over-year, respectively, resulting in a consolidated load factor
of 78.9%, an increase of 1.3 points versus the same period last
year.

Domestic capacity and traffic were 0.4% and 3.0% higher year-over-
year, respectively, resulting in a domestic load factor of 79.9%,
2.0 points higher compared to the same period last year.
International load factor of 79.5% was 0.1 points higher year-
over-year, as traffic increased 0.1% while capacity remained flat.
The Pacific entity recorded the highest load factor of 80.6%, an
increase of 0.3 points versus January 2012.

January's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 3.1% versus the same period last
year driven by strong improvements in the Domestic and Atlantic
entities.  On a consolidated basis, the company boarded 8.6
million passengers in January.

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

                        http://is.gd/k6f1TY

                      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: Finalizes Deal to Buy 143 New Boeing Jets
------------------------------------------------------------
Jon Ostrower at Daily Bankruptcy Review reports Boeing Co.
confirmed that AMR Corp. has officially confirmed a deal to
acquire 143 new jets, including 42 of its 787 Dreamliners that
were first ordered in 2008 ahead of the airline's filing for
Chapter 11 bankruptcy protection.

                      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 APPAREL: Comparable Store Sales Hiked 10% in January
-------------------------------------------------------------
American Apparel, Inc., announced preliminary comparable sales for
the month ended Jan. 31, 2013, and reported that comparable store
sales increased 10%, including a 7% increase in comparable store
sales for its retail store channel and a 24% increase in net sales
for its online channel.  Wholesale net sales increased 14% for the
month of January and total net sales increased 11% to $46.4
million.

"We had strong performance this January across all channels -
retail, wholesale and online," said John Luttrell, executive vice
president and chief financial officer of American Apparel, Inc.
"Seeing our momentum carry into 2013 gives us confidence that this
will be a strong sales year.  Even without relying on additional
store openings, our sales could increase by six percent or greater
this year," concluded Luttrell.

"We believe the online segment will grow significantly, driven by
technological improvements to our website, coupled with strong
demand from our metropolitan adult customer," said Dov Charney,
chairman and chief executive of American Apparel, Inc.
"Additionally, it is noteworthy that the imprintable wholesale
division of the company is experiencing positive momentum as a
result of improved conditions in the ad specialty arena.
Increased sales are important to us because we can leverage store
and corporate overhead.  But more importantly, increased sales
allow us to absorb overhead at our factory, which has ample
capacity for additional production."

"Currently, our most profitable stores are in Tokyo, Beijing,
London, Sydney and New York," added Charney.  "American Apparel is
a brand that appeals in global city centers, and I reiterate that
in the long range, we see an opportunity to open hundreds of
stores all over the world.  In the meantime, our focus is to make
our existing business more profitable."

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

                         http://is.gd/27XGCY

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011, and a
net loss of $86.31 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$333.64 million in total assets, $319.76 million in total
liabilities and $13.87 million in total stockholders' equity.


AMERICAN AXLE: Reports $366.7-Mil. Comprehensive Income in 2012
---------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $366.7 million on $2.93 billion of net
sales for 2012, net income of $137.1 million on $2.58 billion of
net sales for 2011, and net income of $114.5 million on $2.28
billion of net sales for 2010.

For the three months ended Dec. 31, 2012, the Company reported net
income attributable to the Company of $319.9 million on
$736.7 million of net sales, as compared with net income
attributable to the Company of $31.1 million on $605.6 million of
net sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.86 billion
in total assets, $2.98 billion in total liabilities, and a
$120.8 million total stockholders' deficit.

"2012 was an eventful year for AAM, characterized by substantial
growth and diversification due to a high level of global launch
activity.  We made great strides in executing our diversification
initiatives while strengthening our global footprint through our
expanding customer and product base," said AAM's President and
Chief Executive Officer, David C. Dauch.  "Financial performance
in 2012 was characterized by both successes and challenges.  In
the second half of 2012, we experienced operational challenges and
lower profitability, principally associated with an increased
level of launch activity. We are taking necessary actions to
correct these performance issues.  As we move forward we do so
with a disciplined and forward-looking approach, reaffirming our
commitment to delivering quality, technology leadership and
operational excellence."

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

                        http://is.gd/nX27bv

AAM's 2013 Outlook:

   * AAM expects full year sales in 2013 to be approximately $3.2
     billion.  This sales projection is based on the anticipated
     launch schedule of programs in AAM's new and incremental
     business backlog and the assumption that the U.S. Seasonally
     Adjusted Annual Rate of sales ("SAAR") increases from
     approximately 14.4 million vehicle units in 2012 to
     approximately 15.0 million vehicle units in 2013.

   * AAM expects to generate earnings before interest expense,
     income taxes and depreciation and amortization (EBITDA) as a
     percentage of sales in the range of 13.0% - 13.5% in 2013.

   * AAM expects to generate EBITDA as a percentage of sales in
     the range of 11.0% to 12.0% in the first half of 2013.

   * AAM expects full year net capital spending to approximate
     7.0% of sales in 2013.

   * AAM expects to generate positive free cash flow in 2013.

AAM's 2015 Target:

   * AAM is targeting full year sales to exceed $4.0 billion and
     over $500 million of EBITDA in 2015.  This sales and EBITDA
     projection is based on the anticipated launch schedule of
     programs in AAM's new and incremental business backlog and t
     the assumption that the U.S. SAAR is approximately 15.0
     million vehicle units in 2015.

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.

In September 2012, Moody's Investors Service affirmed the B1
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.


AMERICAN WEST DEV'T: Wins Approval of Exit-Plan, Trust
------------------------------------------------------
Tim O'Reiley, writing for Las Vegas Review-Journal, reports that
American West Development Inc. on Friday won court approval of its
Chapter 11 reorganization plan.  According to the report, U.S.
Bankruptcy Court Judge Mike Nakagawa overruled objections to a
fund that will cover construction defect claims.

The report says that, as a result of a deal reached with lenders
before the case began on March 1, $162 million in debt will be
reduced to $49.6 million.  The banks agreed to give up their claim
to a $112.4 million shortfall, creating the financial room to
repay small creditors without any collateral.

The report relates that in court papers filed last month, American
West president Robert Evans estimated they could receive as much
as 80% of the $2.3 million they are owed.

According to the report, $1.8 million stems from a price
commitment that the company marketed during the recession,
offering to new home buyers a rebate if values fell below what
they paid.  The report notes this turned out to be a sore spot
among buyers when they found out that the bankruptcy would
eliminate the commitment and very few of them actually qualified
for the cash.

The report also says company founder and majority owner Lawrence
Canarelli will kick in $10 million in cash to effectively buy back
the company.  Of that, $1.5 million will fund a trust to
compensate people for any construction defects found in their
homes.

The report also notes that home buyers can take a one-time
payment, calculated at $216 in voting records pertaining to the
case, in return for giving up any future claims of shoddy
workmanship.  One-time residential developer James L. Moore, who
will oversee the trust, estimated that the claims could run as
high as $20.9 million but would likely amount to only a small
fraction of that.  Besides the cash, the trust could pick up
funding from certain legal claims and insurance.

According to a prior report by the TCR, the Bankruptcy Court on
Oct. 29, 2012, denied confirmation of American West's initial
plan.  The U.S. Trustee raised objections to the previous
iteration of the Plan, blocked the plan, and forced American West
to file a new version.

                        About American West

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

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

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


ANCHOR BANCORP: Incurs $15.1 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common equity of $15.15 million on
$24.13 million of total interest income for the three months ended
Dec. 31, 2012, as compared with a net loss available to common
equity of $15.29 million on $29.97 million of total interest
income for the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss available to common equity of $30.61 million on $77.16
million of total interest income, as compared with a net loss
available to common equity of $43.04 million on $99.08 million of
total interest income for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.41 billion
in total assets, $2.45 billion in total liabilities and a $46.62
million total stockholders' deficit.

"While the Corporation's management continues to exert maximum
effort to attract new capital, significant operating losses in the
past four fiscal years, significant levels of criticized assets at
the Bank and negative equity raise substantial doubt as to the
Corporation's ability to continue as a going concern."

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

                        http://is.gd/Ebxbej

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

The Company reported a net loss of $36.73 million for the fiscal
year ended March 31, 2012, a net loss of $41.17 million in fiscal
2011, and a net loss of $176.91 million for 2010.

McGladrey LLP, in Madison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.


ARCAPITA BANK: Amends List of Unsecured Nonpriority Claims
----------------------------------------------------------
Arcapita Bank B.S.C.(c) has filed an amendment to Schedule F
(Creditors Holding Unsecured Nonpriority Claims) of the Debtor's
schedule of assets and liabilities, which were were initially
filed with the Bankruptcy Court on June 8, 2012.

Pursuant to the Bar Date Order, creditors who choose to dispute
the amount, priority or nature of a claim set forth on the amended
schedule F must file their claims no later than March 6, 2013, at
5:00 p.m.

A copy of the Amended Schedule F is available at:

           http://bankrupt.com/misc/arcapita.doc821.pdf

A copy of the Original Schedules is available at

           http://bankrupt.com/misc/arcapita.doc212.pdf

Arcapita Bank's schedules, as thus amended, would now show:

     NAME OF SCHEDULE                    ASSETS     LIABILITIES
     ----------------                    ------     -----------
   A - Real Property                         $0

   B - Personal Property         $4,228,256,386
                                 + Undetermined
                                        Amounts

   C - Property Claimed
       as Exempt

   D - Creditors Holding
       Secured Claims                               $96,674,839
                                                 + Undetermined
                                                        Amounts

   E - Creditors Holding Unsecured
       Priority Claims                                       $0

   F - Creditors Holding Unsecured
       Nonpriority Claims                           $83,100,162
                                                 + Undetermined
                                                        Amounts
                                 --------------    ------------
       TOTAL                           At least        At least
                                 $4,228,256,386    $179,775,001

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ASBESTOS PRODUCTS: Asbestos Liability Tops $1 Bil., Claimants Say
-----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that bankrupt Specialty
Products Holding Corp. has at least $1.1 billion of current and
projected asbestos liability, according to a brief filed Wednesday
in Delaware bankruptcy court by a committee representing asbestos
claimants, a number far above the company's own estimates.

In the brief, the official committee of asbestos personal injury
claimants, joined by a representative for future claimants, put
the company's total asbestos liability between $1.1 billion and
$1.25 billion, net present value, the report related.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


ASUZA, CA: Weak Liquidity Prompts Moody's COP Rating Cut to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the City of Azusa's (CA)
Issuer Rating to A3 from A2 and Series 2003 Refunding COPs to Ba1
from Baa1. Concurrently, Moody's has assigned these ratings
negative outlooks. Both ratings were previously under review for
downgrade.

Rationale:

The city's very weak General Fund liquidity position, continued
structural budget imbalance, and slow economic recovery are the
primary factors in the downgrades. The city continues to
demonstrate little evidence that it will achieve and sustain
structurally balanced General Fund operations, which is of
critical importance given its negative net cash and negative
available reserves at fiscal 2011 year-end. Citywide operations
also remain imbalanced, reflected in the continued build-up of
advances from enterprise funds to governmental funds; deficit
spending in governmental funds; and deteriorating total liquidity.
The city has yet to convert land assets -- which comprise
substantially all of its total General Fund balance -- to more
liquid reserves, leaving itself with very little short-term
flexibility. The city faces additional pressures from challenging
local economic conditions and a potentially adverse impact from
state findings related to legacy RDA obligations.

The A3 Issuer Rating also incorporates the city's stabilizing
property tax base, improving economic profile, and very low direct
debt burden; as well as a recognition of the city's positive,
though currently illiquid, total General Fund balance.

The downgrade of the Series 2003 COPs to Ba1 reflects the city's
general financial challenges and the significantly less secure
nature of a California lease-backed obligation compared to a
California local government GO. The city's A3 Issuer Rating
represents the rating that would likely be assigned to the city's
GO bonds if the city had any such bonds outstanding. The 2003 COPs
are secured by a standard, California local government abatable
lease, conditioned on continued use of the leased asset, and
payable from any legally available funds. The lease is for
essential purpose assets, has level lease payments with a
moderately short term to maturity (in fiscal 2021), and represents
a manageable 1.1% of General Fund revenues on a gross basis.

Outweighing these positive factors are the increased risks to
bondholders posed by the city's very weak financial position; the
city's multiple years of imbalanced operations with limited
evidence of having achieved structural stability in the General
Fund or in related Governmental Funds; a recovering though still
pressured economy; and a modestly-elevated General Fund burden
when incorporating payment of the city's pension obligation bonds
(NR) and combined pension ARC.

Strengths:

- Stabilizing property tax base

- Low direct debt burden

Challenges:

- Very limited financial flexibility

- Improving though still pressured local economy

What Could Change The Rating Up

- Timely sale of land assets resulting in a more liquid General
   Fund balance

- Improved fiscal balance allowing for surplus revenues and
   rebuilding of reserves

What Could Change The Rating Down

- Sustained fiscal imbalance resulting in further deterioration
   of reserves

- Increased liquidity risk with negative operating cash flows
   leading to reliance on inter-fund and/or third-party sources

- Adverse findings related to RDA obligations resulting in a
   significant financial impact to the city

Outlook

The negative outlook reflects the expectation that the city will
be challenged to achieve and sustain balanced operations in the
near-term without enacting deeper expenditure reductions as a
robust economic recovery is unlikely. The negative outlook also
incorporates the likelihood that the city experiences additional
financial pressure due to adverse findings from the state
Department of Finance related to a meaningful amount of legacy RDA
obligations still recognized as assets in city enterprise and
governmental funds.

The principal methodology used in this rating was The Fundamentals
of Credit Analysis for Lease-Backed Municipal Obligations
published in December 2011.


ATLAS FINANCIAL: A.M. Best Affirms 'bb' Issuer Credit Ratings
-------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating (FSR) of B
(Fair) and issuer credit ratings (ICR) of "bb" of American Service
Insurance Company Inc. and American Country Insurance Company
(both domiciled in Elk Grove Village, IL).  In addition, A.M. Best
has removed from under review with developing implications and
affirmed the FSR of B (Fair) and ICR of "bb" of the newly acquired
Gateway Insurance Company (Gateway) (St. Louis, MO).  All three
companies are subsidiaries of Atlas Financial Holdings, Inc.
(Atlas) (Cayman Islands) [TSXV: AFH].  These companies operate
under an intercompany reinsurance pooling agreement and are
collectively referred to as American Service Pool (ASI Pool).
Concurrently, A.M. Best has removed from under review with
negative implications and affirmed the ICR of "b-" and the debt
rating of "ccc" of $18 million 4.5% preferred shares of Atlas.  At
the same time, A.M. Best has withdrawn the debt rating. The
outlook assigned to all the remaining ratings is stable.

The rating actions follow the regulatory approval of a definitive
agreement under which Atlas acquired all of the issued and
outstanding shares of Camelot Services, Inc. and its wholly owned
subsidiary, Gateway.  In addition, effective January 1, 2013, ASI
Pool's intercompany reinsurance pooling agreement was revised to
add Gateway as a participating company.

The rating affirmations reflect a level of execution risk
associated with ASI Pool management's refocusing on its core lines
of business while attempting to meet business plans and grow its
premiums during a time of competitive market conditions, as well
as during the run off of unprofitable business written while the
pool was under the control of prior ownership.  In addition, there
is inherent risk associated with integrating Gateway's taxi
business into the existing pool's infrastructure as well as
handling Gateway's commercial truck run off.

These negative rating factors are partially offset by ASI Pool's
improving risk-adjusted capitalization, which is supportive of its
current ratings, its management team with extensive experience in
its targeted commercial auto lines of business and the potential
for improved earnings, as was the case in 2012, as management
focuses on historically profitable lines of business and runs off
non-core lines and books produced by general and managing general
agents.

While A.M. Best believes the ASI Pool is well positioned at its
current rating level, factors that may lead to negative rating
actions include further deterioration in its underwriting and
operating performance, increased magnitude of adverse loss reserve
development and the erosion of surplus that could cause a decline
in the pool's risk-adjusted capital position.  Factors that may
lead to positive rating actions include stabilization of the
pool's loss reserve position, improved operating profitability and
enhanced risk-adjusted capitalization.


AVANTAIR INC: Issues Additional $712,500 Promissory Notes
---------------------------------------------------------
Avantair, Inc., entered into a Note and Warrant Purchase Agreement
providing for the issuance of an aggregate of up to $10 million in
principal amount of senior secured convertible promissory notes
and warrants to purchase up to an aggregate of 40,000,000 shares
of common stock at an initial and additional closings.

At the initial closing, which occurred on Nov. 30, 2012, the
Company issued to certain members of the Company's Board of
Directors and their affiliates Notes in an aggregate principal
amount of $2.8 million and Warrants to purchase an aggregate of
11,200,000 shares.  At an additional closing, which occurred on
Feb. 1, 2013, the Company issued to ten accredited investors Notes
in an aggregate principal amount of $712,500 and Warrants to
purchase an aggregate of 2,850,000 shares.

The Notes bear interest at an initial rate of 2.0% per annum,
which will increase to 12.0% per annum if the Company is
unsuccessful in obtaining stockholder approval by March 31, 2013,
to increase the Company's authorized shares of common stock so
that a sufficient number of shares are reserved for the conversion
of the Notes.  Holders of the Notes may, at their option, elect to
convert all outstanding principal and accrued but unpaid interest
on the Notes into shares of common stock at a conversion price of
$0.25 per share, but may convert only a portion of those Notes if
an inadequate number of authorized shares of common stock is
available to effect that optional conversion.  Holders of the
Notes are entitled to certain anti-dilution protections.  The
Company may prepay the Notes on or after the Nov. 28, 2014.  The
Notes have a maturity date of Nov. 28, 2015, unless the Notes are
earlier converted or an event of default or liquidation event
occurs.  An "event of default" occurs, in certain cases following
a cure period or declaration by the holders of the Notes, if: the
Company's fails to pay any principal or interest when due under
the Note; the Company materially breaches any covenant,
representation or warranty under the Financing documents; certain
bankruptcy related events occur; the Company admits in writing
that it is generally unable to pay its debts as they become due;
or the Company ceases the operation of its business without the
consent of holders of the Notes.  Upon an event of default, in
such case following any applicable cure period or applicable
declaration by the Holders, or liquidation event, the Notes will
become due and payable.

The Warrants are exercisable at an exercise price of $0.50 per
share, which exercise price is subject to certain anti-dilution
protections, but the Warrants may not be exercised unless a
sufficient number of authorized shares of common stock are
available for the exercise of the Warrants.  The Warrants expire
on Nov. 30, 2017.

As previously reported, the Company entered into a Security
Agreement dated Nov. 30, 2012, to secure its senior secured
convertible promissory notes issued in the Financing.  The Notes
issued on Feb. 1, 2013, will be secured under the Security
Agreement by a first priority security interest in substantially
all of the assets of the Company that are not otherwise encumbered
and excluding all aircraft, fractional ownership interests in
aircraft, restricted cash, deposits on aircraft and flight hour
cards.  As previously reported, the Company also entered into a
Registration Rights Agreement dated Nov. 30, 2012, pursuant to
which the Company has agreed to register under the Securities Act
of 1933, as amended, the shares of common stock issuable upon
conversion of the Notes.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Sept. 30, 2012, showed
$84.22 million in total assets, $122.83 million in total
liabilities, $14.82 million in series A convertible preferred
stock, and a $53.43 million total stockholders' deficit.


BANK OF THE CAROLINAS: Incurs $56,000 Net Loss in Fourth Quarter
----------------------------------------------------------------
Bank of the Carolinas Corporation reported a net loss available to
common shareholders of $56,000 on $4.04 million of total interest
income for the three months ended Dec. 31, 2012, compared with a
net loss available to common shareholders of $8.80 million on
$4.75 million of total interest income for the same period during
the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
available to common shareholders of $6.14 million on
$17.05 million of total interest income, as compared with a net
loss available to common shareholders of $29.18 million on
$20.63 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$436.78 million in total assets, $428.32 million in total
liabilities and $8.45 million in total shareholders' equity.

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

                        http://is.gd/OzXu2d

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

As reported in the TCR on April 9, 2012, Turlington and Company,
LLP, in Lexington, North Carolina, expressed substantial doubt
about Bank of the Carolinas' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered recurring credit losses that have eroded certain
regulatory capital ratios.  "As of Dec. 31, 2011, the Company is
considered undercapitalized based on their regulatory capital
level."


BALTIMORE, MD: Facing Bankruptcy In 10 Years, Forecast Shows
------------------------------------------------------------
Melanie Gray, writing for Newsmax.com, reports that a new external
budget forecast shows Baltimore, Md., is facing bankruptcy if it
doesn't take drastic steps to close a shortfall that will hit $2
billion in 10 years.  According to Newsmax.com, Baltimore can
expect to amass a deficit by 2023 that nearly equals its $2.2
billion annual budget if it does not figure out how to match
spending and revenue.  The forecast was obtained by The Associated
Press before its release Wednesday to the City Council.

According to the Newsmax.com report, the consulting firm Public
Financial Management Inc., which also has advised Miami,
Philadelphia, and Washington, D.C., projects Baltimore will be in
the red by some $2 billion if infrastructure needs and retiree
healthcare costs are included.  Without those costs, the city is
expected to face shortfalls of $745 million.

The report says much of Baltimore's financial struggles stem from
the erosion of its tax base, from 950,000 residents in 1950 to
619,000 today, and its high property and local income tax rates,
which are the highest in Maryland.


BBX CAPITAL: Inks Rights Agreement to Preserve Tax Benefits
-----------------------------------------------------------
BBX Capital Corporation, on Feb. 7, 2013, entered into a Rights
Agreement with American Stock Transfer & Trust Company, LLC, as
Rights Agent, which is designed to preserve certain tax benefits
which may be available to the Company.

Under the Internal Revenue Code and rules promulgated by the
Internal Revenue Service thereunder, net operating loss
carryforwards can, subject to certain requirements and
restrictions, be used to offset future taxable income and reduce
federal income tax liability.  However, if a company experiences
an "ownership change," as defined in Section 382 of the Internal
Revenue Code, then that company's ability to use NOLs could be
substantially limited.  Generally, a company will experience an
"ownership change" if, at any time, one or more shareholders
owning 5% or more of the company's common stock have aggregate
increases in their ownership of such stock of more than 50
percentage points over the prior three-year period.

In an effort to protect the Company's ability to use available
NOLs to offset any future taxable income, the Rights Agreement
provides a deterrent to shareholders from acquiring a 5% or
greater ownership interest in the Company's Class A Common Stock
after Feb. 19, 2013, without the prior approval of the Company's
Board of Directors.  Existing shareholders as of the close of
business on the Record Date will not be required to divest any
shares of the Company's Class A Common Stock.

Exchange

From the date, if any, on which any person or group becomes an
Acquiring Person until the expiration of the Rights Agreement, the
Company's Board of Directors shall have the right to extinguish
the Rights by exchanging the Rights, in whole or in part, at an
exchange ratio of one share of the Company's Class A Common Stock,
or a fractional Preferred Share of equivalent value, per Right.

Redemption

At any time prior to the Distribution Date, the Company's Board of
Directors may redeem the Rights, in whole but not in part, at a
price of $0.0001 per Right.  The redemption of the Rights may be
made effective at such time, on such basis and with those
conditions as the Board of Directors, in its sole discretion, may
establish.  Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate, and the holders of
Rights will thereafter only have the right to receive the
Redemption Price.

Anti-Dilution Provisions

The Purchase Price, the Redemption Price, the number of shares
issuable in exchange for or upon exercise of the Rights and the
number of outstanding Rights will be subject to adjustment to
prevent dilution that may occur as a result of certain events,
including, among others, a stock dividend, a stock split or a
reclassification of the Company's capital stock.  No adjustments
to the Purchase Price of less than 1% will be made.

Amendments

Before the Distribution Date, the Company's Board of Directors may
amend or supplement the Rights Agreement without the consent of
the Rights holders.

Expiration

The Rights Agreement will expire on, and the Rights will not be
exercisable after, the earliest of (i) Feb. 7, 2023, (ii) the time
at which the Rights are redeemed pursuant to the Rights Agreement,
(iii) the time at which the Rights are exchanged pursuant to the
Rights Agreement, (iv) the repeal of Section 382 of the Internal
Revenue Code or any successor statute, or the occurrence of any
other event if the Company's Board of Directors determines that
the Rights Agreement is no longer necessary for the preservation
of Tax Benefits and (v) the beginning of a taxable year to which
the Board of Directors determines that no Tax Benefits may be
carried forward.

Anti-Takeover Effect

The Rights Agreement was not adopted in response to any effort to
acquire control of the Company.  However, by providing a deterrent
to any person or group from acquiring 5% or more of the Company's
outstanding Class A Common Stock, the Rights Agreement may also
have an anti-takeover effect.  The Rights Agreement should not
interfere with any merger or other business combination approved
by the Company's Board of Directors.

Taxes

The distribution of the Rights should not be taxable for United
States federal income tax purposes.  However, following an event
that renders the Rights exercisable or upon redemption of the
Rights, shareholders may recognize taxable income.

In connection with the adoption of the Rights Agreement, the
Company amended its Articles of Incorporation to set forth the
designation and number of Preferred Shares as well as the relative
rights, preferences and limitations of the Preferred Shares.

A copy of the Rights Agreement is available for free at:

                        http://is.gd/XReFQQ

                   About BBX Capital Corporation:

BBX Capital Corporation (NYSE: BBX), formerly known as
BankAtlantic Bancorp, Inc., is a diversified investment and asset
management company.  The business of BBX Capital includes real
estate ownership, direct acquisition and joint venture equity in
real estate, specialty finance, and the acquisition of controlling
and non-controlling investments in operating businesses.  As of
Sept. 30, 2012, BBX Capital had total consolidated assets of
approximately $488.4 million and shareholders' equity of
approximately $254.7 million.  For further information please
visit the Company's Web site: www.BBXCapital.com.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82 million
in 2009.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BEAZER HOMES: BlackRock Discloses 5.5% 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 1,370,294 shares of common
stock of Beazer Homes USA Inc. representing 5.55% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/eDawR3

                        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.


BION ENVIRONMENTAL: Incurs $1.2 Million Net Loss in 4th Quarter
---------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.18 million on $0 of revenue for
the three months ended Dec. 31, 2012, compared with a net loss of
$1.06 million on $0 of revenue for the same period during the
prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $3.63 million on $0 of revenue, as compared with a net
loss of $4.89 million on $0 of revenue for the same period a year
ago.

The Company's balance sheet at Dec. 31, 2012, showed $8.27 million
in total assets, $10.11 million in total liabilities, $20,400 in
Series B Redeemable Convertible Preferred Stock, and a $1.85
million total deficit.

"The Company has not generated revenues and has incurred net
losses (including significant non-cash expenses) of approximately
$6,465,000 and $6,998,000 during the years ended June 30, 2012 and
2011, respectively, and a net loss of approximately $3,634,000 for
the six months ended December 31, 2012.  At Dec. 31, 2012, the
Company has a working capital deficit and a stockholders' deficit
of approximately $762,000 and $1,938,000, respectively.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/7qnuFQ

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.


BIOZONE PHARMACEUTICALS: Files 7th Amendment to 8.3MM Prospectus
----------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed an amendment no. 7 to the
Form S-1 registration statement relating to the sale by Aero
Liquidating Trust of up to 8,345,310 shares of the Company's
common stock.  All of these shares of the Company's common stock
are being offered for resale by the selling stockholder.

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

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

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "BZNE.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Feb. 6, 2013, was $ 3.75 per share.

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

                        http://is.gd/I76vOY

                   About Biozone Pharmaceuticals

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

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

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

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

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

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


BISSETT PRODUCE: Files Chapter 11 Bankruptcy to Wind Down Biz
-------------------------------------------------------------
Chris Bagley, writing for Triangle Business Journal, reports that
Bissett Produce Inc., filed for Chapter 11 bankruptcy on Feb. 4,
with plans to wind down its operations.

According to the report, Bissett listed $5.5 million in
liabilities, including several large disputed debts with
suppliers; and $4.4 million in assets.  Bissett Produce, a potato
and produce distributor, is based in Spring Hope, a small town on
US-64, about 30 miles east of Raleigh.  It had $5.9 million in
revenue in 2012, down from $7.3 million in 2011.

Jason Hendren, Esq., represents the Company as counsel.  According
to the report, Mr. Hendren said Bissett is using the Chapter 11 to
maintain a degree of control as it winds down its operations.  Mr.
Hendren said he expects Bissett to repay all of the $2.1 million
in secured debt that it owes, mostly to AgCarolina Farm Credit,
"with a meaningful distribution to unsecured trade creditors."


BLACK DIAMOND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Black Diamond Hospitality MK LLC
        16275 Collins Avenue Apt 1701
        Sunny Isles Beach, FL 33160

Bankruptcy Case No.: 13-12876

Chapter 11 Petition Date: February 7, 2013

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

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.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 Vani Lalwani, MGM.


BON-TON STORES: Comparable Store Sales Decreased 0.4% in January
----------------------------------------------------------------
The Bon-Ton Stores, Inc., said comparable store sales in the four
weeks ended Jan. 26, 2013, decreased 0.4%, compared with the four-
week period last year.  Total sales for the five weeks ended Feb.
2, 2013, increased 15.2% to $200.8 million, compared with $174.4
million in the four-week period last year.

For the fourth quarter of fiscal 2012, comparable stores sales in
the thirteen weeks ended Jan. 26, 2013, increased 1.0%, compared
with the 13-week period last year.  Total sales in the 14 weeks
ended Feb. 2, 2013, increased 3.2% to $1,015.1 million, compared
with $983.2 million in the thirteen-week period last year.

Fiscal 2012 comparable store sales in the 52 weeks ended Jan. 26,
2013, increased 0.5%, compared with the 52 week period last year.
Fiscal 2012 total sales for the 53 weeks ended Feb. 2, 2013,
increased 1.2% to $2,919.4 million, compared with $2,884.7 million
in the 52 week period last year.

Brendan Hoffman, president and chief executive officer, commented,
"Throughout January and the fourth quarter, we strategically
managed our inventory to drive more profitable sales and reduce
the level of clearance inventory; this approach should benefit our
fourth quarter gross margin.  We will continue with this strategy
as we enter the new fiscal year."

Keith Plowman, executive vice president and chief financial
officer, stated, "We are tightening our full-year fiscal 2012
guidance to reflect Adjusted EBITDA ... in a range of $160 million
to $175 million and loss per share in a range of $(1.35) to
$(0.60)."

Mr. Plowman continued, "Our excess borrowing capacity under our
revolving credit facility was approximately $518 million at the
end of fiscal 2012."

The Company will discontinue monthly sales reporting effective in
February of fiscal 2013.  This will align the Company's sales
reporting with most of its public company competitors and other
specialty apparel retailers.

Financial results for the fourth quarter and fiscal 2012 are
scheduled to be released Tuesday, March 12, 2013.  The Company's
quarterly conference call to discuss the financial results will be
broadcast live over the Internet on March 12, 2013, at 10:00 am
eastern time.  To access the call, please visit the investor
relations section of the Company's Web site at
http://investors.bonton.com. An online archive of the broadcast
will be available within one hour after the conclusion of the
call.

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

                        http://is.gd/iNbPmc

                        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.


BOUNDARY BAY: To Present Plan for Confirmation on Feb. 27
---------------------------------------------------------
The Bankruptcy Court has approved the disclosure Statement
describing Boundary Bay Capital, LLC's Third Amended Chapter 11
Plan.  The hearing to consider confirmation for the Plan will be
held on Feb. 27, 2013, at 10:00 a.m.

According to the Third Amended Disclosure Statement, creditors
holding unsecured claims will become the new owners of the Debtor
and all the equity interests of the current owners will be
terminated.  Secured creditors will be paid through the surrender
or sale of their collateral or through payments over time, in some
cases on a restructured basis.

The payments under the Plan will be funded through the proceeds of
a postpetition loan obtained by NewCo, a new company in which the
Debtor will have a membership interest, sales of assets, and funds
generated through operations.  The Debtor will make periodic
distributions to creditors (as equity holders of the Reorganized
Debtor) as net proceeds become available.

All existing Membership Interests in the Debtor will be canceled,
annulled, and extinguished.  No Distribution of any kind will be
made on account of any existing Membership interests.

NewCo will obtain a loan in the amount of $2,500,000 secured by
the LV Property.  $991,040 of the NewCo loan amount will be
distributed to the Debtor.  NewCo will also obtain a $700,000 3rd
Trust Deed on the Murrieta Property.  The combined proceeds of
these two loans will fund the EI Settlement, the Buy-Back Offer
and be used for other ongoing expenses.  Further, the Debtor and
the other 2nd LV Note holders, and the current owner of the LV
Property will cooperate in the transfer of the LV Property to
NewCo either through a deed in lieu or foreclosure.  The Debtor
believes that the current equity owner and manager of Apex
Central, LLC, and Industrial Rail, LLC (aka CDL3, LLC), the
entities which currently own the LV Property, will cooperate in
the process.

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

         http://bankrupt.com/misc/boundarybay.doc376.pdf

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BMF INC: Court Confirms Reorganization Plan
-------------------------------------------
The Bankruptcy Court has confirmed debtor BMF Inc.'s Chapter 11
Plan of Reorganization, dated Nov. 14, 2012, as supplemented by a
joint stipulation filed by Debtor and First Bank of Puerto Rico on
Dec. 4, 2012.

As reported in the TCR on Jan. 11, 2013, pursuant to the Chapter
11 plan, Banco Popular de Puerto Rico ("BPPR"), owed $4,891,278,
will receive deferred cash payments with interest over a period of
60 months based on an amortization term of 30 years, with a final
balloon payment for the full outstanding amount then due at the
end of the 60 month term.

First Bank of Puerto Rico will receive deferred cash payments with
interest over a period of 60 months based on an amortization term
of 20 years, with a final balloon payment for the full outstanding
amount then due at the end of the 60-month term.

General unsecured creditors who have filed proofs of claims over
$5,000 will be paid 20% of the allowed claims on a monthly basis
over a period of 7 years from the Effective Date.  General
unsecured creditors who have filed proofs of claims $5,000 or less
will be paid 20% of the allowed claims within a period of 30 days
from the Effective Date.

Equity security and interest holders of the Debtor will not
receive any dividend or other payment under the Plan and are
ineligible to vote.  All current equity holders of the Debtor will
retain their equity interest under the Plan.

BMF Inc. operates a water distillation operation to produce
bottled drinking water.  BMF markets the water it distills --
under the brand Pure H20 -- at various retail chains and
restaurants throughout Puerto Rico and the Caribbean region.  BMF
Inc. filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
12-00658) on Jan. 31, 2012.  BMF disclosed $12.3 million in assets
and $8.9 million in liabilities.


BRAFFITS CREEK: Section 341(a) Meeting Moved to March 14
--------------------------------------------------------
The U.S. Trustee for Region 17 continued the meeting of creditors
of Braffits Creek Estates LLC to March 14, 2013, at 12 p.m.  The
meeting will be held at 341s - Foley Bldg, Room 1500 in Nevada.

The Company filed for Chapter 11 protection (Bankr. D. Nev.
Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  David J. Winterton, & Assoc.,
Ltd., represents the Debtor's restructuring effort.  The Debtor
disclosed $25,003,800 in assets and $33,959,140 in liabilities as
of the Chapter 11 filing.


BRIGHT HORIZONS: Moody's Hikes CFR to 'B1'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded Bright Horizons Family
Solutions LLC's corporate family rating to B1 from B2 and
confirmed the B2-PD probability of default rating. Moody's
affirmed the B1 ratings on the senior secured credit facilities
consisting of a $100 million revolving credit facility due 2018
and a $790 million term loan B due 2020. Moody's also assigned an
SGL-2 speculative grade liquidity rating. The ratings outlook is
stable. This rating action completes a review that was initiated
on January 14, 2013.

The ratings upgrade reflects the company's completion of a
refinancing and initial public offering in January 2013. Proceeds
from the IPO were used to redeem the $199 million of 13% senior
notes due 2018 (unrated), which were an obligation of holding
company Bright Horizons Capital Corp. The IPO/refinancing reduces
financial leverage, materially lowers interest expense, increases
revolving credit facility capacity, and extends debt maturities.

The confirmation of the B2-PD probability of default rating one
level below the corporate family rating incorporates a change to a
65% recovery rate given the presence of one class of secured debt
in the capital structure, consistent with Moody's Loss Given
Default Methodology.

Rating upgraded:

  Corporate Family Rating to B1 from B2

Rating confirmed:

  Probability of Default Rating at B2-PD

Ratings affirmed:

  $100 million senior secured revolving credit facility due 2018
  at B1 (LGD3, 31%)

  $790 million senior secured term loan B due 2020 at B1 (LGD3,
  31%)

Rating assigned:

  Speculative Grade Liquidity Rating at SGL-2

Ratings withdrawn:

  $75 million senior secured revolving credit facility due 2014
  at Ba2

  $346 million senior secured tranche B term loan due 2015 at Ba2

  $84 million incremental term loan C facility due 2017 at Ba2

Ratings Rationale:

The B1 corporate family rating reflects Moody's expectation that
debt to EBITDA will decline below 4.5 times and that EBITDA less
capex to interest will exceed 2.5 times over the next 12 to 18
months. The rating also reflects Moody's expectation that the
company will continue to organically grow its earnings through the
ramp-up of new centers, growth in ancillary revenues, tuition
increases, and improvements in mature centers enrollments. The
rating is also supported by the company's prominent market
position in the employer-sponsored child-care space, its
successful execution in recent years of new center openings, good
diversification by customer and industry verticals, relatively
long-term contractual arrangements, and low maintenance capital
expenditures. Notwithstanding these positives, the rating also
incorporates material business risks, including a high capex
expansion strategy, ongoing acquisition activity, and continued
pressure on mature center enrollments due to the soft macro
environment and elevated unemployment rates. Moody's views
dividends as a longer-term risk since the bulk of common equity is
held by a financial sponsor.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that Bright Horizons will maintain a good liquidity
profile over the next twelve months, supported by its cash
balance, expectations for positive free cash flow, available
capacity under its revolving credit facility, and flexible
financial covenants governing the credit facility. Weighing down
on these positive factors is the expectations for material
discretionary capital spending that tempers free cash flow
generation.

The stable ratings outlook reflects Moody's expectation that
Bright Horizons will sustain positive enrollment trends and
continue to execute on its child-care center expansion strategy
and that any acquisition activity will be within expectations.

The ratings could be upgraded if the company sustains solid levels
of organic growth and demonstrates a conservative posture with
respect to acquisitions/dividends and if debt to EBITDA is
sustained below 4.0 times, if EBITDA less capex coverage of
interest expense exceeds 3.0 times, and if free cash flow as a
percentage of debt exceeds 10%.

The ratings could be downgraded if the challenging environment
causes earnings to weaken such that debt to EBITDA is sustained
above 5.0 times and/or EBITDA less capex to interest falls below
2.0 times. A material debt financed acquisition or dividend can
also pressure the ratings.

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

Bright Horizons Family Solutions LLC, based in Watertown
Massachusetts, is a leading provider of center-based child care
and related services, summer camps, vacation care, college
preparation and admissions counseling ("College Coach"), and other
family support services. The company reported revenues of
approximately $1.1 billion for the twelve months ended September
30, 2012.


BROADWAY FINANCIAL: Terminates Samuel Sarpong as CFO
----------------------------------------------------
Samuel Sarpong was terminated as Chief Financial Officer of
Broadway Financial Corporation and its subsidiary, Broadway
Federal Bank, effective Jan. 31, 2013.  Brenda Battey, former
Senior Controller of Bank of Manhattan, is acting as Interim Chief
Financial Officer, subject to regulatory approval.

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender.

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$384.28 million in total assets, $365.24 million in total
liabilities and $19.04 million in total shareholders' equity.

                        Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings," accoring to the Company's quarterly report for the
quarter ended Sept. 30, 2012.


CAESARS ENTERTAINMENT: CEOC to Use $1.5BB Proceeds to Repay Debt
----------------------------------------------------------------
Caesars Entertainment Corporation reported that its wholly owned
subsidiary, Caesars Entertainment Operating Company, Inc.,
received the requisite lenders' consents and entered into an
amendment to its senior secured credit facilities to, among other
things:

   (i) use the net cash proceeds of $1,500,000,000 of new 9%
       senior secured notes due 2020 to repay a portion of CEOC's
       existing term loans at par, with that repayment being
       applied: first, to all outstanding B-1, B-2 and B-3 term
       loans held by consenting lenders; second, to B-5 and B-6
       term loans held by consenting lenders, in an amount up to
       20% of the principal amount of the B-5 and B-6 term loans;
       and third, if any proceeds remain outstanding, to
       outstanding term loans as CEOC elects in its discretion;

  (ii) obtain up to $75 million of extended revolving facility
       commitments with a maturity of Jan. 28, 2017;

(iii) increase the accordion capacity under the senior secured
       credit facilities by an additional $650 million (which may
       be used, among other things, to establish extended
       revolving facility commitments under the senior secured
       credit facilities);

  (iv) modify the calculation of the senior secured leverage ratio
       for purposes of the maintenance test under the senior
       secured credit facilities to exclude the New Notes; and

   (v) modify certain other provisions of the senior secured
       credit facilities.

The New Notes will have a later maturity than that of the term
loans being repaid with the net cash proceeds of the New Notes.
The effectiveness of the proposed Bank Amendment and related
transactions are subject to regulatory approval and other
conditions.

                    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.


CALCEUS ACQUISITION: S&P Gives 'B' CCR, Rates $90MM Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Calceus Acquisition Inc.  The outlook
is stable.

At the same time, S&P assigned Calceus' $290 million senior
secured term loan S&P's 'B' issue-level rating (the same as the
corporate credit rating) with a recovery rating of '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery for the
lenders in the event of a payment default.

"Our ratings on Calceus reflect our view that the company's
financial profile is "highly leveraged," given the high debt
levels following its acquisition by financial sponsor Apax
Partners resulting in pro forma adjusted debt-to-EBITDA leverage
in excess of 7x," said Standard & Poor's credit analyst Linda
Phelps.  Although the company's financial sponsor has made a
meaningful equity contribution (about 50% of the purchase price),
S&P believes the company's post-transaction leverage is indicative
of an aggressive financial policy.

S&P's ratings further reflect its view of Calceus' "weak" business
risk profile, underpinned by the company's strong positions in the
U.S. premium footwear market and good diversification by product
category and distribution channel.  The business risk assessment
is constrained by S&P's view of the highly competitive market in
which Calceus operates, as well as by its limited geographic
diversification and reliance on a single brand.

The company's post-transaction debt is high.  S&P estimates pro
forma debt-to-EBITDA leverage will initially be in the low-7x
area, adjusting for operating lease obligations and nonrecurring
expenses, including expenses related to its prior corporate
parent, Nike Inc.  S&P believes this should decline to the low-6x
area within the next 12 months, particularly as the company
achieves additional cost savings for the stand-alone company and
modest debt reduction with cash flow from operations.  As such,
S&P believes credit measures are in line with indicative ratios
for a financial risk profile that S&P characterizes to be highly
leveraged, which includes debt-to-EBITDA leverage of more than 5x.
(Calceus is a privately held corporation and does not publicly
disclose its financial statements.)

S&P's base-case forecast for the next 12 months incorporates the
following assumptions:

   -- Organic revenue growth will be in the mid-single-digit area
      for fiscal 2013 (ending May 31) and low-single-digits for
      fiscal 2014.

   -- We expect fiscal 2014 growth to be lower as the company
      closes unprofitable retail locations.

   -- EBITDA margins will improve to the 10% area from the
      company's currently low level of about 8.5%.  In particular,
      S&P expects the company to benefit from implementation of a
      portion of the cost savings management has identified
      related to operating efficiencies across the organization.

   -- S&P estimates capital expenditures in the low-$20 million
      area for the next 12 months.

   -- S&P expects the company's cash flow from operations to fully
      fund all capital expenditures and fixed charges.

   -- S&P assumes no shareholder distributions or acquisition
      activity for the next roughly 12 to 24 months.

   -- S&P expects the company to use internally generated cash to
      reduce debt.

S&P believes Cole Haan's business is narrowly focused in the
highly competitive premium footwear sector.  The company, with a
little more than $500 million in sales, will be a relatively small
player as compared with other rated footwear and apparel
companies, including Wolverine World Wide Inc. and Jones Group
Inc.  In addition, the company's geographic diversification is
somewhat limited, with about 15% of combined sales generated
outside of North America.  Still, S&P believes the Cole Haan brand
will continue to hold top market positions across the various
men's and women's footwear categories in which it competes.  In
addition, the company's products are diversified across many
categories, ranging from casual to more formal wear, and are
distributed across various retail channels, including company-
operated retail stores (about 40% of EBITDA) and wholesale
channels (60%).

The stable outlook reflects S&P's view that Calceus' profitability
will improve over the next 12 months thanks to cost reductions,
and the company will be able to maintain its strong market
positions in the U.S. premium footwear market.  S&P expects credit
metrics to strengthen modestly such that the company's debt-to-
EBITDA leverage declines to the 6x area in the next 12 months.

However, if debt-to-EBITDA leverage were to increase to more than
7.5x on a sustained basis (possibly from lower-than-anticipated
cost savings or weak sales performance), or if there is a
meaningful operational stumble in connection with the company's
spin-off from Nike, S&P could lower the ratings.

Conversely, if S&P believes leverage is sustainable below 5x
(which would be commensurate with a "aggressive" financial risk
profile), S&P could raise the rating.  This could result from
greater-than-anticipated sales or cost savings, leading to about a
200 basis points of improvement in margins versus S&P's base case.


CASH STORE: Incurs C$1.7 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
The Cash Store Financial Services Inc. on Feb. reported results
for the quarter ended December 31, 2012:

   -- Loan volume up 1.9% to C$203.4 million from C$199.6 million
      in the first quarter last year.

   -- Loan fees increased by 15.5% to C$38 million from
      C$32.9 million in the same period last year.

   -- Adjusted EBITDA of $9.8 million, up 4.3% from C$9.4 million
      for the same quarter last year.  EBITDA of $6.7 million, up
      63.4% from $4.1 million for the same quarter last year.

   -- Quarterly revenue of $49.5 million, up 8.0% from
      C$45.8 million for the same quarter last year.  This
      increase is due primarily to an increase in loan volume
      growth in both operations in Canada and the United Kingdom.

   -- Same branch sales increased 11.3% to C$90,000 from C$80,000
      in the same quarter last year

   -- Sales expenses of $26.8 million, down 15.2% from
      C$31.6 million for the same quarter last year.

   -- Other revenue of $11.5 million, down 11.5% from
      $13.0 million for the same quarter last year.  This decrease
      is primarily due to a decrease in other income in Canada due
      to the simplification and re-pricing of optional services as
      Cash Store Financial continues to offer more cost efficient
      ancillary services to customers.

   -- Diluted loss per share of $0.09 per share, down from
      earnings per share of $0.06 per share for the same quarter
      last year.

   -- Net loss of $1.7 million, down from net income of $989,000
      for the same quarter last year.

   -- Branch count was 536, down 60 branches from 596 branches at
      December 31, 2011.

The Cash Store disclosed a net loss and comprehensive loss of
C$1.65 million on C$49.50 million of revenue for the three months
ended Dec. 31, 2012, compared with net income and comprehensive
income of C$989,000 on C$45.84 million of revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.

Mr. Gordon Reykdal, Chairman and CEO commented, "The first quarter
was notable for strong year over year growth in all critical areas
of our business and I am pleased with the continued progress over
the past three quarters.  Year-over-year loan volume was up, loan
fees were up, consolidated revenue was up, and same branch sales
were up.  We continued to secure strong quarter over quarter
improvements in branch operating income.  Growth in Adjusted
EBITDA increased 4.3% to $9.8 million from $9.4 million in the
same period last year.  Overall, I am pleased with our positive
direction.  During Q2 of fiscal 2012, the Company initiated a
number of efficiency initiatives to improve overall performance,
including the acquisition of our loan portfolio and an ongoing
effort to eliminate underperforming branches.  We have effectively
executed upon those initiatives, improving the Company's
profitability profile and setting the stage for a return to growth
during fiscal 2013.  Despite having consolidated more than 60
branches from our Canadian operations, same branch revenues have
increased by 11% in comparison to the same quarter last year.  The
loss in the current period of $1.7 million was attributable
primarily to expenses associated with a restatement of results for
the second and third quarters of fiscal 2012."

"Over the past three quarters we have achieved consistent year-
over-year revenue growth and consistent sales expense reductions
across our branch network.  We continue to execute upon our
strategy to achieve stable profitability going forward," added
Mr. Reykdal.

A copy of the Form 6-K is available at http://is.gd/rpJ8OI

                   About Cash Store Financial

Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF).  Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans".  Cash Store
Financial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

                           *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"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.


CASH STORE: Ontario Payday Lending Licenses at Risk of Revocation
-----------------------------------------------------------------
The Cash Store Financial Services Inc. on Feb. 5 issued the
following statement:

On February 4, 2013, the Registrar for payday loans in Ontario
issued a proposal to revoke the payday lending licenses of the
Cash Store Inc. and Instaloans Inc. (the "Companies").  Sections
13(2) and 14(1) of the Payday Loans Act provide that licensees are
entitled to a hearing before the License Appeal Tribunal in
respect of the Registrar's proposal.  The Cash Store Inc. and
Instaloans Inc. will be requesting a hearing.

Since September 2011, the Consumer Protection Branch of the
Ministry of Consumer Affairs has attempted to force the Companies
to deliver payday loans in cash, rather than the much safer and
efficient electronic methods that they now use.  The Companies
have indicated that they are unwilling to place employees and
customers at risk of physical harm.  The Consumer Protection
Branch of the Ministry of Consumer Affairs has also attempted to
prohibit the Cash Store Inc. and Instaloans Inc. from selling
products other than payday loans.  The Companies have indicated
that they are not prepared to accept these onerous restrictions.

As a result of the Companies' recently announced introduction of
its Line of Credit products in Ontario, the Cash Store Inc. and
Instaloans Inc. do not offer payday loans in the province, so the
Registrar's proposal to revoke the Companies' payday loan licenses
is not expected to cause any interruptions to the Companies'
current operations.  The Registrar's proposal to revoke payday
loan licenses is not related to the Companies' Line of Credit
offerings.

The Cash Store Financial Services Inc. will provide updates on
these issues as developments occur.

                   About Cash Store Financial

Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF).  Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans".  Cash Store
Financial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

                           *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"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.


CCC ATLANTIC: Certificates' Trustee Balks at Bad Faith Filing
-------------------------------------------------------------
C-III Asset Management, LLC, in its capacity as Special Servicer,
pursuant to that certain Pooling and Servicing Agreement, dated as
of Nov. 1, 2007, on behalf of Wells Fargo Bank, N.A., as Trustee
for the Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C5, asks the Bankruptcy Court to dismiss the Chapter
11 case of CCC Atlantic, LLC, as the case "bears the telltale
signs of a pretextual and 'bad faith' filing."

C-III Asset Management, LLC, formerly Centerline Servicing, Inc.,
says that the case was initiated solely as a tactical ploy by the
Debtor to frustrate Wells Fargo in the foreclosure action that it
filed at a New Jersey federal court, within hours of a hearing for
the appointment of a receiver.

                        About CCC Atlantic

Based in Linwood, New Jersey, CCC Atlantic, LLC, filed for Chapter
11 protection on Dec. 6, 2012 (Bankr. D. Del. Case No. 12-13290).
Joseph Grey, Esq., and Kevin Scott Mann, Esq., at Cross & Simon
LLC, in Wilmington, Del.; and Kevin J. Silverang, Esq., and Philip
S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St. Davids,
Pa., represent the Debtor as counsel.

The Debtor owns and maintains two commercial office condominiums
in Linwood, New Jersey.  The Debtor has scheduled assets totaling
$48,890,617 and liabilities of $41,568,640 as of the Petition
Date.


CCC ATLANTIC: Wins Approval to Pay $64,600 to Critical Vendors
--------------------------------------------------------------
The Bankruptcy Court granted CCC Atlantic, LLC, interim
authorization, in its sole discretion, to pay a portion of the
prepetition claims of certain critical vendors, up to an aggregate
total of $64,600.  To the extent any payment is to an employee of
the Debtor for wages or benefits, no individual employee may be
paid in excess of the limits provided for in sections 507(a)(4) or
507(a)(5) of the Bankruptcy Code.  A copy of the interim order is
available at http://bankrupt.com/misc/cccatatlantic.doc49.pdf

As reported in the TCR on Jan. 28, 2013, the Debtor is seeking
approval to pay prepetition claims of certain of its critical
vendors conditioned on those critical vendors continuing to supply
goods and services pursuant to customary terms that were in effect
within 120 days prior to the Petition Date.  These critical
vendors provide maintenance, security, utilities, trash, insurance
and other core services to the Debtor.

                        About CCC Atlantic

Based in Linwood, New Jersey, CCC Atlantic, LLC, filed for Chapter
11 protection (Bankr. D. Del. Case No. 12-13290) on Dec. 6, 2012.
Joseph Grey, Esq., and Kevin Scott Mann, Esq., at Cross & Simon
LLC, in Wilmington, Del.; and Kevin J. Silverang, Esq., and Philip
S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St. Davids,
Pa., serve as counsel to the Debtor.

The Debtor owns and maintains two commercial office condominiums
in Linwood, New Jersey.  The Debtor has scheduled assets totaling
$48,890,617 and liabilities of $41,568,640 as of the Petition
Date.


CDFI PHASE I: Fitch Affirms 'BB+' Subordinate Series Bonds Rating
-----------------------------------------------------------------
Fitch Ratings affirms the long-term 'BBB-' rating on approximately
$62.28 million of outstanding Health, Educational and Housing
Facility Board of the City of Chattanooga revenue refunding bonds,
senior series 2005A issued on behalf of the CDFI Phase I, LLC (the
project). At the same time, Fitch affirms the 'BB+' rating on
approximately $19.89 million of outstanding subordinate series
2005B bonds.

The Rating Outlook is changed to Positive.

SECURITY

The senior and subordinate series bonds are a general obligation
of the project, secured by and payable from the revenues of CDFI's
phase I, II and III housing facilities. The subordinate series
2005B bonds are additionally secured by designated payments made
by the University of Chattanooga Foundation (the foundation)
through fiscal 2013.

RATING DRIVERS

SELF-SUSTAINING PROJECT: The project is currently fully self-
supporting as a result of continued strength in occupancy and
prudent management of facility expenses by University of Tennessee
at Chattanooga's (UTC). The project's improved operating
performance offsets the sunsetting of the foundation support that
secures the subordinate bonds thru fiscal 2013. In fiscal 2012,
the senior and subordinate debt achieved debt service coverage
levels of 1.73x and 1.28x, respectively, excluding foundation
support.

GENERAL CREDIT CHARACTERISTICS: The ratings reflect the standalone
nature of the project, largely mitigated by the project's
essential role in (UTC) residential life program; and steady
enrollment growth which has improved demand for UTC campus
housing.

CONSTRAINED FLEXIBILITY: Counterbalancing rating factors include
dependence on student rental payments as the project's primary
revenue source and the somewhat limited pricing flexibility given
the project's high rates relative to other on campus housing
alternatives.

INTEGRATION WITH UTC: The project is managed as part of UTC's
3,009 bed housing system (the system) and represented
approximately 57% of available beds in fiscal 2012.

SENSITIVITY

IMPROVED OPERATING PERFORMANCE: The ability of the project to
sustain improved operating margin in the absence of foundation
support could have a positive rating impact.

CREDIT PROFILE

CDFI Phase I, LLC is a subsidiary of Campus Development Foundation
Inc., which was formed by the foundation to acquire real estate
and to construct, manage, and operate housing for UTC students.
CDFI constructed the 1,726 bed project in three phases, with the
final phase opening in 2004.

The project is non-recourse to the university and the foundation.
However, UTC manages the project as part of its housing system and
sets project room rental rates. In Fitch's view, management of the
system and the project as a collective whole ensures the project
plays an integral role in residential life on UTC's campus and
that rates and charges are set competitively. Given its robust
amenity package, UTC has historically priced project beds at a
premium relative to other options within the system. The
University of Tennessee System implemented a below-market rent
increase of 3.5% in fall 2012, which will continue in both fall
2013 and 2014. This is lower than the 5% increase in fall 2011,
which management deems necessary to maintain the system's
competitive standing.

Overall occupancy of the system, including the project, was 98.2%
for fall 2012 or fiscal 2013, with project occupancy alone
equaling a very strong 100% for fall 2012. Strength in overall
housing demand was consistent with the prior fiscal year and
necessitated management housing approximately 200 students in a
hotel for the fall 2012 semester. As is typical, this figure drops
in the spring semester (36 students for spring 2013). Due to
demand for housing, UTC brought an old dormitory back on line
during fiscal 2013 that added 167 beds to the system, 25 of which
were added to the project.

The project's operating margin on a GAAP basis was effectively
breakeven in fiscal 2012, at approximately 0.1%, significantly
better than the five-year average of negative 11%. Operating
performance of the project continues to improve due to UTC's
continued ability to improve collections, lower management fee and
better cost controls. Management anticipates generating an
operating surplus again in fiscal 2013. Maintenance of positive
operating results without the need for foundation support, which
ends this current fiscal year, may yield positive rating pressure.

Revenue diversity is limited as is typically the case with housing
projects. Approximately 93% of revenues were derived from rental
income in fiscal 2012 as in the previous year. This reliance on a
single revenue stream highlights the importance of maintaining
strong project occupancy, but is mitigated by the project's strong
demand and 100% occupancy.

The project generates adequate debt service coverage despite this
revenue concentration. Net revenues available for debt service
reached $8.15 million in fiscal 2012, up 8.3% from the prior year.
In fiscal 2012, coverage of the senior debt reached 1.8x, while
the subordinate debt achieved coverage of 1.34x. These coverage
levels are notably higher to the prior year and include the
funding subsidy provided by the foundation for the subordinate
bonds.

A security fund was established by the foundation under the bond
documents which the project is required annually draw upon. The
project will continue to receive the subsidized payments from the
security fund through fiscal 2013. Since fiscal 2010, the draw has
not been required by CDFI to meet the required debt service
coverage ratio on the subordinate bonds and is ultimately returned
to CDFI with year-end surplus funds. As of June 30, 2012, the
trustee held surplus funds of about $134,064 for this purpose. The
foundation had also previously provided supplemental support to
the overall project, though these contributions have not been
necessary since fiscal 2009.

Due to continued strong demand for housing at UTC, its campus
master plan includes the potential construction of additional
housing in fiscal 2016-2017. Fitch expect UTC's housing demand
will continue to sustain solid project occupancy levels and
generate net revenues necessary to support associated debt service
if and when additional beds are added. Issuance of additional debt
on parity with the bonds is not currently anticipated.

UTC is a metropolitan university, located near downtown
Chattanooga. For fall 2012, UTC's total enrollment was 11,660,
reflecting a 2% increase over the prior year and 19% greater than
the fall 2008 enrollment.


CEREPLAST INC: IBC Funds Lowers Equity Stake to 2.5%
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, IBC Funds LLC and its affiliates disclosed
that, as of Feb. 1, 2013, they beneficially own 4,782,928 shares
of common stock of Cereplast, Inc., representing 2.5% of the
shares outstanding.

IBC Funds originally reported beneficial ownership of 17,600,000
shares of common stock of Cereplast, Inc., representing 9.1% of
the shares outstanding as of Jan. 30, 2013.  The following day,
IBC Funds and its affiliates disclosed that beneficially own
14,804,800 shares of common stock of Cereplast, Inc., representing
7.6% of the shares outstanding.

On Jan. 31, 2013, IBC Funds sold 2,795,200 of the original
17,600,000 shares reported on the Schedule 13D dated Jan. 30,
2013, and on Feb. 1, 2013, IBC Funds sold 10,021,872 of the
original 17,600,000 shares reported on the Schedule 13D dated
Jan. 30, 2013.

A copy of the Amendment No.2 to Schedule 13D is available at:

                        http://is.gd/aRj7QJ

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended September 30, 2012, and $14.0 million for the year ended
December 31, 2011, and have an accumulated deficit of $73.2
million as of September 30, 2012.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2012 without additional sources of cash.

In order to provide and preserve the necessary working capital to
operate, we have successfully completed the following transactions
in 2012:

   * Entered into an Exchange Agreement with Magna Group LLC
     pursuant to which we agreed to issue to Magna convertible
     notes, in the aggregate principal amount of up to $4.6
     million, in exchange for repayment of our Term Loan with
     Compass Horizon Funding Company, LLC.

   * Obtained a Forbearance Agreement on our semi-annual coupon
     payment due on June 1, 2012 with certain holders of our
     Senior Subordinated Notes to defer payment until December 1,
     2012.

   * Reduced future interest payments through executing an
     Exchange Agreement for $2.5 million with certain holders of
     our Senior Subordinated Notes for conversion of their Notes
     and accrued interest into shares at an exchange rate of one
     share of our common stock for each $1.00 amount of the Note
     and accrued interest.

   * Issued 6,375,000 shares of our common stock to an
     institutional investor in settlement of approximately $1.3
     million of our outstanding accounts payable balances.

   * Completed a Registered Direct offering to issue 1,000,000
     shares of common stock at $0.50 per share for gross proceeds
     of $0.5 million.

   * Obtained unsecured short-term convertible debt financing of
     $0.6 million with additional availability of approximately
     $0.6 million at the lender's sole discretion.

   * Returned unused raw materials to our suppliers in exchange
     for refunds net of restocking charges of approximately $0.3
     million.

Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables. We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CENTRAL EUROPEAN: RTL Agrees to Forbearance Until April 30
----------------------------------------------------------
The Special Committee of the Board of Directors of Central
European Distribution Corporation sent a formal response to the
notice received by CEDC from Roust Trading Ltd on Jan. 29, 2013,
that RTL is seeking to exercise its claimed put right under
Section 8.13 of the Amended and Restated Securities Purchase
Agreement dated July 9, 2012, by and between CEDC and RTL.

CEDC asserts that the put right reflected in Section 8.13 of the
Agreement has been terminated and may no longer be exercised by
RTL.

CEDC and RTL subsequently entered into a forbearance agreement
dated Feb. 6, 2013, to the effect that neither party will pursue
any further action in respect of the put right notice for a period
to April 30, 2013, after which either party may assert any and all
remedies available to it.  This agreement is without prejudice to
the claims or rights of either party and both parties have fully
reserved their rights in this respect.

A copy of the response letter is available at:

                        http://is.gd/POP5hh

                             About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CENTRAL EUROPEAN: Roust Trading Delivers Put Right Notice
---------------------------------------------------------
Roust Trading Ltd. and Roustam Tariko filed with the U.S.
Securities and Exchange Commission an amended Schedule 13D
disclosing that as of Feb. 6, 2013, they beneficially own
15,920,411 shares of common stock of Central European Distribution
Corporation representing 19.5% of the shares outstanding.

The following items of the Schedule 13D are amended as follows:

On Jan. 29, 2013, Roust Trading delivered to the CEDC a written
notice exercising its put right under the Securities Purchase
Agreement, pursuant to which CEDC would be obligated to repurchase
from Roust Trading the 5,714,286 Initial Shares acquired by Roust
Trading under the Securities Purchase Agreement.  Had Roust
Trading not delivered the Put Notice, the Put Right would have
expired unexercised by virtue of the lapse of more than six
business days from the termination of the Securities Purchase
Agreement on Jan. 21, 2013.  Consequently, Roust Trading delivered
the Put Notice to preserve the Put Right while continuing to
cooperate with CEDC in discussions regarding potential
restructuring transactions.

Prior to delivering the Put Notice, Roust Trading sought to avoid
the necessity of exercising the Put Right through an agreement
with CEDC to extend the time period for exercising the Put Right.
Such an agreement, however, was not reached.  Consequently, Roust
Trading delivered the Put Notice.

CEDC has informed Roust Trading of its view that the Put Right
cannot be, and was not, validly exercised by Roust Trading.  Roust
Trading, however, believes that the Put Right can be, and was,
validly exercised by Roust Trading.  In light of the parties'
mutual desire to defer that dispute while CEDC's restructuring
efforts are ongoing so as not to distract from those efforts,
Roust Trading and the Issuer entered into the Forbearance
Agreement, whereby each party agreed to forbear from taking any
action or commencing any proceeding to enforce its rights or
remedies arising out of or relating to the Put Right and the Put
Notice for a period terminating on April 30, 2013.

A copy of the filing is available at http://is.gd/Y7Y15G

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CLARA'S ON THE RIVER: Emerges From Chapter 11 Bankruptcy
--------------------------------------------------------
Trace Christenson, writing for The Battle Creek Enquirer, reports
that Clara's on the River, located in a former train station at 44
N. McCamly St., emerged from Chapter 11 bankruptcy after the
company's reorganization was approved Wednesday by the United
States Bankruptcy Court for the Western District of Michigan.  The
restaurant, which opened June 8, 1992, filed for bankruptcy
protection Feb. 14, 2012 after attempting to restructure debt with
its mortgage company, Business Loan Express.

"It's a great day," owner Ross Simpson said Wednesday, according
to the report.  "This marks a new beginning for Clara's on the
River. We have emerged from bankruptcy a stronger, leaner, more
competitive company, with an improved balance sheet and liquidity,
intent on making Clara's the continued favorite restaurant of
Battle Creek for years to come.

Steve Rayman, Esq., serves as counsel to the restaurant.


CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 86.23 cents-on-the-dollar during the week ended Friday, Feb. 8,
2013, a drop of 0.67 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 210 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Feb. 8,
2013.

                         About Clear Channel

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


CLIPPER ACQUISITIONS: S&P Assigns 'BB+' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
counterparty credit rating on Clipper Acquisitions Corp.  The
outlook is stable.  At the same time, S&P assigned its 'BB+'
issue-level rating on the company's $355 million, seven-year
senior secured term loan.

The rating actions follow the announcement by the Carlyle Group
and the management of The TCW Group that they have completed their
acquisition of the newly formed Clipper Acquisitions Corp.
Clipper will own 100% of TCW Group Inc.

"Our ratings on Clipper are based on the company's solid
franchise, especially in U.S. fixed-income investment management;
good distribution capability; experienced management team; and
strong investment performance track record," said Standard &
Poor's credit analyst Sebnem Caglayan.  "In our view, the
increased management ownership and TCW's expected access to the
Carlyle platform upon the consummation of the transaction are also
rating strengths."

However, several factors offset these strengths. "TCW has a
significant proportion of its AUM in fixed-income securities; on-
balance-sheet liquidity, on a pro forma basis, is weak; and the
expected debt leverage, at 2.9x, is in line with speculative-grade
ratings," said Ms. Caglayan. TCW's litigation history--including
considerable sums paid for litigation expenses related to the
departure of its fixed-income manager in late 2009--and the
negative tangible equity when the transaction closes are also
negative rating considerations.

The stable outlook reflects S&P's expectation that upon the
consummation of the Carlyle transaction, the company will modestly
increase AUM over the next 12-18 months to generate an EBITDA
margin of 27%-30%, debt leverage of 2.9x, and interest coverage of
6.9x.

S&P could lower the ratings if the company takes on more debt than
the assumed $355 million to fund the transaction, fails to replace
the declining AUM and fees from EIG and the Crescent joint venture
relationship with new AUM, or experiences significant net asset
outflows that ultimately hinder its operating performance such
that debt leverage increases to more than 3.5x and interest
coverage falls to less than 5.0x.

S&P could raise the ratings if TCW increases its AUM
substantially, is able to diversify its business mix, and improves
its financial profile, including its debt leverage and interest
coverage metrics (less than 2.3x and more than 8.2x, respectively,
on a sustained basis), on-balance-sheet liquidity, and tangible
equity.


CRYSTALLEX INTERNATIONAL: Amends Form 20-F to Add Certifications
----------------------------------------------------------------
Crystallex International Corporation has filed an amendment no.1
to its annual report on Form 20-F for the fiscal year ended
Dec. 31, 2011, originally filed with the Securities and Exchange
Commission on Jan. 31, 2013, solely for purposes of filing the
Certification of the Chief Executive Officer Pursuant to Section
302, the Certification of the Chief Financial Officer Pursuant to
Section 302 and the Certification of the CEO and CFO Pursuant to
Section 906 as Exhibits 12.3, 12.4 and 13, respectively.
Accordingly, Item 19 of the Original Form 20-F has also been
amended and restated to reflect the filing of those
certifications.

Th amendment does not, and does not purport to, amend, update or
restate the information in any other item of the Original Form
20-F or reflect any events that have occurred since the Original
Form 20-F was originally filed.

A copy of the Amended Form 20-F is available for free at:

                        http://is.gd/huu4ZQ

                         About Crystallex

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

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

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

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

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


COMSTOCK MINING: Updates NI 43-101 Technical Report
---------------------------------------------------
Comstock Mining Inc. announced the highlights of its fourth
National Instrument 43-101 (NI 43-101) technical report authored
by Behre Dolbear & Company (USA), Inc., of Denver Colorado.  The
Report declared a mineral resource estimate for the Comstock Mine
Project in Storey and Lyon Counties, Nevada, of Measured and
Indicated Resources containing 1,824,000 ounces of gold and
17,100,000 ounces of silver, for a total of 2,150,000 gold
equivalent ounces, and an estimate of an Inferred Resource
containing an additional 870,000 gold equivalent ounces.  These
estimates include the newly identified Chute Zone, a wedge-like,
structurally bounded zone that hosts significant gold and silver.
The Report also includes an additional 200,000 gold equivalent
ounces outside of the modeled area, in the Historical Resource
Category.

Comstock Mining Inc.'s Chief Executive Officer, Corrado De
Gasperis commented, "Discovery of the East-side Chute Zone and the
better than expected increase of Measured and Indicated Resource
in Lucerne is tremendously rewarding for our team.  Quantifying
over 3.2 million gold-equivalent ounces, on just a fraction of our
land position, provides us with significant confidence in the
long-term future of the Lucerne Mine and our overall resource
goals."

The 2013 Report incorporates the results of the Company's 2012
drilling program, which ran from Jan. 25, 2012, through Dec. 7,
2012.  The program focused on infill and development drilling in
the Lucerne Resource area, comprised of 391 holes totaling 146,274
feet.  The drilling program consisted of 364 reverse circulation
(RC) holes, totaling 138,521 feet, and 27 core holes, totaling
7,754 feet.  The drilling totals also included fourteen widely-
spaced exploration holes in Spring Valley (previously announced in
a May 9, 2012 Press Release) and 22 step-out and infill holes in
the East Side target (previously announced in a Nov. 7, 2012,
Press Release).  The total cost of the program was $4.87 million,
with an average cost per foot of $33.26.

The 2013 Report comments, "Behre Dolbear believes the Comstock
Mine Project represents a well-explored epithermal precious metal
deposit within a world-class mining district... The geology of the
project area is well described and understood through vigorous
surface mapping and drill hole logging.  The density of geologic
data is high and the reliability is excellent, particularly in the
various Lucerne Mine areas."

The Report also comments on the Company's completely redesigned
and rebuilt processing facility, and the operating results through
the end of 2012.  The Company estimates that the heap leach
ultimate recovery will average over 70% for gold and over 45% for
silver.

Lucerne Area Details

The Lucerne Resource Area includes the previously operated
Lucerne, Hartford, and Billie the Kid pits; the historic Justice
and Keystone surface cuts and underground mines; and the historic
Woodville bonanza.  The modeled mineralization covers
approximately 5,400 feet of strike length.  The Lucerne Resource
Area is also host to the Company's Lucerne Mine, opened in 2012,
with an associated heap leach and Merrill-Crowe processing
facility.

The Lucerne development drilling directly supported the start-up
of the Lucerne Mine, extending the life of the mine plan, and
confirming the continuity of the mineralization.

Chute Zone Discovery

Although the Company drilled a limited number of East-side holes,
the results led to the discovery and interpretation of the "Chute
Zone" by Company geologists.  This intersection between the
northwest striking and northeast dipping Silver City fault, and a
series of northeast striking and southeast dipping structures
hosts a zone of enhanced mineralization.  The zone consistently
averages 0.095 ounces of gold per ton over drill intercepts of 50
to 270 feet, and has currently mapped dimensions of 100 to 150
feet by 100 feet by 450 feet.

"Since 2008, our geologists have recognized the enhanced grades of
precious metals when northeasterly striking mineralized structures
intersected the Silver City fault zone," stated Larry Martin, VP
of Exploration and Mine Development.  "Now we have identified a
specific, wedge-like, structurally bounded zone that hosts
significant gold and silver, which we are calling the 'Chute
Zone'.  The geometric shape is similar to high grade zones
historically mined in the Comstock district as bonanzas."

Behre Dolbear concluded, "Exploration opportunities to expand the
known mineralization down-dip and along strike to the north,
south, and east are still good, and excellent in the East Side and
Chute zones, and have the potential of adding considerably to the
estimated Measured and Indicated Resource."

A complete copy of the press release is available at:

                        http://is.gd/2bmiA4

                       About Comstock Mining

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

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

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


D&M PUBLISHERS: Rivals Acquire Douglas & McIntyre, Greystone Units
------------------------------------------------------------------
The Canadian Press reports that British Columbia-based publishing
house Douglas & McIntyre, which faced an uncertain future after
its owner -- D&M Publishers Inc. -- entered bankruptcy protection,
has been sold to another publishing company and will continue
operating.  Harbour Publishing, based on B.C.'s Sunshine Coast,
says it has reached a deal to purchase Douglas & McIntyre's
assets.

The report notes D&M Publishers announced its financial troubles
late last year, setting off a restructuring that saw its two
imprints, Douglas & McIntyre and Greystone Books, separated and
sold.  Last week, D&M announced it reached a separate agreement to
sell Greystone Books to B.C.-based Heritage House Publishing.

The Canadian Press did not report the financial terms of the
transactions.


DANCEHALL LLC: Being Liquidated in Chapter 7
--------------------------------------------
Dancehall LLC's bankruptcy case, which began as an involuntary
Chapter 11 filing, is now proceeding under Chapter 7 of the
Bankruptcy Code.  Judge Diane Davis on Dec. 14 entered an order
converting the Chapter 11 case to Chapter 7 liquidation.

The United States Trustee for Region 2 sought conversion of the
case.  Peter E. Platt, Daniel Nolan, John Nigro, John Murray, E.
Stewart Jones, Jr., Carl Florio, Michael Nahl, James T. O'Hearn,
James Clark, Alexander Keeler, and Daniel J. Hogarty, Jr. -- who
brought the Debtor to bankruptcy by signing an involuntary Chapter
11 petition -- supported the U.S. Trustee's request.

Tennyson Bardwell, Ann Marie Lizzi, Day Dreamer Films, LLC, and
Ebullient Pictures, LLC opposed the conversion motion.

                      About Dancehall LLC

Creditors allegedly owed in excess of $160,000 in the aggregate on
account of a prepetition loan, filed an involuntary Chapter 11
petition against Niskayuna, New York-based Dancehall, LLC (Bankr.
N.D.N.Y. Case No. 12-11696) on June 22, 2012.  The petitioning
creditors are Carl Florio, Daniel J. Hogarty, Jr., E. Stewart
Jones, Jr., Alexander Keeler, John Murray, Michael Nahl, John
Nigro, Daniel Nolan, James T. O'Hearn, and Peter E. Platt.  They
are represented by Peter A. Pastore, Esq., at McNamee, Lochner,
Titus & Williams, PC, as counsel.


DEEP PHOTONICS: Beats Ex-CEO's Attempt to Dismiss Ch. 11
--------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that an Oregon federal
bankruptcy judge on Wednesday declined to dismiss the Chapter 11
case of laser manufacturer Deep Photonics Corp., stifling a bid
from the company's former CEO and others, who had claimed the
company was trying to avoid a Delaware state court default
judgment related to its $75 million trade secrets suit.

U.S. Bankruptcy Judge Trish M. Brown rejected the motion filed by
Deep Photonics' former CEO Joseph G. LaChapelle and its rival
nLight Photonics Corp in a one-sentence order, according to the
report.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.


DENNY'S CORP: Keeley Asset Discloses 8.6% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Keeley Asset Management Corp. and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 8,096,170 shares of common stock of Denny's Corporation
representing 8.6% of the shares outstanding.  Keeley Asset
previously reported beneficial ownership of 8,350,054 common
shares or a 8.7% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/ge1mIc

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DEWEY & LEBOEUF: Files Plan Supplement Ahead of Feb. 27 Hearing
---------------------------------------------------------------
Dewey & LeBoeuf LLP has filed an amended plan supplement for its
Second Amended Chapter 11 Plan of Liquidation, dated Jan. 7, 2013.

The documents were included in the Amended Plan Supplement:

     Schedule 1     Budget
     Schedule 2     Liquidation Trust Agreement
     Schedule 3     Secured Lender Trust Agreement
     Schedule 4     Term Sheet for Form of Loan for Excess
                    Priority and Administrative Claims
     Schedule 5     List of Liquidation Trust Oversight
                    Committee and Secured Lender Trust
                    Oversight Committee
     Schedule 6     List of Executory Contracts and Unexpired
                    Leases to Be Assumed and Assigned

The Plan Confirmation Hearing will be held on Feb. 27, 2013, at
10:00 a.m.

A copy of the Amended Plan Supplement is available at:

             http://bankrupt.com/misc/dewey.doc958.pdf

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

The secured lender claims (Class 2) will be deemed allowed in the
aggregate amount of $261.9 million.  Each holder of the claims
will receive its pro rata share of (i) the secured lender trust
interests and (ii) liquidation trust secured lender interests.
Estimated recovery for secured lenders is between 46.8% and 76.7%.
The lenders' deficiency claims will be deemed allowed unsecured
claims in the amount of $100 million and will be included in and
treated as a Class 4 general unsecured claim.

Holders of general unsecured claims (Class 4) are estimated to
recover $5.25% to 14.1%.  They will receive their pro rata share
of interests in the liquidation trust allocated for general
unsecured creditors.  As of the bar date, and without accounting
for duplicates, an aggregate amount of $284.9 million of
liquidated general unsecured claims had been scheduled by the
Debtor or filed by Creditors.

Interests in the Debtor will be extinguished, canceled and
discharged, and the holders of those interests will not receive
any distribution under the Plan.

A copy of the Second Amended Plan of Liquidation is available at:

             http://bankrupt.com/misc/dewey.doc807.pdf

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DJSP ENTERPRISES: Issues 400,000 Ordinary Shares to Directors
-------------------------------------------------------------
DJSP Enterprises, Inc., issued 400,000 ordinary shares as
restricted shares, as previously approved by the Compensation
Committee on January 15.  The Restricted Shares were issued
pursuant to a restricted share agreement under the Company's 2009
Equity Incentive Plan to the members of the Board of Directors of
the Company, by means of a private placement, as follows:

     Nicholas Adler           100,000 Restricted Shares
     Stephen J. Bernstein     100,000 Restricted Shares
     Jerry L. Hutter          100,000 Restricted Shares
     Kerry Propper            100,000 Restricted Shares.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011, edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                         Amount of Note
                                         --------------
    Law Offices of David J. Stern, P.A.     $47,869,000
    Chardan Capital, LLC,                    $1,000,000
    Chardan Capital Markets, LLC               $250,000
    Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011, for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DZ.EYE.N STUDIOS: Court Approves Cox Smith as Counsel
-----------------------------------------------------
Dz.eye.n Studios, LLC d/b/a Boss Creative, sought and obtained
approval to employ Cox Smith Matthews Incorporated as attorneys.

Angel Staffing Incorporated, allegedly owed $425,000 on a loan to
DZ.EYE, filed an involuntary Chapter 11 petition (Bankr. W.D. Tex.
Case No. 12-51861) for DZ.Eye on June 8, 2012.  Angel Staffing is
represented by Eric Terry, Esq., at Haynes & Boone, LLP.


E*TRADE FINANCIAL: Moody's Affirms 'B2' Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings for E*TRADE
Financial Corporation and its subsidiaries, including the B2
Senior Unsecured rating at the HoldCo and the Ba3 deposit rating
and D- bank financial strength rating for E*TRADE Bank. The
ratings outlook is stable.

Ratings Rationale:

The affirmation reflects ETFC's improved near-term financial
flexibility but also recognizes the continuing challenges the
company faces in the current operating environment, as well as the
risks to bondholders posed by the company's still sizeable
residential mortgage portfolio if economic conditions and the
housing market were to deteriorate. In the fourth quarter of 2012,
ETFC was able to refinance approximately $1.3 billion of high cost
long term debt which extended the company's debt maturities and
will reduce its interest cost by approximately $70 million
annually. The refinancing improved the company's near-term
financial flexibility and should substantially improve interest
coverage going forward. ETFC has also reported a stabilization of
the Bank's residential mortgage portfolio that is in a run-off
mode. ETFC's legacy mortgage portfolio has constrained operating
profit and has reduced the company's financial flexibility to
invest and grow its core retail brokerage business, its most
valuable asset.

Moody's said that EFTC, similar to other retail brokers, will
continue to face a challenging operating environment that has been
characterized by net interest margin compression from low interest
rates and by lower trading volumes that have reduced trading
commissions. The ratings also reflect the uncertainty around the
timing of OCC approval of the resumption of annual dividends from
the Bank, which had been the primary source to service debt at the
HoldCo level, as well as the risk which the residential mortgage
portfolios would still pose to the company in a downside scenario.

The ability of the Bank to resume dividends will hinge on ETFC's
ability to execute on all elements of the capital plan they
submitted to the regulators, including two primary factors: 1) the
performance of the company's legacy loan portfolio and 2)
exceeding at least a 9.5% Tier 1 leverage ratio, primarily through
balance sheet deleveraging. Moody's notes, however, that as of
December 31, 2012, ETFC had approximately $408 million of
corporate cash which can service HoldCo's $110 million estimated
annual debt service for approximately 4 years without dividends
from the Bank. Last, as a result of the recent debt refinancing,
ETFC's nearest debt maturity has been extended to 2016 ($435
million) which has improved the company's financial flexibility.

The principal methodologies used in this rating were the Global
Securities Industry Methodology published in December 2006 and the
Consolidated Global Bank Rating Methodology published in June
2012.


EASTMAN KODAK: Receives $527 Million From Sale of IP Assets
-----------------------------------------------------------
Eastman Kodak Company completed the transactions relating to the
monetization of certain of its intellectual property assets.
Kodak received approximately $527 million in net cash proceeds in
connection with the Transaction.

Pursuant to the Company's existing Debtor-in-Possession Credit
Agreement, dated as of Jan. 20, 2012, Kodak applied approximately
$418.7 million of the net cash proceeds to repay amounts
outstanding under the term loan facility under the DIP Credit
Agreement.  As of Feb. 5, 2013, and after application of the net
cash proceeds of the Transaction, Kodak has $245.51 million of
outstanding term loans under its DIP Credit Agreement.

Meanwhile, Eastman Kodak is in discussions with representatives of
certain holders of the Company's second lien notes, who are
parties to the commitment letter dated Dec. 13, 2012, relating to
a junior secured priming superiority debtor-in-possession term
loan facility, regarding a potential extension to the date on
which their commitments terminate under the Commitment Letter.  A
Commitment Extension would provide the Company with more time to
optimize the terms of the Junior DIP Facility and the exit
facility.  Any Commitment Extension would require the approval of
all Applicable Holders who will make loans under the Junior DIP
Facility.  There is no assurance that a Commitment Extension will
be granted or that the Company will continue to pursue a
Commitment Extension.  If there is no Commitment Extension, the
Company currently expects to proceed with borrowing under the
Junior DIP Facility on Feb. 28, 2013.

                        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.


EAU TECHNOLOGIES: Borrows $1.3 Million From Director
----------------------------------------------------
The Board of Directors of EAU Technologies, Inc., approved a loan
agreement with Peter Ullrich for a principal amount of $1,325,000.
The funds had been advanced to the Company at various times
throughout 2012.

The Loan Agreement provides for interest at a rate of 10% annually
and will mature on Nov. 30, 2013.  The outstanding balance under
the Loan Agreement is convertible into shares of the Company's
common stock at $0.31 per share and no principal or interest
payments are due until maturity.  The Loan Agreement provides that
accrued interest and the outstanding principal balance can be
prepaid, in whole or in part, at any time without premium or
penalty.  In connection with the negotiation of the Loan
Agreement, the Company also granted to Mr. Ullrich a warrant to
purchase up to 1,325,000 shares of the Company's common stock at
an exercise of $0.31 per share.  The Warrant expires on Jan. 31,
2018.

Mr. Ullrich is a member of the Board of Directors of the Company.

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

The Company's balance sheet at Sept. 30, 2012, showed
$2.18 million in total assets, $7.82 million in total liabilities
and a $5.63 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the period ended Dec. 31, 2011, HJ & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficit as well as a deficit in stockholders' equity.


ECOSPHERE TECHNOLOGIES: Deadline to Submit Proposals on March 15
----------------------------------------------------------------
Ecosphere Technologies, Inc., has set March 15, 2013, as the
deadline for a shareholder to submit a proposal to be included in
the Company's proxy materials for the 2013 Shareholder's Meeting.

                Purchase Agreement with Hydrozonix

As previously announced, the Company has commenced manufacturing
units 13 and 14 for sale to Hydrozonix LLC under the Exclusive
Product Purchase and Sublicense Agreement dated March 18, 2011.
The Company has entered into an agreement with Hydrozonix under
which Hydrozonix placed a purchase order for the Units on Feb. 7,
2013, which is contingent upon Hydrozonix obtaining financing by
March 31, 2013.  In the event that Hydrozonix is unable to obtain
financing by March 31, 2013, Hydrozonix will have the right to
cure the failure to obtain financing by April 15, 2013, by paying
the full price of the Units and placing a non-contingent purchase
order (and making the required down payment) for units 15 and 16.
If Hydrozonix is unable to meet the terms of this agreement,
Hydrozonix will lose its preferential rights under the Exclusive
Agreement including its exclusivity.

                   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.


EDISON MISSION: Incentive Plans Partially Approved
--------------------------------------------------
BankruptcyData reported that U.S. Bankruptcy Court approved in
part and continued in part, to February 20, 2013, Edison Mission
Energy's motion to compensate insider senior executives under
employee incentive programs.

The Court, according to the report, continued the Debtors' motion
to implement incentive plans for non-insider employee to a hearing
scheduled for Feb. 20, 2013 and approved the Debtors' motions to
make payments to senior executives under a short term incentive
plan, the EME plan, the 2012 EME overtime payments, the union plan
and the key contributor plan.

                       About Edison Mission

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

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

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

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

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

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


ELITE PHARMACEUTICALS: Add'l Application for Naltrexone Okayed
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced that on Jan. 31, 2013, the
U.S. Food and Drug Administration approved the Company's
supplemental application for the manufacturing and packaging of
naltrexone hydrochloride 50 mg tablets.  This approval will allow
the Company to commence the commercial manufacturing and packaging
of this product for its sales and marketing partner, which will
distribute the product as part of a multi-product distribution
agreement.

Naltrexone is an opioid receptor antagonist used primarily in the
management of alcohol dependence and opioid addiction.  For the 12
months ending Dec. 31, 2012, Revia(R) and its generic equivalents
had total U.S. sales of approximately $16 million according to IMS
Health Data.

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $10.07
million in total assets, $31.87 million in total liabilities and a
$21.80 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.


ENERGYSOLUTIONS INC: "Go Shop" Period Under Merger Pact Ends
------------------------------------------------------------
EnergySolutions, Inc., announced the expiration of the "go shop"
period under the previously announced Agreement and Plan of
Merger, dated as of Jan. 7, 2013, which provides for the
acquisition of the Company by an affiliate of Energy Capital
Partners, a private equity firm focused on investing in North
America's energy infrastructure.

Under the Merger Agreement, the Company was permitted to solicit
alternative acquisition proposals from third parties during the
30-day period ending at 11:59 p.m. New York City time on Feb. 6,
2013.  During the "go shop" period, 2 parties contacted
representatives of the Company's financial advisor, Goldman, Sachs
& Co. and, at the direction of the Company's board of directors,
Goldman Sachs contacted 22 parties.  Of the 24 parties who were
contacted by or who contacted representatives of Goldman Sachs
during the "go shop" period, 15 were strategic buyers and 9 were
private equity groups.  During the "go shop" period, one party
entered into a non-disclosure agreement in connection with its
evaluation of a possible strategic transaction with the Company.
Each party contacted, including the party that entered into a non-
disclosure agreement with the Company, notified the Company that
it would not be interested in pursuing a strategic transaction
with the Company.  Despite conducting an active and extensive
solicitation process, the Company did not receive an alternative
acquisition proposal from any potential buyer during the "go shop"
period.

Starting at 12:00 a.m. New York City time on Feb. 7, 2013, the
Company became subject to customary "no shop" provisions that
limit its ability to solicit alternative acquisition proposals
from third parties or to provide confidential information to third
parties, subject to a "fiduciary out" provision that allows the
Company to provide information and participate in discussions with
respect to certain unsolicited written proposals and to terminate
the Merger Agreement and enter into an acquisition agreement with
respect to a superior proposal in compliance with the terms of the
Merger Agreement.

In addition, the Company announced that early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, was granted and became effective on
Feb. 1, 2013.

The Company also announced that the United Kingdom Nuclear
Decommissioning Authority gave its written consent to the change
in control of EnergySolutions EU Limited pursuant to the Merger
Agreement.

The closing of the Merger Agreement remains subject to certain
other conditions, including approval by the Company's stockholders
and the consent of the Nuclear Regulatory Commission and any State
from whom the Company or its subsidiaries holds a radiological
license or permit issued pursuant thereto, which States have
entered into an agreement with the NRC pursuant to Section 274 of
the Atomic Energy Act, to the indirect transfer of control of the
Company's NRC and State radiological licenses and  permits.

The Company expects to file its preliminary proxy statement with
the Securities and Exchange Commission in connection with the
Merger Agreement shortly.

The Company expects to close the merger as soon as practicable
following satisfaction of all closing conditions, which the
Company expects to occur in the second or third quarter of 2013.
Following completion of the transaction, the Company will become a
privately held company and its stock will no longer trade on the
New York Stock Exchange.

                       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.


F&G PROPERTIES: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: F&G Properties, LLC
             10 Orben Drive
             Landing, NJ 07850

Bankruptcy Case No.: 13-12462

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Larry Lesnik, Esq.
                  NORRIS, MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  E-mail: llesnik@nmmlaw.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Care Environmental Corp.               13-12466
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Francis J. McKenna, Jr., managing
member/president.

A. A copy of F&G Properties' list of its two largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/njb13-12462.pdf

B. A copy of Care Environmental's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb13-12466.pdf


GILREATH ENTERPRISES: Restaurant Owner Files Bankruptcy
-------------------------------------------------------
Mike McNeill, writing for Magnolia Reporter, reports that Gilreath
Enterprises LLC, the parent company of Bayou Bistro restaurant,
filed for Chapter 11 bankruptcy on Jan. 21 in the U.S. Western
District of Arkansas Bankruptcy Court.  The company's Magnolia and
El Dorado restaurants remain open while the company seeks to
reorganize its business affairs.

According to the report, Gilreath Enterprises filed an amended
petition with the court two days later that adjusted upward its
estimated amount of liabilities.  The corporation claims assets
worth between $500,001 and $1 million, and liabilities between
$1,000,001 and $10 million.

"It is believed by Gilreath Enterprises LLC that it is by means of
a Chapter 11, that if expeditiously handled, will result in all
creditors being paid 100 percent of the debt owed," the Company's
bankruptcy petition said, according to the report.

The report relates a meeting of creditors has been set for noon,
March 6, in U.S. District Court in El Dorado.

The report relates Gilreath Enterprises, owned by Garnett L.
Gilreath Jr., has conducted business under several different
names, including Bayou Bistro, Gilreath Bistro, Lemar's Bistro and
Mike & Joe's Bistro, and has two principal business locations --
1210 N. Jackson in Magnolia, and 2422 N. West Ave. in El Dorado.
The new El Dorado location was opened last year.


GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Glenwood Properties Inc.
        dba Glenwood Resort
        dba Glenwood Farms
        dba resort Membership
        dba Glenwood
        dba Glenwood RV Resort
        24675 W. Gilmer Road
        Suite 300
        Hawthorn Woods, IL 60047

Bankruptcy Case No.: 13-04732

Chapter 11 Petition Date: February 7, 2013

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

Judge: Timothy A. Barnes

Debtor's Counsel: Jonathan D. Golding, Esq.
                  Richard N. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  500 N. Dearborn St., 2nd Flr.
                  Chicago, IL 60654
                  Tel: (312) 832-7892
                  Fax: (312) 755-5720
                  E-mail: jgolding@goldinglaw.net
                          rgolding@goldinglaw.net

Scheduled Assets: $4,522,276

Scheduled Liabilities: $1,744,982

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-04732.pdf

The petition was signed by David E. Goldman, president.


GRIFFIN MANSIONS: Health Agency Report Releases on Wedding Venue
----------------------------------------------------------------
Michelle Velez, writing for KSNV MyNews3, reports the Southern
Nevada Health District has released its report on a party at
Griffin Mansions, a bankrupt Las Vegas wedding venue, in July 2012
that sickened more than 60 guests.

News 3 reports that Griffin had been operating for years but never
had the permits necessary to hold receptions.  It was finally
closed in May, and its owners filed for Chapter 7 bankruptcy in
July 2012.

According to News 3, the Health District's report reveals some
pretty disgusting conditions in the Griffin Mansions kitchen
facility: chicken that was left out for too long, moldy food and
an unidentifiable black substance on the beer tap.  There are new
estimates that show brides and grooms lost as more than $1 million
in paid deposits and the money they had to spend on new wedding
plans.

According to Ms. Velez, News 3 launched a hidden camera
investigation and revealed that the mansion was continuing to book
weddings even while it was supposed to be closed.


HELENA CHRISTIAN SCHOOL: Files Chapter 11 to Halt Sheriff's Sale
----------------------------------------------------------------
Helena Christian School, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Mont. Case No. 13-60091) in Butte on Jan. 29, 2013.
Judge Ralph B. Kirscher oversees the case.  J. Colleen Herrington,
Esq., at DeSchenes & Sullivan Law Office, serves as the Debtor's
counsel.

In its petition, the school estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Gregory W.
Page, administrator.

Sanjay Talwani, writing for Billings Gazette, reports that the
bankruptcy filing halted a sheriff's sale of the school's property
scheduled for Jan. 31.

The Gazette relates the school, operating on leased property on
Canyon Ferry Road, said in a statement the filing in U.S.
Bankruptcy Court in Butte will not affect day-to-day operations.

The Gazette notes the school's directors signed a resolution
authorizing the bankruptcy filing Nov. 15 -- the same day district
judge signed a decree of foreclosure on a 326-acre parcel near the
Scratchgravel Hills.  Mountain West Bank, which had lent school
supporters about $1.5 million with the land as collateral,
demanded the school pay the loan down by $1 million after a
reassessment of the property following the real estate downturn --
even though, the school said in court filings, it had kept up to
date on its payments to the bank.  The bank filed a lawsuit
demanding payment of the full debt in November 2010.


HILDAVAN REALTY: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Hildavan Realty Corp
        3101 Eastchester Road
        Bronx, NY 10469

Bankruptcy Case No.: 13-10400

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Deborah Riggi             Loan                   $30,000
3777 Independence Avenue
Apt. 16L
Bronx, NY 10469

The petition was signed by Hugh Dyer, president.


HIOS REAL ESTATE: Updated Case Summary & Creditors' Lists
---------------------------------------------------------
Lead Debtor: Hios Real Estate Corp.
             2 West Kingsbridge Road
             Bronx, NY 10468

Bankruptcy Case No.: 13-10401

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

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

Scheduled Assets: $4,267,442

Scheduled Liabilities: $1,744,839

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Kambia Real Estate Corp.               13-10402
  Scheduled Assets: $4,250,100
  Scheduled Liabilities: $1,315,133

The petitions were signed by Lucy Paxos, president.

A. A copy of Hios Real Estate's list of its 10 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nysb13-10401.pdf

B. A copy of Kambia Real Estate's list of its 10 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nysb13-10402.pdf


JDM MANAGEMENT: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: JDM Management LLC
             444 E. Roosevelt #122
             Lombard, IL 60148

Bankruptcy Case No.: 13-04669

Chapter 11 Petition Date: February 7, 2013

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

Judge: Jack B. Schmetterer

Debtor's Counsel: David P. Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: (708) 937-1264
                  Fax: (708) 937-1265
                  E-mail: courtdocs@davidlloydlaw.com

Scheduled Assets: $1,577,000

Scheduled Liabilities: $1,126,749

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
JDS Management LLC                     13-04679
  Assets: $1,000,001 to $10,000,000
  Debts: $5,000,001 to $1,000,000

The petitions were signed by John E. Naughton III, manager.

A. A copy of JDM Management's list of its two largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ilnb13-04669.pdf

B. A copy of JDS Management's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb13-04679.pdf


JOLIE HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jolie Holdings Realty LP
        aka Jolie Holding Realty LP
        304-B Camer Road
        Bensalem, PA 19020

Bankruptcy Case No.: 13-11142

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 543-7182
                  Fax: (215) 391-4350
                  E-mail: tbielli@oeblegal.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 Judith Anne Capponi, president of Jolly
Holdings Realty Mgmt, Inc., general partner.

Related entity that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Judith Anne Capponi                    12-12301   03/08/12


JOHN MOHLENHOFF: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John Mohlenhoff & Associates LLC
        P.O. Box 1930
        Huntington, NY 11743

Bankruptcy Case No.: 13-70634

Chapter 11 Petition Date: February 6, 2013

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

Judge: Robert E. Grossman

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT, LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.com

Scheduled Assets: $4,480,052

Scheduled Liabilities: $676,571

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-70634.pdf

The petition was signed by John Mohlenhoff, III, member.


LINDSAY GENERAL: Files for Chapter 11 in Atlanta
------------------------------------------------
Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.

The Debtor estimated assets and debts of $10 million to $50
million.

According to the case docket, the Debtor is required to file a
Chapter 11 plan and disclosure statement by June 7, 2013.

The Debtor is represented by Evan M. Altman, Esq., in Atlanta.


LINDSAY GENERAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Lindsay General Insurance Agency, LLC
        1855 Satellite Boulevard, Suite 100
        Duluth, GA 30097

Bankruptcy Case No.: 13-52732

Chapter 11 Petition Date: February 7, 2013

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

Debtor's Counsel: Evan M. Altman, Esq.
                  Building 2, 8325 Dunwoody Place
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

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

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

The petition was signed by Kerry Sebree, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Get Auto Insurance.com Agency, LLC    13-52728
Map General Agency Inc.               13-52729
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Destiny General Agency                13-52731
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000


Lindsay General did not file a list of creditors together with its
petition.

A copy of Map General's list of its two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-52729.pdf

The petition was signed by Alex Campos, president.


LIVINGSTON & LIVINGSTON: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Livingston & Livingston, LLC
        P.O. Box 5035
        Gainesville, FL 32627

Bankruptcy Case No.: 13-10046

Chapter 11 Petition Date: February 6, 2013

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

Debtor's Counsel: Seldon J. Childers, Esq.
                  CHILDERSLAW, LLC
                  2135 N.W. 40th Terrace, Suite B
                  Gainesville, FL 32605
                  Tel: (866) 996-6104
                  Fax: (407) 209-3870
                  E-mail: jchilders@smartbizlaw.com

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

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

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

The petition was signed by Shelagh Forrest, managing member.


LYON WORKSPACE: May Cut 450+ Workers; Files WARN Notice
-------------------------------------------------------
Steve Lord, writing for stmedianetwork.com, reports that Lyon
Workspace Products LLC, in January filed a notice under the Worker
Adjustment and Retraining Notification Act with the state of
Illinois to inform that it could lay off as many as 456 workers.
The Montgomery-based company, which makes work and school storage
materials, filed for Chapter 11 bankruptcy in January, with the
intent of continuing operations through a possible sale.


METRO FUEL: United Refining to Acquire All Assets for $27MM
-----------------------------------------------------------
TankTerminals.com reports that United Refining Company of Warren,
Pa., is acquiring for $27 million in cash all assets belonging to
Metro Terminals, according to papers filed in Metro's bankruptcy
case.  URC also will assume any cure costs in connection with
assumed contracts and leases, and has committed to hire at least
75% of Metro's employees.

According to the report, among all bidders in the asset auction
held earlier last week, URC was the only bidder interested in
buying Metro assets in its entirety.  The others were after
individual assets separately.

The report relates that if the URC deal falls through, the other
back-up bidders in line to buy Metro assets include Castle Oil at
$20 million in cash to buy Metro's terminal assets and a
commitment to hire at least six of Metro's employees.

A hearing at the Bankruptcy Court of Eastern District of New York
is scheduled on Feb. 13 for the asset sale approval.

                         About Metro Fuel

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

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

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

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

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


METRO UNITED: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Metro United Properties, LLC
        33 West 9th Street, Apartment, 5
        New York, NY 10011

Bankruptcy Case No.: 13-10382

Chapter 11 Petition Date: February 6, 2013

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

Judge: Martin Glenn

Debtor's Counsel: Narissa A. Joseph, Esq.
                  LAW OFFICES OF NARISSA A. JOSEPH
                  277 Broadway, Suite 501
                  New York, NY 10007
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  E-mail: njosephlaw@aol.com

Scheduled Assets: $2,200,010

Scheduled Liabilities: $1,405,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Arthur G. Lambert, Jr., owner.


MONTEREY CAPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Monterey Capital Co., LLC
        P.O. Box 15608
        Phoenix, AZ 85060

Bankruptcy Case No.: 13-01664

Chapter 11 Petition Date: February 6, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 East Camelback Road, Suite 1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8040
                  E-mail: john.clemency@gknet.com

Scheduled Assets: $3,866,942

Scheduled Liabilities: $10,155,739

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-01664.pdf

The petition was signed by Douglas E. Smith, manager.


MUNDY RANCH: Owner's Son Wants Ch.11 Trustee or Examiner Named
--------------------------------------------------------------
Robert Mundy, a shareholder of debtor Mundy Ranch Inc., asks the
Bankruptcy Court to enter an order appointing a Chapter 11
Examiner, or in the alternative, a Chapter 11 trustee to replace
management of Mundy Ranch.

Robert Mundy is the son of James Mundy, the president and person
in control of the Debtor.  The entire beneficial interest of the
Debtor is owned by James Mundy, sons Robert and Mark Mundy, or by
children of Mark Mundy.

"Cause exists to appoint a trustee or examiner because the
Debtor's operating reports show that the debtor is being managed
in a fraudulent or incompetent manner by the existing management
team," said Robert Mundy.  He cited various improper acts by the
present managers of the Debtor.

The Debtor is being managed by James Mundy, and by its vice
president, David Metler.  James Mundy is the largest individual
shareholder of the Debtor, owning directly or through family
limited partnerships or trusts approximately 40% of the equity
security interests in the debtor.  Mr. Metler has been designated
by the Debtor as its official representative in the bankruptcy
proceedings.

Robert Mundy points out that the Debtor is not allowed to incur
new post-petition debt, or obtain credit, without Court approval.
However, he tells the Court that the operating reports filed by
the Debtor show that as of Nov. 30, 2012, the Debtor had incurred
post-petition debt in the form of unpaid accounts payable in the
total amount of $29,960.

Robert Mundy also notes the Debtor has engaged a professional
accounting firm and paid significant accounting fees, and that
firm is owned by Mr. Metler.

Mr. Mundy adds the Debtor has engaged or become indebted to a law
firm for postpetition services without seeking or obtaining
approval of such employment.  He says that based on the operating
reports, the Debtor paid unauthorized fees owed to Comeau,
Maldegen, Templeman Indall, LLP in the total amount of $5,100.

He further points out that the Debtor obtained unauthorized
postpetition loans from a third party to fund its operations.  He
claims the lender is an insider, James Mundy, who provided $32,450
in postpetition loans.

Robert Mundy is represented by:

         Daniel J. Behles, Esq.
         MOORE, BERKSON & GANDARILLA, P.C.
         3800 Osuna Rd. NE, Suite 2
         Albuquerque, NM 87109
         Tel: 505-242-1218
         Fax: 505-242-2836
         E-mail: dan@behles.com

                           Robert's Plan

As reported in the Feb. 6 edition of the TCR, Robert Mundy has
filed his own Chapter 11 plan for the Debtor after the Debtor
failed to file its own plan within the deadline.

Mr. Mundy's Plan dated Jan. 9, 2013, proposes to treat claims and
interests as follows:

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

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

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

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

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

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

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

                         About Mundy Ranch

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

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


NATURAL PORK: Court Won't Appoint Chapter 11 Trustee
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa has
entered a ruling sustaining an objection to, and denying, a motion
to appoint a Chapter 11 trustee for Natural Pork Production II,
LLP, et al.

The so-called IC Committee requested the appointment of a trustee
for the Debtors.  The IC Committee said Lawrence Handlos, as sole
managing partner of NPP II, is in complete disregard of his
fiduciary duties to creditors of NPP II.

The IC Committee is an unincorporated association which represents
persons who disassociated from NPP II between March 28, 2008, and
Dec. 4, 2008, and became Creditors in NPP II at the time of the
disassociation.  The persons represented by the IC Committee are
parties to a Settlement and Intercreditor Agreement dated Nov. 30,
2011, by NPP II, and the SIA parties to settle litigation after
certain of the SIA parties won the case of Cration Capital, L.P.
and Kruse Investment Company vs. Natural Pork Production II,
L.L.P., in the Iowa Court of Appeals No. 0-887/1-0608.

                 About Natural Pork Production II

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

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

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

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

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


NATURAL PORK: Hires Davis Brown as Litigation Counsel
-----------------------------------------------------
Natural Pork Production II, LLP, sought and obtained approval of
its application to employ Davis, Brown, Koehn, Shors & Roberts,
P.C., as its special litigation counsel.

Davis Brown will advise, counsel, and represent the Debtor in any
and all litigation and adversary proceedings within the Chapter 11
case, whether in pursuit of assets of the estate or in defense of
any actions that may be filed by or against the Debtor in either
the Bankruptcy Court, the U.S. District Court or any state court
actions.

Stan Thompson will have primary responsibility as lead attorney
and has a billing rate of $310 per hour.  Attorneys Mark Walz
($295 per hour) and Sarah Franklin ($190) will also provide
services.  The attorneys may delegate certain task to associates
and paralegals who will be paid $180 to $225 per hour and $90 to
$115 per hour, respectively..

The firm received $100,000 in September as a retainer to guaranty
payment of its postpetition services and costs in connection with
the Chapter 11 case.

The Debtor twice filed applications to tap Davis Brown after the
first application was denied without prejudice.

Davis Brown can be reached at:

         Stanley J. Thompson, Esq.
         Mark D. Walz, Esq.
         Sara K. Franklin, Esq
         DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
         215 10th Street, Suite 1300
         Des Moines, IA 50309

                        About Natural Pork

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

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

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

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

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


NATURAL PORK: Hires Frost PLLC as Tax Accountants
-------------------------------------------------
Natural Pork Production II, LLP asks the U.S. Bankruptcy Court for
permission to employ Daniel M. Peregrin, CPA, and Frost, PLLC as
its tax accountants.

The Debtor requires the services of Frost to render professional
services to assist the Debtor with its corporate tax analysis, tax
accounting and tax reporting obligations, including consultation
and advice on past and future partnership tax returns, tax-related
issues arising from or in connection with transactions and the
pending adversary proceedings, and assistance with providing
adequate information in any disclosure statement regarding Federal
Tax consequences of any plan, as required under Bankruptcy Code
Section 1125(a)(1).

The Debtor proposes to engage Frost at its regular hourly rates:

    Professional                         Rates
    ------------                         -----
    Senior Partners                   $325 - $487
    Junior Partners                   $290 - $300
    Associates                        $150 - $210
    Bookkeepers                        $90 - $110
    Assistants                                $65

As of the Petition Date, the Debtor owed Frost $10,776 for
prepetition services, but Frost has waived its prepetition bill,
and therefore, will not file a claim or seek compensation for its
prepetition work.

The Debtor seeks authority to give Frost $12,500 as postpetition
retainer to guaranty payment of its postpetition services and
costs in connection with this Chapter 11 case.

The tax accountant may be reached at:

         Daniel M. Peregrin, CPA
         FROST, PLLC
         425 West Capitol Ave Suite 3300
         Little Rock, AR 72201
         Tel: (501) 376-9241
         Fax: (501) 374-5520
         E-mail: dperegrin@frostpllc.com

                About Natural Pork Production II

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

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

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

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

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


PARK SIDE ESTATES: Unfinished Brooklyn Buildings in Chapter 11
--------------------------------------------------------------
Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

Prepetition, secured creditor Community Preservation Corp ("CPC")
sued the Debtor before the Supreme Court of the State of New York
- Kings County, and in October obtained a final judgment of
foreclosure and sale of the Debtor's property.  CPC, which
obtained a judgment of $21.2 million plus interest and costs,
scheduled a Feb. 7 public auction.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

"The purpose of the Chapter 11 petition is to reserve the assets
of the Debtor for the benefit of the creditors and equity holders
and to preserve priorities of creditors," Park Side explains in
court filings.

"The Debtor's financial difficulties were caused by CPC's breach
of contract that prevented completion of construction of the
Properties and a judgment of foreclosure entered in favor of CPC.

The Debtor's Chapter 11 counsel is Arnold Mitchell Greene, Esq.,
at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., in New
York.

CPC was represented in the state suit by:

         Raymond N. Hannigan, Esq.
         HERRICK FEINSTEIN LLP
         2 Park Avenue
         New York, NY 10016
         Tel: (212) 592-1400
         E-mail: rhannigan@herrick.com


PARK SIDE ESTATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Park Side Estates, LLC
        202 Grandview Avenue
        Monsey, NY 10952

Bankruptcy Case No.: 13-22198

Chapter 11 Petition Date: February 7, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

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

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

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

The petition was signed by Moshe Junger, managing member.


PMI MORTGAGE: Arch Capital to Acquire CMG Mortgage Insurance Unit
-----------------------------------------------------------------
Arch Capital Group Ltd. on Feb. 8 disclosed that its U.S.-based
subsidiaries (Arch U.S. MI) have entered into a definitive
agreement to acquire CMG Mortgage Insurance Company (CMG MI) from
its current owners, PMI Mortgage Insurance Co. (PMI), which has
been in rehabilitation under the receivership of the Arizona
Department of Insurance since 2011, and CMFG Life Insurance
Company (CUNA Mutual).  Arch U.S. MI also agreed to acquire PMI's
mortgage insurance operating platform and related assets from PMI.
This transaction will allow ACGL to enter the rapidly improving
U.S. mortgage insurance marketplace and will broaden its existing
mortgage insurance and reinsurance capabilities.  Arch U.S. MI
expects to hire the current experienced senior management team and
staff of PMI.  ACGL's global mortgage insurance and reinsurance
operations will report to Marc Grandisson, Chairman and CEO of
Arch Worldwide Reinsurance Group.

The transaction will provide Arch U.S. MI with nationwide mortgage
insurance licenses and a comprehensive mortgage insurance
operating platform.  Additionally, Arch U.S. MI expects to enter
into distribution and reinsurance agreements with CUNA Mutual,
which will continue to serve credit union customers on behalf of
Arch U.S. MI.  With these proposed arrangements, Arch U.S. MI will
gain significant access to the credit union marketplace
immediately upon closing.

It is anticipated that the transaction will close within 12
months, subject to approvals of the Arizona receivership court,
applicable regulators and government-sponsored enterprises (GSEs),
including the Federal National Mortgage Association (Fannie Mae)
and the Federal Home Loan Mortgage Corporation (Freddie Mac), and
the satisfaction of customary closing conditions. Additional
transaction highlights are included below.

Constantine (Dinos) Iordanou, Chairman and CEO of ACGL, commented,
"We are extremely pleased to be able to provide a strong source of
private capital to a U.S. mortgage insurance market in great need
of capacity, subject to obtaining all required approvals.  We
believe that this transaction, which is consistent with our
strategy of moving into new specialty lines of business where we
can hire experienced teams that fit our corporate culture, will
allow us to capitalize on significant opportunities in the U.S.
mortgage insurance marketplace.  The new operation will complement
our existing European Union-based mortgage insurance and global
reinsurance operations, providing us with a platform to
participate in mortgage insurance and reinsurance business on a
worldwide basis."

Marc Grandisson commented, "We are very gratified that PMI's
exceptionally strong management team and staff will be joining
Arch.  Together with our senior executives, they will form an
industry leading team with broad capabilities to meet our clients'
needs over the long term.  We are also extremely pleased to
partner with CUNA Mutual on an ongoing basis.  Their access to the
credit union marketplace and brand reputation should allow us to
secure a strong flow of credit union business."

"The petition being filed for court approval of this agreement is
a significant milestone and positive step in the PMI
receivership," said Germaine L. Marks, Director of the Arizona
Department of Insurance.  "The successful negotiation of this
transaction clearly evidences Arch's commitment to the private
mortgage insurance market, and the PMI receivership team looks
forward to building on that commitment and our relationship with
Arch as we move forward."

                 Additional Transaction Highlights

Outlined are some of the key components of the transaction, all of
which are subject to the terms and conditions included in the
related agreements:

-- At closing, it is currently estimated that Arch U.S. MI and its
affiliates will pay to the sellers aggregate consideration of
approximately $300 million. Additional amounts may be paid based
on the actual results of CMG MI's pre-closing portfolio over an
agreed upon period.

-- Arch U.S. MI will acquire all of the capital stock of CMG MI
and its affiliates.

-- Arch U.S. MI will acquire PMI's mortgage insurance operating
platform and related assets.

-- An affiliate of Arch U.S. MI will reinsure the run-off of in-
force insurance on current, non-delinquent loans included in the
primary mortgage insurance originated by PMI for book years 2009-
2011. Other than for the risks assumed by Arch U.S. MI's affiliate
under this reinsurance agreement, the Arch group will not assume
any obligation for risks insured under PMI's existing insurance
contracts.

-- Arch U.S. MI will also enter into a services agreement with PMI
to provide for necessary services to administer the run-off of
PMI's legacy business at the direction of PMI.

-- Subject to applicable regulatory and GSE approvals, an
affiliate of Arch U.S. MI will provide quota share reinsurance to
CMG MI through a reinsurance agreement that will become effective
prior to the closing.

                  About Arch Capital Group Ltd.

Arch Capital Group Ltd., a Bermuda-based company with
approximately $5.75 billion in capital at September 30, 2012,
provides insurance and reinsurance on a worldwide basis through
its wholly owned subsidiaries.

                        About PMI Mortgage

PMI Mortgage Insurance Co. is headquartered in Walnut Creek, CA
and provides credit enhancement solutions that expand
homeownership while supporting our customers and the communities
they serve.  Through its wholly and partially owned subsidiaries,
PMI offers residential mortgage insurance and credit enhancement
products.


PROVIDER MEDS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Provider Meds, LP
        P.O. Box 2176
        Forney, TX 75126

Bankruptcy Case No.: 13-30678

Chapter 11 Petition Date: February 6, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Kevin S. Wiley, Jr., Esq.
                  LAW OFFICES OF KEVIN S. WILEY, JR.
                  2700 Fairmount Street, Suite 120
                  Dallas, TX 75201
                  Tel: (469) 619-5721
                  Fax: (469) 619-5725
                  E-mail: kevinwiley@lkswjr.com

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

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

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

The petition was signed by Dr. Reef R. Gillum, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
OnSiteRX, Inc.                        13-30267            01/21/13
Pharmacy Solutions, LP                13-30268            01/21/13
ProvideRX of Grapevine, LLC           12-38039            12/28/12


REALTY FINANCE: Posts $207,000 Net Loss in 4th Quarter 2012
-----------------------------------------------------------
Realty Finance Corporation on Feb. 8 reported a net loss for the
year ended December 31, 2012 of $(207,000), or $(0.0066) per
diluted common share.  The loss for the year ended December 31,
2012 included a loss on an impairment of a joint venture in the
amount of $(226,000) or $(0.007) per diluted common share.  As
previously reported, the Company had net income for the year ended
December 31, 2011 of $1.1 million, or $0.037 per diluted common
share.

                             Liquidity

As of December 31, 2012, the Company had $4.4 million of
unrestricted cash, or approximately $0.138 per share, as compared
to $4.5 million of unrestricted cash, or $0.145 per share, as of
December 31, 2011.  For the years ended December 31, 2012 and 2011
the Company's primary sources of cash flow consisted of (i)
servicing fees, advancing agent fees and the senior collateral
management fee from its 2006 CDO ("CDO I") and (ii) advancing
agent fees from its interest in its 2007 CDO ("CDO II" and,
together with CDO I, the "CDOs"). The Company covers any operating
cash shortfalls with its unrestricted cash reserves.

The Company has no recourse debt obligations and limited
liabilities in the form of accounts payable.  The Company has a
non-recourse promissory note obligation with an outstanding
balance of approximately $.2 million as of December 31, 2012 as
compared to $.8 million as of December 31, 2011.

Incoming cash flows have been sufficient to cover the Company's
current operations; however, there is no guarantee that the
Company's future cash flows and remaining cash will be sufficient
to permit the Company to continue its operations for an extended
period of time.

Given the current state of the Company's investments, there can be
no assurance of any future distributions to stockholders.

                 Collateralized Debt Obligations

The Company has invested in the junior most bonds and equity in
the CDOs.  The CDO bonds are non-recourse to the Company.  The CDO
bonds contain interest coverage and asset over-collateralization
covenants that must be met in order for the Company to receive
cash flow distributions on its bonds and equity as well as a
portion of its collateral management fee.  As previously
announced, both CDOs have failed the over-collateralization tests.
As a result of these failures, net cash flows (other than the
senior collateral management, advancing agent and special
servicing fees from CDO I) from both CDOs continues to be diverted
to pay down principal of the senior-most bondholders.  With both
CDOs out of compliance with the over-collateralization covenants,
the Company has minimal cash flows from its primary business.  The
Company continues to act as the collateral manager for CDO I and
therefore continues to receive the senior collateral management,
advancing agent and special servicing fees associated with CDO I.
As was previously announced, in July 2009, the Company was removed
as the collateral manager for CDO II by MBIA, the controlling
class of CDO II bondholders.

The Company's investment in CDO I at the time of its formation was
$91.5 million.  As of December 31, 2012, there was approximately
$149 million of outstanding third party debt within CDO I, which
is senior to the Company's investment.  Such debt exceeds the
market value as determined by the Company of the CDO's underlying
assets.  This CDO has realized losses totaling approximately $72
million as of December 31, 2012.  Several of the Company's
remaining investments within this CDO are either in default or the
Company has reasonable expectations that they will go into
default.  As a result, the Company does not expect to recover any
of its $91.5 million investment in CDO I.

The Company's investment in CDO II at the time of its formation
was $120 million.  As of December 31, 2012, there was $519 million
of outstanding third party debt within CDO II which is senior to
the Company's investment. Such debt exceeds the market value as
determined by the Company of the CDO's underlying assets.  This
CDO has realized losses well in excess of the Company's investment
and the Company does not expect to recover any of its $120 million
investment in CDO II.

                      Financial Reporting

Prior to the year ended December 31, 2010, the Company
consolidated the CDOs into its financial statements.  However,
based on the guidance provided by the Consolidations Topic (Topic
810) of the Financial Accounting Standards Board Accounting
Standards Codifications, when an entity that was previously
consolidated as a variable interest entity, or VIE, has events
which potentially change the primary beneficiary, the Company
needs to evaluate whether or not the entity is still a VIE and
therefore whether the entity should be shown as part of the
Company's consolidated financial statements.  As of December 31,
2010 and as of the date hereof, the Company had and continues to
have no reasonable prospect or right to recover any of its
investment in either CDO nor is it obligated to absorb any further
CDO losses beyond its initial investment.  As such, the Company no
longer had the risks or rewards typically associated with
ownership.  Therefore, beginning as of December 2010, the Company
was no longer the primary beneficiary of either CDO and does not
include either the CDO's assets, liabilities, revenues or
expenses, as part of its financial statements.  As a result, the
accompanying consolidated financial statements do not consolidate
the assets, liabilities, revenues or expenses of the CDOs, but
rather present the Company's interest in the CDOs as an
unconsolidated equity interest.  In years prior to 2010, the
Company's consolidated financial statements included the assets,
liabilities, revenues or expenses of the CDOs.

                    Joint Venture Investments

The Company invested $16.5 million in the 1515 Market Street joint
venture.  The $70.0 million mortgage on this property was current
but matured in January 2012.  As of December 31, 2012 the Company
has taken impairment charges totaling $15.1 million.  For the year
ended December 31, 2012, the Company took an impairment charge of
$.8 million in connection with this investment.  No impairment
charges were taken for the year ended December 31, 2011.  The
$70.0 million mortgage on this property was current but matured in
January 2012 and negotiations with the lender to restructure the
debt were unsuccessful.  The lender subsequently sold the loan to
a non-related third party.  Subsequent to December 31, 2012, the
Company received a restructuring fee of $.45 million from the note
holder in exchange for the Company's cooperation in facilitating
the transfer of the Company's interest in the property.

The Company is obligated, among other things, to pay one-half of
any cash received from the 1515 Market Street joint venture in
satisfaction of its non-recourse promissory note; however, the
Company has taken the position and provided notice to the note
holder informing them that the restructuring fee is not a
distribution or payment from the 1515 Market Street joint venture,
and therefore not subject to the obligation to pay a portion to
the note holder.  As of December 31, 2012, the balance of this
obligation was adjusted to reflect the payment that would be due
under terms of the non-recourse note due to the receipt of the
restructuring fee should the company not be correct in it
interpretation of the terms of the note.  Accordingly, the
obligation was written down to approximately $.2 million and the
Company recognized debt forgiveness income of $.6 million. For
financial statement purposes, this debt forgiveness income was
recorded as a reduction of the impairment charge recorded for the
1515 Market Street Joint venture investment.  During the years
ended December 31, 2011 and 2012, the Company received
distributions in the amount of $0.945 million and $0 respectively
and made payments on the promissory note in the amount of $0.473
million (including interest) and $0 respectively.

In December 2012, the Company acquired through a special purpose
entity, an indirect minority interest in a hotel.  In connection
with the transaction, the Company entered into an Incentive Fee
Agreement and Asset Management Agreement.  Under these agreements,
the Company will perform certain asset management duties in
exchange for an asset management fee, and has the ability to earn
a promote should the hotel's performance meet or exceed
expectations.  There can be no assurances that the Company will
continue to receive such asset management fee in the future.
Furthermore, given the historical performance of the asset and the
significant amount of other debt secured by the asset, there can
be no assurances that any amounts will be paid pursuant to the
Incentive Fee Agreement.

As of December 31, 2011, the Company had additional equity
investments in two joint ventures.  These joint ventures, the KS-
RFC Shiraz ("Shiraz") joint venture and the KS-RFC GS ("GS") joint
venture have been fully reserved for.  The mortgages on the
properties owned by the GS and Shiraz joint ventures were in
default and during the year ended December 31, 2012 all of the
properties were foreclosed upon by their respective lenders. In
September 2011, the Company was awarded a judgment in
Massachusetts Superior Court totaling $5.5 million against certain
affiliates of KS Partners, LLC relating to defaults on mezzanine
loans involving two real estate portfolios. The defendants have
filed a notice of appeal.  The Company is pursuing collection
efforts against the defendants.  However, there can be no
assurance of any recovery whatsoever from either judgment, or the
timing of any such recovery.

                           Other Assets

The Company previously invested $9.8 million in two land
development loans with the same developer.  Both projects had
experienced significant delays and the inability to obtain
financing.  Both of these investments have been fully reserved
for.  The Company entered into a settlement arrangement with the
developer's guarantor whereby a series of payments would be made
during 2012 through 2014. As of December 31, 2012, the guarantor
has made $100,000 in payments with additional amounts due of
$50,000 in January and June 2013, $75,000 in November 2013 and
$75,000 in June 2014.  The guarantor has the ability to pre-pay
all remaining payments before June 2013 for an aggregate discount
of $50,000.  While the guarantor has made the initial payments,
including the January 2013 payment, it is uncertain if the
remaining ones will be satisfied. In the event of a default on the
payment schedule, the claims against the guarantor remain in
place.  During the year ended December 31, 2012, the company
recorded this transaction as income in the amount of $300,000.
The outstanding receivable balance of $200,000 as of December 31,
2012 assumes the guarantor will take advantage of the pre-payment
discount.

                Strategic Direction of the Company

The Company continues to focus on controlling operating expenses
while effectively managing its investments (including CDO I) and
increasing its cash position.  In connection with this, as of
January 1, 2013, the company renegotiated its agreement with
Waldron Rand and reduced its fees by approximately 40% to reflect
the lower workload associated with the legacy portfolio.  The
Company's Board of Directors (the "Board") has also been actively
seeking and evaluating a wide range of strategic alternatives,
including but not limited to entering into partnerships with
capital partners to pursue new transactions, making new
investments that it believes would generate accretive returns for
stockholders, restructuring the Company's investments, raising
capital, consummating a sale of the Company or its assets,
business combinations, liquidation and other similar transactions
in order to maximize stockholder value.  The Board's goal remains
to maximize stockholder value and, to that end, it has, and is
continuing to expend significant time on structuring, reviewing
and analyzing strategic alternatives.  All strategic alternatives
identified by the Company are thoroughly investigated by
conducting significant due diligence to determine their viability
and to permit the Board to make informed decisions as to the
merits of such alternatives.  The Board believes it will strive to
complete a transaction in 2013 if it finds a transaction that it
believes maximizes value beyond a liquidation of the company, thus
preserving some of its assets that would yield no value in
liquidation, such as the Net Operating Losses and others.

While the Board continues to explore various strategic options for
the Company, there is no guarantee that any alternative can be
realized or as to the timing or terms of any such event.  In
addition, the Company may, upon evaluation, ultimately determine
to liquidate the Company by winding down the affairs of its
business and distributing remaining cash, if any, to its
stockholders.

                             Dividends

As previously announced, the Company suspended dividends since the
fourth quarter of 2008 and the dividends are expected to continue
to be suspended in the foreseeable future.

                      Management Discussion

In February 2011, Mr. Daniel Farr resigned as Chief Financial
Officer and Treasurer of the Company and the Company's other two
employees resigned. Simultaneously, the Company engaged Waldron H.
Rand & Company, P.C. to provide certain day-to-day corporate,
finance, asset management and tax services to the Company.
Kenneth J. Witkin was appointed Treasurer of the company effective
upon Mr. Farr's resignation.

In June 2011, Mr. Douglas C. Eby resigned as Chairman of the
Board, Chief Executive Officer and President and as a member of
the Board.  Ricardo Koenigsberger was appointed interim Chief
Executive Officer and President effective on May 20, 2011.  The
Board determined not to appoint another director to fill the
vacancy on the Board.  No severance payments were made in
connection with Messrs.  Messrs. Farr's and Eby's resignations. As
previously announced, the Company relocated its offices in
conjunction with entering into a servicing agreement with Waldron
H. Rand and Company, P.C. For additional details, see the
Company's press release dated February 2, 2011.

In June 2012, the Company issued restricted shares of the
Company's common stock, with a fair value of $40,500 as of the
date of the award, to each of Messrs. Koenigsberger and Witkin, in
connection with their services as directors and officers of the
Company.  At the time of the issuance the shares were valued at
$.09 per share.  The resulting stock-based compensation is
included in general and administrative expenses in the
accompanying financial statements.  The restricted shares were
issued pursuant to the Company's Amended and Restated 2005 Equity
Incentive Plan and immediately vested.  In addition, the Company
awarded each of Messrs. Koenigsberger and Witkin with a cash
payment in the amount of their respective tax liabilities incurred
as a result of the restricted share awards.  The Company may grant
additional restricted shares to Messrs. Koenigsberger and Witkin
in the future from time to time, either under the Company's
Amended and Restated 2005 Equity Incentive Plan or outside of it,
and in each case subject to such vesting and related terms as the
Company deems appropriate as of the date of any such grants.

                      About Realty Finance

Realty Finance Corporation -- http://www.realtyfinancecorp.com
-- is a commercial real estate specialty finance company primarily
focused on managing a diversified portfolio of commercial real
estate-related loans and securities.


REVLON CONSUMER: Debt Increase No Impact on Moody's 'Ba3' CFR
-------------------------------------------------------------
Moody's Investors Service said Revlon Consumer Products
Corporation's increase of its 5.75% Senior Notes due 2021 to $500
million from $400 million does not impact the company's Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating or
stable outlook. The B1 rating on the proposed note offering is not
impacted by the upsize and the SGL-1 remains unchanged.

The last rating action on Revlon Consumer Products Corporation was
an upgrade of the company's Corporate Family Rating to Ba3 and the
assignment of a B1 rating to the company's proposed senior secured
note offering on February 5, 2013.

The principal methodology used in rating Revlon was the Global
Packaged Goods 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 New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company. The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O. Perelman. Revlon's
principal brands include Revlon, Almay, Sinful Colors, Pure Ice,
Charlie, Jean Nate, Mitchum, Gatineau, and Ultima II. Revlon's net
sales for the fiscal year ended December 31, 2012 were nearly $1.4
billion.


RYAN INT'L: Has $800,000 Offer From Astra Jet Unit
--------------------------------------------------
Brian Leaf, writing for Rockford Register Star, reports that AJet
Holdings, an affiliate of Astra Jet, an air charter company
launched last year in Florida, is offering $800,000 to acquire
Ryan International Airlines, the Rockford, Ill.-based carrier that
ceased operations Jan. 11 and said it would liquidate.

The report says U.S. Bankruptcy Judge Thomas Lynch will hold a
hearing Feb. 21 to consider approval of the sale.

AJet caters to leisure tour operators, leasing aircraft and crews
from airlines.  According to the report, buying Ryan would allow
Astra Jet to operate as a commercial airline, own planes, hire its
own crews and make regularly scheduled flights.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provided
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan had 460 employees, with the cockpit
crew, flight attendants and dispatchers represented by labor
unions.

Matthew M. Hevrin, Esq., and Thomas J. Lester, Esq., at Hinshaw &
Culbertson LLP, serve as the Debtors' counsel.  Silverman
Consulting serves as financial advisor.  The petition was signed
by Mark A. Robertson, executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


SAMUELS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Samuels Furniture Co., Inc.
        P.O. Box 771140
        Memphis, TN 38117

Bankruptcy Case No.: 13-21365

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/tnwb13-21365.pdf

The petition was signed by Harry D. Samuels, president.


SAN BERNARDINO: Article Discusses Use of Aquifer to Raise Funds
---------------------------------------------------------------
Cassie MacDuff, in an article for The Press-Enterprise, discussed
why the city of San Bernardino, California, cannot tap the Bunker
Hill Basin, an aquifer filled with millions of gallons of water,
and sell it to raise cash.  According to the article, public
relations maven Carl Dameron, of Dameron Communications, posed the
question: "why doesn't the bankrupt city tap that resource and
sell it to relieve the city's financial woes?" The city is "is
sitting on a veritable gold mine", the article notes.  According
to Ms. MacDuff, such would violate the city charter and state law;
and San Bernardino doesn' own sole rights to that water.

http://www.pe.com/local-news/columns/cassie-macduff-
headlines/20130204-san-bernardino-could-water-save-bankrupt-
city.ece


SANDPOINT CATTLE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sandpoint Cattle Company, LLC
        15175 U.S. Highway 30
        Lodgepole, NE 69149

Bankruptcy Case No.: 13-40219

Chapter 11 Petition Date: February 6, 2013

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

Debtor's Counsel: Robert F. Craig, Esq.
                  CRAIG/BEDNAR LAW
                  14301 FNB Parkway, Suite 203
                  Omaha, NE 68154
                  Tel: (402) 408-6000
                  Fax: (402) 408-6001
                  E-mail: robert@craiglawpc.com

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

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

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

The petition was signed by Michael Deutsch, member.


SAVE MOST: Hires Triggs & Reese as Accountants
----------------------------------------------
Save Most Desert Rancho, Ltd. has filed papers in U.S. Bankruptcy
Court to employ Triggs & Reese, Inc. as accountant and tax
professional.

The firm, will among other things, provide these services:

   a. review company's books on a quarterly basis, prepare
      adjusting journal entries;

   b. prepare quarterly financial statements on the income tax
      basis; and

   c. prepare Federal and California income tax returns annually.

The firm's Joseph H. Reese will bill the Debtor at $110 per hour
for accounting services; and $145 per hour for tax services

The accountant will also be paid a postpetition retainer in the
amount of $5,000.

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., owns multi-tenant office buildings
located at 23272 Mill Creek Drive, Laguna Hills, California and
200 South Main St., Corona, California.  Both properties are
managed by Foremost Business Parks, LLC, a related entity.

Save Most filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-23173) in Santa Ana, California on Nov. 15.  The Laguna Hills-
based company disclosed $10,134,997 in assets and $14,874,770 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Charles Kaminskas for Brighton Park, LP, general partner.
Michael G. Spector, Esq., in Santa Ana, Calif., represents the
Debtor as counsel.


SAVE MOST: Court Approves Michael G. Spector as Counsel
-------------------------------------------------------
Save Most Desert Rancho, Ltd., sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ the Law Offices of Michael G. Spector as Chapter 11
insolvency counsel.

The firm will, among other things, advise the Debtor with respect
to its rights, powers, duties and obligations as a debtor in
possession in the administration of this case, the management of
its financial affairs and the management of its income and
property, at these hourly rates:

      Michael G. Spector, Attorney        $410
      Vicki L. Schennum, Attorney         $380
      Paralegal                           $110
      Law Clerk                           $110

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

                 About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-23173) in Santa Ana, California on Nov.
15, 2012.  The Laguna Hills-based company disclosed $10,134,997 in
assets and $14,874,770 in liabilities as of the Chapter 11 filing.
The petition was signed by Charles Kaminskas for Brighton Park,
LP, general partner.

  
SIAG AERISYN: Can Hire General Capital to Sell Business
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized Siag Aerisyn LLC aka Aerisyn LLC to employ General
Capital Partners LLC as its investment banker.

The Debtor told the Court it would be beneficial to the estate to
employ an investment banker to assist in the marketing and
potential sale of the Debtor's assets as a going concern or its
equity interest in the event a plan is confirmed.  This employment
will be in addition to the Debtor's efforts in submitting a plan
of reorganization separate from the sale of the business,
according to the Debtor.

The investment banker is to market and seek a sale of the business
as a going concern for the purposes of maximizing the recovery for
the benefit of creditors as an alternative option to a workout
through a chapter 11 plan, the Debtor said.

The firm will receive $25,000 advisory fee payable upon the
effective date which shall be the entry of the order approving the
employment and execution of the retention agreement.  In addition,
the firm will receive a sliding scale commission for merger or
sale commencing at 6% of the first $2,000,000 and decreasing on
any sale proceeds.

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.

In its schedules, the Debtor disclosed $18,728,994 in total assets
and $24,261,855 in total liabilities.


SKILLMAN ESTATES: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Skillman Estates LLC
        580 5th Avenue, 34th Floor
        New York, NY 10036

Bankruptcy Case No.: 13-10386

Chapter 11 Petition Date: February 6, 2013

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

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

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

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

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-10386.pdf

The petition was signed by Martin Ehrenfeld, manager.


SPEEDY CASH: Moody's Affirms 'B3' CFR Following $100MM Debt Issue
-----------------------------------------------------------------
Moody's Investors Service affirmed Speedy Cash Holdings Corp's B3
Corporate Family Rating. Moody's also affirmed the B3 rating of
the senior secured notes issued by Speedy Cash Intermediate
Holdings Corp and guaranteed by Speedy Cash following the
company's $100 million issuance of the notes. The outlook is
stable.

Proceeds from the issuance will be primarily used to finance the
acquisition of Wage Day Advance Limited, a UK company which
provides consumer loans via the internet and over the phone.

The Corporate Family Rating reflects the company's exclusive focus
on the unbanked and underbanked consumer financial services
sector, which faces an increasingly challenging regulatory
environment and litigation risk. In addition, Speedy Cash remains
prone to integration-related risks associated with Money Box and
Wage Day acquisitions. At the same time, Moody's positively notes
on-going demand for the company's core products, strong store-
level profitability and successful integration process of Cash
Money to-date.

The debt issuance meaningfully increases the company's leverage as
reflected by the Debt/Equity ratio. Current ratings incorporate
the expectation that Speedy Cash will bring leverage down to the
pre-acquisition level during the outlook period. Moody's also
notes Speedy Cash's satisfactory debt coverage as reflected by the
EBIT/Interest Expense ratio.

The ratings could be upgraded if the company successfully
completes the integration of Money Box and Wage Day, as
represented by operating performance consistent with base
forecast, as well as builds up a substantial capital cushion (as
reflected by the Debt/Equity ratio) and achieves a more laddered
debt maturity profile.

The ratings could be downgraded due to a deterioration of Speedy
Cash's profitability, leverage, and liquidity position.

The rating outlook is stable, based on Moody's view that Speedy
Cash is well-positioned to manage the Money Box and Wage Day
acquisition integration and profitably grow its operations, and
that liquidity, access to capital, and leverage levels will be
carefully managed.

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

Speedy Cash, based in Wichita, Kansas, is a financial services
retailer serving the subprime consumer sector and has operations
in the US, UK and Canada.


STANDARD LIFE: A.M. Best Affirms 'B' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has revised the issuer credit rating (ICR) outlook
to negative from stable and affirmed the financial strength rating
(FSR) of B (Fair) and ICR of "bb+" of Standard Life & Casualty
Insurance Company (Salt Lake City, UT).  The outlook for the FSR
is stable.

The revised outlook for the ICR reflects Standard Life's
fluctuation in its modest absolute capital and surplus levels, the
challenges and uncertainties associated with changing its
strategic direction and its increased financial leverage.  In late
2011, Standard Life announced its exit from the individual major
medical market, its largest line of business.  This action was in
response to the challenges in the competitive and regulatory
environment resulting from health care reform legislation.  As
such, this may pose challenges and uncertainties in the company's
strategic ability to replace the loss of revenue.  Additionally,
Standard Life has taken on significant leverage to acquire assets
in late 2011 and 2012, which will require permanent financing.
This will further inhibit any future investments as the company
leverages its balance sheet with additional debt.

The ratings reflect Standard Life's improving capital levels and
more favorable operating results in 2012.  Additionally, the
company has an established distribution network that includes
solid relationships with independent marketing organizations and
brokers, which contract with captive and semi-captive agents.

Standard Life's ICR outlook could return to stable if the company
successfully executes its business strategy by generating
manageable, sustainable premium revenue and favorable underwriting
experience in some of its newer product lines, reduces its debt
leverage and grows absolute and risk-adjusted capital.
Alternatively, negative rating actions could occur if the
company's earnings trend declines or it incurs a material
depletion in its risk-adjusted capital and surplus, incurs
additional debt leverage or impairs assets.


SYLVAN CENTER: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sylvan Center, Inc.
        5153 Clarendon Crest St.
        Bloomfield Hills, MI 48302

Bankruptcy Case No.: 13-42229

Chapter 11 Petition Date: February 7, 2013

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

Judge: Marci B. McIvor

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

Estimated Assets: $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 four largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb13-42229.pdf

The petition was signed by Robert Kato, principal.


TOPAZ POWER: S&P Gives Prelim. 'BB-' Rating to $590MM Sr. Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' project rating to Topaz Power Holdings LLC's
$590 million senior secured facilities.  The preliminary recovery
rating is '2', indicating a substantial (70% to 90%) recovery if a
payment default occurs.  The preliminary ratings are subject to
S&P's review of executed documentation that includes terms the
project has represented and that S&P has included in its rating
conclusion.  S&P has not reviewed executed documents, and the
final rating could differ if any terms change materially from
S&P's assumptions.

The credit facilities will consist of a $560 million term loan B
due in February 2020 and a $30 million working capital revolving
facility (a $13 million draw expected at close, due in February
2017).  The facilities are pari passu and the outlook is stable.
The project will use net proceeds to refinance its existing senior
secured facilities, a $615 million term loan maturing in 2014
(about $528 million outstanding) and a $45 million revolving
facility maturing in 2013 (about $13 million currently drawn).

"The outlook on Topaz is stable, reflecting our expectation that
the project's heat rate call options will provide a base level of
cash flows until market conditions and merchant cash flow
improve," said Standard & Poor's credit analyst Mark Habib.

"We would likely lower the rating if merchant power markets in
ERCOT weaken such that we expect less than $100 million of annual
excess cash flow sweeps after the hedges roll off.  We could also
lower the ratings if operational problems or pricing differentials
result in larger than historical hedge losses that reduce debt
service coverage toward 1x in 2013 or 2014.  An upgrade is
unlikely at this time, but could occur if the project mitigates
its exposure to merchant market risk by entering into new hedging
agreements that increase cash flow predictability, or if we have
higher confidence in ERCOT market conditions if energy prices
there rise and stabilize," S&P said.


TXU CORP: 2017 Loan Trades at 35% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 65.31 cents-on-the-dollar during the week
ended Friday, Feb. 8, 2013, a drop of 0.44 percentage points from
the previous week, according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 210 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Feb. 8, 2013.

                        About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: 2014 Loan Trades at 30% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 70.11 cents-on-the-dollar during the week
ended Friday, Feb. 8, 2013, a drop of 5.42 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014.  The loan is
one of the biggest gainers and losers among 210 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Feb. 8, 2013.

                        About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNITED SURGICAL: S&P Retains 'B' Rating After $150MM Loan Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that United Surgical is
proposing a $150 million first-lien senior secured add-on to the
2019 term loan tranche.  The company is planning to use the
proceeds to refinance its $144 million first-lien term loan due
2014.  The issue-level rating on United Surgical's $672 million
(after add-on) senior secured first-lien term loan due 2019
remains 'B', with a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.  The corporate credit rating on
United Surgical is 'B'.  The outlook is stable.

The ratings on United Surgical Partners reflect its "highly
leveraged" financial risk profile, highlighted by debt leverage
greater than 9x including S&P's adjustment for preferred stock.
S&P's view of the company's "weak" business risk profile is
underpinned by its operating focus as an owner and operator of
ambulatory surgery centers.

RATINGS LIST

United Surgical Partners International Inc.
Corporate Credit Rating                         B/Stable/--

Ratings Unchanged

United Surgical Partners International Inc.
$672M sr secrd first-lien term loan due 2019    B
   Recovery Rating                               3


UNIVERSAL HOSPITAL: S&P Keeps B+ Rating After $220MM Notes Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Minneapolis, Minn.-
based Universal Hospital Services Inc. plans to issue a
$220 million add-on to its existing $425 million second-lien
senior secured notes.  The issue-level rating on this debt remains
unchanged at 'B+', with a recovery rating of '4', indicating
average (30% to 50%) recovery of principal in the event of a
payment default.

The company will use proceeds of the add-on notes to redeem the
outstanding $230 million second-lien senior secured floating rate
notes.  As a result, S&P expects no change in the company's
adjusted debt leverage, which was 5.2x at September 30, 2012.

The ratings on Universal Hospital Services Inc. (UHS) reflect the
company's "fair" business risk profile, characterized by its
narrow focus in the capital-intensive business of providing
movable medical equipment to health care facilities.  In S&P's
opinion, the financial sponsorship of UHS and likely debt-financed
acquisitions will preclude any significant reduction in its heavy
use of borrowing, supporting S&P's assessment of its financial
risk profile as "highly leveraged."

RATINGS LIST

Universal Hospital Services Inc.
Corporate Credit Rating             B+/Stable/--

Ratings Unchanged

Universal Hospital Services Inc.
Senior Secured
  $645M* second-lien notes           B+
   Recovery Rating                   4

*Includes $220M add-on.


US POSTAL: Posts $1.3-Billion Net Loss in Last 3 Months of 2012
---------------------------------------------------------------
The U.S. Postal Service ended the first three months of its 2013
fiscal year (Oct. 1 - Dec. 31, 2012) with a net loss of $1.3
billion.  Continued growth in Shipping and Package revenue (+4.7%)
and increased efficiency helped mitigate but could not fully
offset the financial effects of continued First-Class Mail volume
declines and costs that are beyond Postal Service management
control.  As a result, the Postal Service recently announced it
would move forward with accelerated cost-cutting actions necessary
to help maintain liquidity because Congress has not passed
comprehensive postal reform legislation.

The first quarter is traditionally the Postal Service's strongest
financial quarter, mainly due to the holiday mailing and shipping
season.  The Quarter One results were also aided by growth in
Standard (advertising) Mail during the months leading up to the
election.  The holiday season resulted in a strong increase in
competitive package volume as customers took advantage of Postal
Service Priority Mail flat rate pricing and increasingly turned to
the Postal Service for last-mile delivery.

"The encouraging results from our holiday mailing season cannot
sustain us as we move deeper into the current fiscal year and face
continuing financial challenges," said Postmaster General and CEO
Patrick Donahoe.  "By moving forward with the accelerated cost-
cutting actions directed by our Board of Governors, we will
continue to become more efficient and come closer to achieving
long-term financial stability.  We urgently need Congress to do
its part and pass legislation that allows us to better manage our
costs and gives us the commercial flexibility needed to operate
more like a business does.  This will help ensure the future
success of the Postal Service and the mailing industry it
supports."

One of the accelerated actions, announced earlier last week, is
the transition to a new delivery schedule during the week of
Aug. 5, 2013.  Packages will be delivered Monday through Saturday
and mail will be delivered Monday through Friday, resulting in an
annual cost savings of approximately $2 billion once the new
delivery plan is fully implemented.

The Postal Service continues to suffer from a severe lack of
liquidity.  Current projections indicate that the Postal Service
will once again have a low level of liquidity in the second half
of this year and that there will be insufficient funds to make the
required $5.6 billion payment due Sept. 30 to prefund retiree
health benefits.  Further, as was the case last year, this cash
position will worsen in October when the Postal Service is
required to make its' annual payment of approximately $1.4 billion
to the Department of Labor for workers' compensation.  Current
projections show the Postal Service will have less than five days
of operating cash reserves by the end of the 2013 fiscal year, an
unsustainable position given the lack of commercial flexibility to
react to possible economic downturns or other issues that may
impact liquidity.

"We have mitigated our losses through growing the package business
and continuing to improve our efficiency which reached a new
record in the most recent quarter.  However, our liquidity
concerns can only be fully resolved if Congress takes action to
address our unsustainable business model, including resolving the
overly-aggressive payment schedule to prefund retiree health
benefits," said Chief Financial Officer Joe Corbett.  "The Postal
Service will continue to prioritize payments to our employees and
suppliers ahead of those to the Federal Government to ensure that
we maintain high-quality customer service."

First Quarter Results of Operations Compared to Same Period Last
Year

-- Total mail volume of 43.5 billion pieces compared to 43.6
billion pieces

-- First-Class Mail volume declined 4.5 percent

-- Standard Mail volume increased 3.6 percent, with assistance
from the elections

-- Shipping and Package volume increased 4.0 percent

-- Operating revenue of $17.7 billion, a decrease of only $17
million or less than one percent

-- Operating expenses of $18.9 billion compared to $20.9 billion,
a decrease of 9.8 percent.

The large decrease in total operating expenses is attributable to
continued cost management actions and the Postal Service accruing
of only one legally required payment this year to prefund retiree
health benefits.  In 2012, the Postal Service was accruing amounts
related to two such payments -- one rescheduled from the previous
year.  The Postal Service was forced to default on both payments
last year ($11.1 billion) and may be forced to default on this
year's $5.6 billion payment absent passage of legislation.

Revenue from First-Class Mail, the Postal Service's most
profitable service category, decreased $237 million, or 3.1
percent from the same period last year, with a volume decrease of
834 million pieces, or 4.5 percent.  The continued migration
toward electronic communication and transactional alternatives is
the most significant factor contributing to this ongoing decline.

Standard Mail revenue increased $141 million, or 3.1 percent in
the first quarter compared to the same period last year on a
volume increase of 783 million pieces, or 3.6 percent.  This
increase is largely attributable to both official election and
political campaign mail related to the Presidential and
Congressional elections mailed during the quarter.

The Postal Service's shipping business continues to show solid
growth.  Shipping and Package revenue increased $154 million or
4.7 percent over 2012 first quarter results, fueled by the growth
of online shopping and the ongoing success of Postal Service
marketing campaigns to promote the value of USPS shipping
services.  Revenue from Parcel Return and Parcel Select Services
grew 19.2 percent over the same period last year as the Postal
Service continues to capitalize on its competitive advantage in
providing the "last mile" service.  First-Class Packages also
continued to show strong growth in the first quarter with an
increase in revenue of $52 million or 13.2 percent over the first
quarter of 2012.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

                   About The U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation -- 151 million residences, businesses and Post Office(TM)
Boxes.  The Postal Service(TM) receives no tax dollars for
operating expenses, and relies on the sale of postage, products
and services to fund its operations.  With 32,000 retail locations
and the most frequently visited website in the federal government,
usps.com(R), the Postal Service has annual revenue of more than
$65 billion and delivers nearly 40 percent of the world's mail.
If it were a private sector company, the U.S. Postal Service would
rank 35th in the 2011 Fortune 500.  In 2011, Oxford Strategic
Consulting ranked the U.S. Postal Service number one in overall
service performance of the posts in the top 20 wealthiest nations
in the world.  Black Enterprise and Hispanic Business magazines
ranked the Postal Service as a leader in workforce diversity.  The
Postal Service has been named the Most Trusted Government Agency
for six years and the sixth Most Trusted Business in the nation by
the Ponemon Institute.


VERINT SYSTEMS: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and issue-level rating on Melville, N.Y.-based Verint
Systems Inc. to 'BB-' from 'B+'.  The outlook is stable.  The
recovery rating on the first-lien secured debt remains '3', which
indicates expectations of meaningful (50% to 70%) recovery of
principal in the event of a payment default.

"The upgrade reflects the significant improvement in the company's
capital structure following the merger with Comverse, due to the
conversion of the preferred stock issue into common stock," said
Standard & Poor's credit analyst Jacob Schlanger.  Adjusted
leverage declines to under 4x from about 5x and S&P expects that
the company will continue to maintain leverage at or below 4x.

The ratings on Verint are based on S&P's assessment of the
company's "weak" business risk profile, reflecting reliance on
specialized product offerings within the highly competitive
software industry, and its "significant" financial risk profile,
characterized by moderately high leverage.

Favorable market growth--particularly through the recession--a
somewhat predictable and a growing revenue base stemming from high
renewal rates, and orders from existing customers in part offset
those factors.

Verint operates in the competitive security and business
intelligence industry, with vendors ranging from large diversified
companies to small private-point solution vendors.  The company
has grown rapidly as a result of organic growth and acquisitions,
and has completed more than 15 acquisitions since 2002.  The
largest acquisition was Witness Systems Inc. in May 2007, and
Vovici Corp. and Global Management Technologies in fiscal 2012,
which gave Verint scale efficiencies that improved its margins and
market position.

The outlook is stable, reflecting S&P's expectation that the
company will maintain leverage at or below 4X, which should
provide flexibility to pursue its growth strategy.  S&P could
raise the rating if the company further reduces leverage and
sustains it in the 2.5x area, while continuing to grow revenues
in the mid- to high-single digits and maintain margins near
current levels.

S&P could lower the rating if the company makes acquisitions or
undertakes other actions that would cause leverage to rise above
4.5x on a sustained basis.


VIVARO CORP: Court OKs Herrick Feinstein as Bankruptcy Counsel
--------------------------------------------------------------
Vivaro Corporation and its affiliates sought and obtained final
approval to employ Herrick, Feinstein LLP as principal bankruptcy
counsel.

Herrick Feinstein's John R. Goldman attests that the law firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's hourly rates range from:

     * $990 to $495 for members and counsel,
     * $580 to $290 for associates, and
     * $355 to $180 for legal assistants.

The firm will charge the Debtors for all other services provided
and for other charges and disbursements incurred in the rendition
of services.

                       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 Debtors are 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.

George P. Angelich, Esq., and George V. Utlik, Esq., at Arent Fox
LLP, serve as counsel to the Official Committee of Unsecured
Creditors.  BDO Consulting is the Committee's financial advisor.


VIVARO CORP: BDO Consulting Okayed as Committee's Fin'l Advisor
---------------------------------------------------------------
The Official Unsecured Creditors of Vivaro Corp. sought and
obtained permission from the U.S. Bankruptcy Court to retain BDO
Consulting as financial advisor.

The firm, will among other things, provide these services:

   a. analyze the financial operations of the Debtors pre and
      postpetition, as necessary;

   b. analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, post-petition
      financing, sale of all or a portion of the Debtor's assets,
      critical vendor payments, retention of management and/or
      employee incentive and severance plans; and

   c. conduct any requested financial analysis including verifying
      the material assets and liabilities of the Debtors, as
      necessary, and their values.

The firm's request for compensation for professional services
rendered will be based upon the time expensed to render the
services at these rates:

     Professional                          Hourly Rate
     ------------                          -----------
   Partners/Managing Directors            $475 to $795
   Directors/Sr. Managers/Sr.VP           $375 to $550
   Managers/Vice Presidents               $325 to $425
   Senior/Analysts                        $200 to $350
   Staff                                  $150 to $225

William K. Lenhart attests that the firm is a "disinterested
person" as the term 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 Debtors are 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.

George P. Angelich, Esq., and George V. Utlik, Esq., at Arent Fox
LLP, serve as counsel to the Official Committee of Unsecured
Creditors.  BDO Consulting is the Committee's financial advisor.


VIVARO CORP: Panel's Advisor Hires Independent Contractor
---------------------------------------------------------
The Official Unsecured Creditors of Vivaro Corp. sought and
obtained permission from the U.S. Bankruptcy Court to retain Bryan
L. Eagle, an independent contractor of BDO Consulting, the panel's
financial advisor.

The Committee has selected BDO Consulting, a division of BDO USA,
LLP, as its financial advisors.

Upon occasion BDO utilizes outside third party industry experts in
order to supplement its work.  Accordingly it has utilized the
services of Mr. Engle as an outside independent contractor.

The Committee says it needs the services of Mr. Engle to assess
and monitor efforts of the Debtors to maximize the value of the
estates.  Mr. Eagle has agreed to:

   a. consult with BDO on industry issues related to prepaid
      calling card and telecommunications;

   b. attend meetings and calls as requested by BDO, counsel to
      the Committee or members of the Committee; and

   c. review documents and providing written or oral feedback as
      requested by BDO, counsel to the Committee, or members of
      the Committee.

Mr. Engle's request for compensation for professional services
rendered will be based upon the time expensed to render the
services at the rate of $350 per hour.  Mr. Engle will also seek
reimbursement for expenses.

Mr. Engle is not owed any amounts for prepetition fees and
expenses.

Mr. Engle attests he is a "disinterested person" as the term 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 Debtors are 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.

George P. Angelich, Esq., and George V. Utlik, Esq., at Arent Fox
LLP, serve as counsel to the Official Committee of Unsecured
Creditors.  BDO Consulting is the Committee's financial advisor.


VIVARO CORP: Court Approves GCG Inc. as Claims and Noticing Agent
-----------------------------------------------------------------
Vivaro Corp. sought and obtained permission from the U.S.
Bankruptcy Court to employ GCG, Inc. as claims and noticing agent.

GCG has agreed to:

   a. distribute required notices to parties in interest,

   b. receive, maintain, docket and otherwise administer the
      proofs of claim filed in the Debtors' chapter 11 cases, and

   c. provide such other administrative services -- as required by
      the Debtors -- that would fall within the purview of
      services to be provided by the Clerk's Office.

The firm attests that it is a "disinterested person" as the term
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 Debtors are 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.

George P. Angelich, Esq., and George V. Utlik, Esq., at Arent Fox
LLP, serve as counsel to the Official Committee of Unsecured
Creditors.  BDO Consulting is the Committee's financial advisor.


WESTMORELAND COAL: Moody's Lifts Rating on $275MM Debt to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
Westmoreland Coal Company to positive from stable, and raised the
rating on the existing $275 million senior secured notes due 2018
to Caa1 from Caa2. The corporate family rating of Caa1, the
probability of default rating of Caa1-PD and speculative grade
liquidity rating of SGL-3 remain unchanged.

Ratings Rationale:

The change in outlook reflects Moody's acknowledgement that
Westmoreland's acquisition of the Kemmerer mine improves the
company's longer-term ability to generate EBITDA and cash flow.
Moody's also believes that Westmoreland's mine-mouth business
model, which includes predominantly cost-plus contracts, is less
impacted by the challenging coal market fundamentals.

The change in outlook reflects Moody's expectation that over the
rating horizon the company will be able to generate consistent
EBIT margin in the 3% - 4% range, reflecting significant
contracted position, reliance on multi-year contracts with long-
term, established customers, and contractual provisions that help
ensure cost recovery and margin stability. Moody's expects that
the company's leverage metrics will improve relative to historical
levels and will track in the 4x -- 5x range (as adjusted). Given
the company's capital requirements Moody's expects the company to
be able to generate free cash flow and pare down debt. The ratings
are constrained by the high interest burden, as reflected in the
company's low coverage metrics, with EBIT/ Interest expected to
remain under 1x. The ratings also reflect small scale and high
event risk, due to company's reliance on a few key coal mines and
significant customer concentration. For example, the company's
metrics could be significantly impacted to the extent that one or
more key customers switches to lower fuel alternatives (e.g.
natural gas) or otherwise discontinues relationship with the
company, or if the company encounters geological issues at one of
its mines, particularly Kemmerer which is a significant EBITDA
contributor and utilizes cost-plus contracts to a lesser degree
than the company's other mines. Moody's also notes that the
company's ROVA plant is contracted to supply power to Dominion
Virginia Power until 2020, while its coal supply agreements,
priced significantly below market, will expire in 2014 and 2015.
Unless the company is able to renegotiate its contracts with
Dominion or take other measures, ROVA will likely begin to incur
losses in 2014, which could negatively affect the company's
metrics.

Moody's upgraded the existing $275 million senior secured notes to
Caa1 from Caa2 to reflect the benefit from the improved collateral
coverage following Kemmerer acquisition and integration. The
secured notes are rated in accordance with Moody's loss-given
default methodology.

The company's speculative grade liquidity of SGL-3 remains
unchanged and reflects Moody's expectation that Westmoreland will
maintain an adequate liquidity profile over the next 12 months,
but that it may have limited headroom under WML's debt covenants.
At September 30, 2012, liquidity included over $50 million in cash
and over $40 million available under revolving facilities. There
are no significant near-term debt maturities.

Ratings could be upgraded if leverage is consistently maintained
and is sustainable at below 5x Debt/EBITDA, and EBIT to interest
is expected to track above 1x (all ratios include Moody's
adjustments).

The ratings could come under pressure if free cash flows are
persistently negative, if liquidity deteriorates, if Debt/ EBITDA
rises above 7.0x or if EBIT margins turn negative. The ratings
could also be downgraded if the company faces significant
operational issues, or if there are adverse regulatory
developments in the thermal coal market.

The principal methodology used in this rating was the Global
Mining Industry Methodology published in May 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.


WESTWAY GROUP: S&P Assigns Prelim. 'BB-' Rating to $300MM Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' rating to Westway Group LLC's proposed
$270 million senior secured term loan B due 2020 and a $30 million
revolving credit facility due 2018.  S&P also assigned its
preliminary '3' recovery rating to the senior secured debt.  The
outlook is stable.

Westway is a limited-purpose entity that provides bulk liquid
storage, with a focus on agricultural and chemical end markets.
Westway is 100% indirectly owned by EQT, a EUR19 billion private
equity manager with investments with an industrial focus.  The
project will initially be capitalized with $179 million of equity
and $270 milion of debt.  Westway operates 19 bulk liquid storage
terminals across a geographically diverse footprint, primarily
with a focus on niche commodities including biodiesel,
agricultural products, and chemicals.

The proposed debt structure will consist of a five-year
$30 million revolving credit facility and a seven-year
$270 million term loan, with 1% mandatory annual amortization
payments and a 100% cash sweep (i.e., any free cash flow will go
to repay debt) with step-downs based on total net leverage.  The
facilities are secured by a perfected first lien on all of the
equity interests of Westway and substantially all assets related
to its operating subsidiaries (65% in the case of foreign
subsidiaries).  Financing terms allow for a $40 million add-on to
the term loan B provided that Westway will use proceeds to fund
the cost of growth projects with contracted cash flow coming on
within 12 months of incurring the incremental debt.  Per S&P's
understanding of the loan documents, debt prepayments will be
mandatory for net asset sale proceeds (100%) and new debt issuance
(100%).  The preliminary credit agreement also has negative
covenants preventing additional debt, liens, guarantees, mergers
and acquisitions, certain asset sales, restricted payments,
transactions with affiliates, and unapproved investments.

"Finally, we expect that Westway's direct parent, Bishop
Infrastructure II Acq Co., will meet Standard & Poor's criteria
for special-purpose, bankruptcy-remote entities, including the
provision of an independent director and a nonconsolidation
opinion," said Standard & Poor's credit analyst Nora Pickens.

The stable outlook on the preliminary rating reflects S&P's
expectation that the market for Westway's storage products will
remain stable in the short term.  S&P could raise the rating if
the project signs new, longer-dated storage agreements with
creditworthy counterparties such that contracted cash flow raises
DSCRs above 3x.  S&P could lower the rating if sector fundamentals
deteriorate or competition from regional or overseas facilities
erode storage pricing significantly, such that DSCRs fall below
1.5x, thus increasing the risk of refinancing when the term loan
comes due in 2020.


WOODLAKE GOLF: Files Chapter 22 to Halt Foreclosure
---------------------------------------------------
Patrick Danner, writing for San Antonio Express-News, reports that
Woodlake Golf Club LLC filed for bankruptcy protection on Feb. 4,
the second time in about 13 months.  The second bankruptcy was
made to thwart a foreclosure sale set the next day initiated by
the San Antonio River Authority.

The club owns the 186-course at 6500 Woodlake Parkway.  According
to the report, General Manager John Clay said Woodlake has
received a couple of offers on the property and needs time to work
through them.  At the same time, he said the course's partners are
working to make the course profitable.

Woodlake Golf Club, LLC, first filed for Chapter 11 protection
(Bankr. W.D. Tex. Case No. 11-54453) on Dec. 29, 2011.

According to San Antonio Express-News, the case was dismissed in
October 2012 because it failed to file a reorganization plan
detailing how it would repay creditors.  In its first bankruptcy,
Woodlake listed $3.1 million in assets and about $2 million in
liabilities.

In the previous case, the report recounts, Woodlake disclosed it
was negotiating a sale of its 7.5-acre driving range to Boerne's
Klutts Investments LLC.  But the deal fell through, Mr. Clay said.
Klutts had an interest in building a multifamily residential
project.

According to the report, after Woodlake's case was dismissed,
the course's first lien holder, Presto-Nova Woodlake Ltd., moved
to foreclose on the course.  A foreclose auction was posted for
Dec. 4, but Clay said it was pulled before the scheduled sale.
The San Antonio River Authority then posted the property for a
foreclosure sale.


WORSHIP IN TRUTH: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Worship in Truth Church of God in Christ
        9215 Arrow Rte.
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 13-12157

Chapter 11 Petition Date: February 7, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark D. Houle

Debtor's Counsel: Keith Q. Nguyen, Esq.
                  ATLANTIS LAW FIRM
                  9330 Base Line Rd Ste 208
                  Rancho Cucamonga, CA 91701
                  Tel: (951) 227-6603
                  Fax: (951) 667-7696
                  E-mail: keith.attorney@gmail.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Broadway Federal Bank                            $1,273,012
170 N. Market St.
Inglewood, CA 90301

The petition was signed by Kevin T. Moreland, pastor/president.


ZUFFA LLC: Moody's Rates New $510MM Senior Secured Loan 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD4, 51%) rating to
Zuffa, LLC's (Ba3 Corporate Family Rating) new senior secured
credit facility, comprising a $60 million 5-year revolving
facility and a $450 million 7-year Term Loan B. Net proceeds will
be used to refinance its existing debt, including a $463 million
senior secured Term Loan B due 2015 (rated Ba3) and $50 million
revolver maturing in 2015.

Moody's also changed Zuffa's rating outlook to stable from
positive due to higher than expected volatility in the company's
revenue and profits, as well as higher leverage. The company's Ba3
CFR and Ba3-PD PDR (Probability of Default Rating) remain
unchanged.

In Moody's view, the company's cash flow volatility is due to the
reliance on a few number of sporting events per period and the
consequent vulnerability to the underperformance or cancellation
of any single event. The cancellation of one of the ten planned
pay-per-view (PPV) events in North America in 2012 led to material
EBITDA underperformance for Zuffa, despite the significantly
higher television broadcast rights fees garnered in the year.
While the company has made important strides in the
diversification of its revenue sources and increase in contractual
revenue, particularly through its multi-year television licensing
deal with Fox in 2011, over half of its revenue is still derived
from PPV events. In addition, Zuffa's PPV events have experienced
declining buys per event at the same time the company has
increased the number of live broadcast and cable television
events. Moody's believes that increased television programming may
continue to dampen growth in PPV revenue in the coming years.

As a result of the unexpected challenges in 2012, the company's
debt-to-EBITDA leverage (including Moody's standard adjustments)
increased to 4.6x at year end 2012 from 3.3x in 2011, instead of
declining to under 3.0x as was expected earlier in the year. This
volatility in credit metrics constrains the company's ratings to
the Ba3 category, despite its substantial growth opportunities in
international markets and contracted increases in television
rights fees well into the intermediate term. In the absence of
further unanticipated challenges, Moody's expects Zuffa to de-
lever steadily over time to under 3.0x based on solely EBITDA
growth. However, Moody's believes that management is likely to
utilize the incremental debt capacity under its current rating to
invest in acquisitions or other growth opportunities, or increase
distributions to its owners as it has done in the past, and
maintain leverage above 2.5x.

The following is a summary of the rating actions:

Assignments:

Issuer: Zuffa, LLC

  $450 million Sr. Secured Term Loan B due 2020, Assigned Ba3
  (LGD4, 51%)

  $60 million Sr. Secured Revolving Credit Facility due 2018,
  Assigned Ba3 (LGD4, 51%)

Outlook Changes:

Issuer: Zuffa, LLC

  Rating Outlook Changed to Stable from Positive

Rating Rationale:

Zuffa's Ba3 CFR reflects its premium MMA platform and brands,
strong free cash flow and superlative international revenue growth
prospects in the expanding sport of MMA, as well as the risks
associated with the company's revenue concentration on a limited
number of events and the resultant potential for volatility in
credit metrics. The rating considers the company's first mover
advantage and the growing popularity of UFC, with its relative
large scale and brand strength in MMA, and its large contractually
bound pool of fighters with superior opportunities for exposure
and profit, which help serve as an effective barrier to entry.
However, the rating also considers the still fairly limited tenor
of the sport relative to other established sports, Zuffa's small
size and dependence on pay-per-view event revenues that are
vulnerable to numerous variables including the timing of events,
fighter injuries and the popularity of matchups. . The rating is
supported by management's commitment to maintain a moderate amount
of debt and leverage, although Moody's expects the company to
pursue acquisitions or other growth opportunities within the
bounds of its debt capacity under its current rating. Though the
majority owners have significant financial resources, they have a
history of speculative financial-risk tolerance, which constrains
the rating to the Ba category.

The stable outlook reflects Zuffa's continued growth opportunities
driven by increasing revenue contributions from key sponsorships,
licensing, and domestic and international television rights fees.
The outlook accounts for potential volatility in the company's
credit metrics depending on timing and performance of its
individual events, though Moody's expects leverage to trend
downwards through EBITDA growth over the next 12-18 months.

Ratings could be upgraded if the increasing mainstream acceptance
of the MMA sport continues while the company demonstrates
consistent revenue growth and stable margin characteristics, such
that it can sustain leverage under 2.5x and free cash flow-to-debt
of above 20%. Continued revenue diversification and an increase in
contractual revenue that reduces volatility in operating metrics
will be important factors when considering a rating upgrade.

Significantly lower revenue and free cash flow growth over an
extended period due to possible reduced fan affinity, or a major
dividend or debt financed acquisition resulting in debt-to-EBITDA
being sustained over 4.0x could result in a downgrade of the
rating. An unusual or disrupting event such as a terrorist act or
a natural disaster affecting the operations of the company, or an
adverse legal judgment not mitigated by insurance proceeds nor
free cash flow could place the ratings under downward pressure as
well.

Zuffa's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Zuffa's core industry and
believes Zuffa's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


ZUFFA LLC: S&P Assigns 'BB' Rating to $510MM Sr. Secured Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Zuffa LLC's proposed $510 million senior secured credit
facility.  S&P also assigned this debt a recovery rating of '4',
indicating its expectation of average (30% to 50%) recovery for
lenders in the event of a payment default.  The proposed facility
consists of a $60 million senior secured revolving credit facility
due 2018 and a $450 million senior secured term loan due 2020.
The company expects to use proceeds from the issuance to repay its
existing credit facilities.

At the same time, S&P affirmed its 'BB' corporate credit rating on
Zuffa.  The rating outlook is stable.

The corporate credit rating on Zuffa LLC reflects S&P's assessment
of the company's business risk profile as "fair" and S&P's
assessment of the company's financial risk profile as
"aggressive," according to its criteria.

"Our assessment of Zuffa's business risk profile as fair reflects
the potential for revenue and EBITDA volatility given its
primarily event-driven business model, its vulnerability to
changing consumer preferences, and susceptibility to variability
in discretionary spending.  While Zuffa currently benefits from
a strong fan base, we believe that to sustain this advantage, the
company needs to keep developing fighters that appeal to its 18-
to 34-year-old target demographic, and preserve the current
regulatory acceptance of the sport.  Event risks such as a fatal
injury, changes to the rules and regulations governing the sport,
and its legal status in some jurisdictions could have a meaningful
impact on Zuffa's business model and long-term viability.  We
believe these risks partly are offset as Zuffa continues to grow
and benefit from its strong market position and well-recognized
Ultimate Fighting Championship (UFC), bolstered by its seven-year
multimedia rights agreement with Fox Sports Media Group," S&P
said.

"Our assessment of Zuffa's financial risk profile as aggressive
reflects its aggressive financial policy, illustrated by the high
level of distributions in recent years and its relatively high
debt leverage.  We expect Zuffa to continue pursuing moderate
distributions over time, likely precluding any meaningful
sustained improvement to the financial risk profile.  These
factors partly are offset by our belief that Zuffa's strong EBITDA
margin and healthy cash flow conversion rate are sustainable over
the near to intermediate term," S&P added.


* Moody's Notes Surging Online Sales
------------------------------------
Online sales of apparel and footwear have reached a critical mass,
Moody's Investors Service says in a new report, "Apparel Retailers
at the Crossroads." Online sales now exceed 10% of all apparel and
footwear sales in the US, which means retailers face some
strategic decisions.

"We estimate that in the US online apparel and footwear sales will
top $40 billion in 2013 and $45 billion in 2014," says Vice
President and author of the report Margaret Taylor. "The online
channel is now a crucial driver of growth for clothing and
footwear retailers, to the benefit of the entire sector."

But department stores and specialty apparel retailers must make
some critical strategic decisions around store counts, marketing
and how they spend their capital if they are to remain relevant
over the long term, Taylor says. "Those that invest in technology,
fulfillment capabilities and inventory to provide a seamlessly
integrated store and online shopping experience will benefit the
most from increasing online sales."

At the same time, retailers must invest in branding and store
experience to build customer relationships by providing what
online cannot, that is, engaging and friendly face-to-face
experience, backed up by helpful customer service. Moody's
considers department stores Nordstrom and Macy's, as well as Gap,
the specialty apparel retailer, to be leaders in providing an
integrated, multi-channel shopping experience.

"The strong growth in online apparel and footwear sales gives
department stores and specialty apparel retailers the opportunity
to expand their customer bases," Taylor says. "It should also help
department stores combat a decade-long secular decline in brick-
and-mortar sales." Indeed, it was that decline that first prompted
stores including Nordstrom and Macy's to invest heavily in their
online business.

Off-price retailers such as TJX Companies remain on the sidelines,
however, currently selling little or no merchandise online.
Nonetheless, they could gain a late-mover advantage if they build
online businesses that are integrated with their physical stores,
Taylor says. And in doing so they could also avoid the headaches
the early movers faced in blending separate online and brick-and-
mortar divisions.


* BOND PRICING -- For Week From Feb. 4 to 8, 2013
-------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
1ST BAP CHUR MEL     7.500 12/12/2014     5.000
AES EASTERN ENER     9.000   1/2/2017     1.750
AES EASTERN ENER     9.670   1/2/2029     4.125
AGY HOLDING COR     11.000 11/15/2014    50.500
AHERN RENTALS        9.250  8/15/2013    58.835
ALION SCIENCE       10.250   2/1/2015    49.100
AMBAC INC            6.150   2/7/2087    13.000
ATP OIL & GAS       11.875   5/1/2015     3.375
ATP OIL & GAS       11.875   5/1/2015     3.375
ATP OIL & GAS       11.875   5/1/2015     4.080
BUFFALO THUNDER      9.375 12/15/2014    33.000
CENGAGE LEARN       12.000  6/30/2019    37.000
CHAMPION ENTERPR     2.750  11/1/2037     1.000
DELTA AIR 1992B2    10.125  3/11/2015    30.000
DOWNEY FINANCIAL     6.500   7/1/2014    64.250
DYN-RSTN/DNKM PT     7.670  11/8/2016     4.500
EASTMAN KODAK CO     7.000   4/1/2017    12.292
EASTMAN KODAK CO     7.250 11/15/2013    15.300
EASTMAN KODAK CO     9.200   6/1/2021    12.688
EASTMAN KODAK CO     9.950   7/1/2018    13.000
EDISON MISSION       7.500  6/15/2013    48.125
ELEC DATA SYSTEM     3.875  7/15/2023    95.000
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/2/2018     1.220
FIBERTOWER CORP      9.000 11/15/2012     3.000
FIBERTOWER CORP      9.000   1/1/2016    28.000
FULL GOSPEL FAM      8.400  6/17/2031    10.067
GE-CALL02/13         5.250  2/15/2016   100.047
GE-CALL02/13         5.500  2/15/2023   100.024
GEOKINETICS HLDG     9.750 12/15/2014    54.000
GEOKINETICS HLDG     9.750 12/15/2014    54.000
GLB AVTN HLDG IN    14.000  8/15/2013    18.900
GLOBALSTAR INC       5.750   4/1/2028    63.000
GMX RESOURCES        4.500   5/1/2015    50.775
HAWKER BEECHCRAF     8.500   4/1/2015     9.000
HAWKER BEECHCRAF     8.875   4/1/2015    16.000
HCA INC              6.250  2/15/2013   100.050
HORIZON LINES        6.000  4/15/2017    30.000
INTL LEASE FIN       4.100  2/15/2013   100.047
JAMES RIVER COAL     4.500  12/1/2015    39.750
JEHOVAH-JIREH        7.800  9/10/2015    10.000
KRAFT FOODS INC      6.000  2/11/2013    98.834
LAS VEGAS MONO       5.500  7/15/2019    21.000
LBI MEDIA INC        8.500   8/1/2017    26.125
LEHMAN BROS HLDG     0.250 12/12/2013    21.500
LEHMAN BROS HLDG     0.250  1/26/2014    21.500
LEHMAN BROS HLDG     1.000 10/17/2013    21.500
LEHMAN BROS HLDG     1.000  3/29/2014    21.500
LEHMAN BROS HLDG     1.000  8/17/2014    21.500
LEHMAN BROS HLDG     1.000  8/17/2014    21.500
LEHMAN BROS HLDG     1.250   2/6/2014    21.500
MF GLOBAL LTD        9.000  6/20/2038    74.500
MOHEGAN GAMING       6.125  2/15/2013   100.100
ONCURE HOLDINGS     11.750  5/15/2017    43.500
OVERSEAS SHIPHLD     8.750  12/1/2013    42.000
PENSON WORLDWIDE    12.500  5/15/2017    24.375
PENSON WORLDWIDE    12.500  5/15/2017    41.500
PEPSICO INC          4.650  2/15/2013   100.023
PLATINUM ENERGY     14.250   3/1/2015    65.200
PLATINUM ENERGY     14.250   3/1/2015    51.500
PMI CAPITAL I        8.309   2/1/2027     0.125
PMI GROUP INC        6.000  9/15/2016    32.000
POWERWAVE TECH       1.875 11/15/2024     4.875
POWERWAVE TECH       1.875 11/15/2024     4.875
POWERWAVE TECH       3.875  10/1/2027     4.875
POWERWAVE TECH       3.875  10/1/2027     5.000
RADIAN GROUP         5.625  2/15/2013   100.000
RADISYS CORP         2.750  2/15/2013   100.000
RESIDENTIAL CAP      6.875  6/30/2015    29.500
SAVIENT PHARMA       4.750   2/1/2018    25.750
SCHOOL SPECIALTY     3.750 11/30/2026    41.750
SYNOVUS FINL         4.875  2/15/2013    99.875
TERRESTAR NETWOR     6.500  6/15/2014    10.000
TEXAS COMP/TCEH     10.250  11/1/2015    28.500
TEXAS COMP/TCEH     10.250  11/1/2015    22.489
TEXAS COMP/TCEH     10.250  11/1/2015    23.300
TEXAS COMP/TCEH     15.000   4/1/2021    37.075
TEXAS COMP/TCEH     15.000   4/1/2021    30.600
THQ INC              5.000  8/15/2014    36.965
TL ACQUISITIONS     10.500  1/15/2015    30.750
TL ACQUISITIONS     10.500  1/15/2015    35.000
TOUSA INC            7.500  1/15/2015     0.001
TOUSA INC           10.375   7/1/2012     0.001
UAL 1991 TRUST      10.020  3/22/2014    11.250
UNITEDHEALTH GRP     4.875  2/15/2013    99.959
US BANCORP           2.125  2/15/2013   100.015
USEC INC             3.000  10/1/2014    40.125
VERSO PAPER         11.375   8/1/2016    42.140
WCI COMMUNITIES      4.000   8/5/2023     0.375
WCI COMMUNITIES      4.000   8/5/2023     0.375


                            *********

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
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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
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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