TCR_Public/130212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, February 12, 2013, Vol. 17, No. 42

                            Headlines

21ST CENTURY: S&P Rates Series 2013A & 2013B Revenue Bonds 'BB-'
38 STUDIOS: Releases 401(k) Plans for Ex-Employees
A&S GROUP: GGG Out After Managing Member Named Debtor's CEO
A123 SYSTEMS: March 13 Hearing on Liquidating Plan Outline
ADVANTAGE SALES: S&P Corrects Feb. 7 Ratings Release

AHERN RENTALS: Bondholders File Rival Bankruptcy-Exit Plan
AMEREN ENERGY: S&P Lowers CCR to 'CCC+' on Weak Power Prices
AMERICAN AIRLINES: Boards to Meet Tomorrow; Deal May Be Unveiled
AMERICAN AIRLINES: AEA Unions Object to Contract With Republic
AMPAL-AMERICAN: Committee Moves to Force Payment of Fees

AMPAL-AMERICAN: Bondholders Seek to Examine Treaty Dispute
API TECHNOLOGIES: S&P Puts 'B' CCR on CreditWatch Negative
ARIZONA GRANUALATION: Case Summary & 20 Largest Unsec. Creditors
AVAYA INC: Moody's Rates New Exchange Notes Caa1; Affirms B3 CFR
BERNARD L. MADOFF: Trustee Has $90.3MM Judgment Against Peter

CABLEVISION SYSTEMS: Bresnan Sale No Impact on Moody's 'Ba2' CFR
CAMP INTERNATIONAL: Moody's Cuts First Lien Debt Rating to 'B3'
CCH II: Moody's Changes Outlook to Stable After Bresnan Purchase
CHINA NATURAL: Hedge Fund Asks Court to Put Firm in Chapter 11
CHINA NATURAL GAS: Involuntary Chapter 11 Case Summary

CIRCLE FAMILY: Case Summary & 20 Largest Unsecured Creditors
COCOPAH NURSERIES: Court OKs Hochman Salkin as Tax Counsel
COLLEGE BOOK: Bradley Arant Resigns as Debtor's Counsel
COLFAX CORP: S&P Rates $2 Billion Senior Secured Facility 'BB+'
COMMONWEALTH EDISON: Fitch Affirms 'BB+' Preferred Stock Rating

COMMUNITY HEALTHCARE OF DOUGLAS: Case Summary & Creditors' List
CONTINENTAL AIRLINES: Dreamliner Woes No Impact on Moody's Rating
CRAWFORDSVILLE LLC: Committee Retains SugarFGH as Counsel
DOLLAR GENERAL: Moody's Eyes Possible Ratings Upgrade
EDUCATION HOLDINGS: Has $7 Million Loan Approved

EL FARMER: Hires Modesto Bigas as Counsel
FLAT OUT: Seeks to Auction Flat Top Grill Assets
FRIENDSHIP DAIRIES: Can Employ Raymond Hunter as Dairy Consultant
FRIENDSHIP DAIRIES: Robbins Salomon Replaces Levenfeld
GAMETECH INT'L: Charles Jobson Discloses 4.7% Equity Stake

GEOKINETICS INC: Voting Deadline for Prepackaged Plan on March 8
GEOMET INC: Robeco No Longer Owned Shares as of Dec. 31
GLYECO INC: Amends Asset Purchase Pact with Renew Resources
GOLD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
GRAND JUNCTION: Case Summary & 20 Largest Unsecured Creditors

GREEN EARTH: Former Mid-West Fuels President Named to Board
GREEN ENERGY: Chiropractic Associates Director Named to Board
GSC GROUP: Kaye Scholer Can't Keep Fees: Says U.S. Trustee
HAMPTON ROADS: Davidson Kempner No Longer Had Shares as of Dec. 31
HIGH LINER: Credit Facility Changes No Impact on Moody's 'B1' CFR

HORIZON LINES: Acquires Three Vessels for $91.8 Million
HOSTESS BRANDS: Has Green Light to Auction Brands in March
HOSTESS BRANDS: Workers Seeking Higher Wages From Buyers
HYPERTENSION DIAGNOSTICS: Issues $200,000 Notes to 2 Directors
IMAGEWARE SYSTEMS: Traditional Investment Holds 7.6% Equity Stake

INDIEPUB ENTERTAINMENT: Suspends Reporting Obligations with SEC
INTELLIPHARMACEUTICS: Isa Odidi Discloses 40.8% Equity Stake
ISOLA USA: Heavy Debt Burden Cues Moody's to Cut CFR to 'Caa2'
ISTAR FINANCIAL: Diamond Hill Discloses 5.5% Equity Stake
ISTAR FINANCIAL: BlackRock Discloses 6.8% Equity Stake

JEFFERSON COUNTY: Indenture Trustee Seeks to Spread Payments
JEFFERSON COUNTY: S&P Lowers Rating on Sewer Warrants to 'D'
JEFFERSON COUNTY: Bondholders Sue Over Sewer Payments
LEGENDS GAMING: Debtor and Chickasaws Sue One Another
LEHMAN BROTHERS: LBI Trustee Earmarks $15.2 Billion for Clients

LEHMAN BROTHERS: Standard Chartered Suit Dismissal Approved
LEVI STRAUSS: Reports $143.8 Million Net Income in Fiscal 2012
LHI HOLDCO: S&P Assigns 'B-' CCR; Rates $10MM Revolver 'B+'
LIGHTSQUARED INC: Seeks Plan Filing Exclusivity Until May 31
LIGHTSQUARED INC: Build-Out Loan Will Now be Made In Two-Drawings

LONG ISLAND COLLEGE HOSPITAL: Officials Vote to Shut Down
LPATH INC: Ailsa Craig Trust Discloses 4.9% Equity Stake
LSP ENERGY: Creditors Voting on 32% Plan for Unsecured Creditors
LYONDELL CHEMICAL: BNY Defends $18-Bil. Debt Addition in Suit
MCCLATCHY CO: Contrarius Holds 10.6% of Class A Shares

MCCLATCHY CO: Incurs $30 Million Net Loss in Fourth Quarter
MF GLOBAL: JPMorgan Tells Some Creditors Payment May be Higher
MICROSEMI CORP: S&P Rates $726MM Loan 'BB'; Retains 'BB-' CCR
MICHAEL BROTHERS: Case Summary & 5 Largest Unsecured Creditors
MOHEGAN TRIBAL: Moody's Views Market East Partnership Favorably

MOMENTIVE SPECIALTY: Unit Issues $1.1 Billion Sr. Secured Notes
MORGANS HOTEL: MFS No Longer Owns Common Shares
NEW LEAF: Incurs $2.8 Million Net Loss in First Quarter
NEW LIGHT: Case Summary & 2 Unsecured Creditors
NEXSTAR BROADCASTING: ABRY Affiliates to Resell 3-Mil. Shares

NICHOLAS A. CLEMENTE: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: US Unit, Bondholders Want Trial By Fall
NYTEX ENERGY: Has 5MM Shares Available Under Amended Equity Plan
ORAGENICS INC: Koski Family Discloses 45.4% Equity Stake
PACIFIC THOMAS: Court Orders Appointment of Chapter 11 Trustee

PARK-OHIO INDUSTRIES: S&P Affirms 'B' CCR; Outlook Positive
PATRIOT COAL: Wins OK for Bryan Cave as Local Counsel
PICCADILLY RESTAURANTS: Protiviti Okayed as Committee's Advisor
PINNACLE AIRLINES: Ryan Morris Discloses 4.7% Equity Stake
POWER BALANCE: To Seek Approval of Plan Disclosures in March

POWERWAVE TECHNOLOGIES: Hiring Approvals Sought
QUANTUM FUEL: Hudson Bay Discloses 5.1% Equity Stake
QUANTUM CORP: Amends Credit Agreement with Wells Fargo
PROVIDENT ROYALTIES: Trustee Settles Creditor Suit Over Fees
RADIOSHACK CORP: Walgreen Exec. Named Chief Executive Officer

RADIAN GROUP: Mortgage Insurance Unit Adds Sales Professionals
RESIDENTIAL CAPITAL: Examiner's Prebankruptcy Report Delayed Again
RG STEEL: Wants to Sell Louisville Property for $400,000 Cash
RHYTHM & HUES: Animator Files Ch.11 After Planned Sale Breaks Down
RITE AID: To Amend and Restate Revolving Credit Facility

ROCK ENERGY: Taps Andrew Gaudielle to Evaluate Red Arrow Mine
ROTECH HEALTHCARE: Robeco No Longer Owns Common Shares
SAN BERNARDINO: Small Municipal Union Aims for Big Ruling
SAN DIEGO HOSPICE: U.S. Trustee to Name Health Care Ombudsman
SAN DIEGO HOSPICE: Section 341(a) Meeting Scheduled for March 13

SANUWAVE HEALTH: Prudential Financial Ceases to Hold 5% Stake
SCHUTJER BOGAR: Harrisburg Firm Said To Be Nearing Bankruptcy
SCITOR CORP: Good Market Position Prompts Moody's to Keep B2 CFR
SEALY CORP: Hudson Bay Discloses 9.6% Equity Stake
SECUREALERT INC: Inks Settlement Agreement with Borinquen

SINCLAIR BROADCAST: Reports $59.4 Million Net Income in 4th Qtr.
SMF ENERGY: Liquidating Plan Effective Dec. 28, 2012
SPRINT NEXTEL: Incurs $1.3 Billion Net Loss in Fourth Quarter
STAR EMS: Case Summary & 18 Largest Unsecured Creditors
STEREOTAXIS INC: CFO Steps Down to Pursue New Career Opportunity

SUNSHINE HOTELS: Wins Interim Approval for Gallagher as Counsel
SUNSHINE HOTELS: Wins Interim Approval to Use Cash Collateral
SUNSHINE HOTELS: Section 341(a) Meeting Scheduled for March 12
T SORRENTO: Watchdog Wants Case Dismissal; RMR Seeks Stay Relief
T-L CHEROKEE: Seeks to Use Cole Taylor's Cash Collateral

T-L CHEROKEE: Section 341(a) Meeting Scheduled for March 15
TANGLEWOOD FARMS: Suit v. Augusta Seed Survives Dismissal Bid
TEMBEC: Moody's Changes Outlook on 'B3' CFR to Negative
TITAN PHARMACEUTICALS: Amends Facility Agreement with Deerfield
TRAK GROUP: Voluntary Chapter 11 Case Summary

TRANS-LUX CORP: Amends 27.1-Mil. Common Shares Resell Prospectus
TRANS-LUX CORP: Holders Have Until April 19 to Exercise Warrants
TRAVELCLICK INC: S&P Revises Outlook on 'B' CCR to Stable
TRI-CHEK SEEDS: Case Converted to Chapter 7
TWCC HOLDING: Debt Repricing No Impact on Moody's 'Ba3' CFR

UNITED WESTERN: Has Opposition to Disclosure Approval
UNIVERSAL HEALTH: BankUnited Wants Chapter 11 Case Dismissed
UNIVISION COMMUNICATIONS: S&P Rates $1.5BB Loan Due 2020 'B+'
UPLAND, CA: San Bernardino County Lawsuit Could Force Bankruptcy
USG CORP: Incurs $12 Million Net Loss in Fourth Quarter

VANDERRA RESOURCES: RSI Bros. to Auction Furniture, Equipment
VAREL FUNDING: S&P Withdraws 'CCC+' Corporate Credit Rating
VELOCITY INTERNATIONAL: Case Summary & Creditors List
VI-JON INC: S&P Withdraws 'B' Corporate Credit Rating
VILLAGIO PARTNERS: Broker Represented Both Seller and Buyer

VUZIX CORP: To Effect a 1-for-75 Reverse Common Stock Split
W.R. GRACE: Iridian Discloses 6% Stake in Grace Equity
W.R. GRACE: Has $111.6 Million Net Loss in Fourth Quarter
WEST CORP: S&P Affirms 'B+' CCR; Rates Two Secured Loans 'B+'
WPCS INTERNATIONAL: Hudson Bay Discloses 9.9% Equity Stake

XZERES CORP: Amends Periodic Reports to Comply with Regulation
ZACKY FARMS: Family Trust Still Vying to Buy Assets
ZACKY FARMS: Buyer Cries Foul over Sale of Turkey Inventory
ZOGENIX INC: Arda Minocherhomjee Quits From Board of Directors

* Debtor Also May File Suit for Chapter 13 Estate
* Rule 60(b) Allows Moving Effective Date of Rejection
* 5th Cir. Says State Court Finding on Status of Debt Final

* Solar Panel Oversupply Has Long-Term Benefit, Resnick Says
* 2013 Debt Maturities of $21-Bil. Grow to $258-Bil. in 2017
* Junk Bond Default Rates Decline Again in January
* Libor Accords Leave Banks Facing "Massive" State Claims

* Elizabeth Warren Not Ready to Back Down on U.S. Consumer Bureau
* State Lawsuits Could Add to S&P Foreclosure

* Large Companies With Insolvent Balance Sheets



                            *********

21ST CENTURY: S&P Rates Series 2013A & 2013B Revenue Bonds 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
rating to the Indiana Finance Authority's $12.945 million series
2013A educational facilities revenue bonds and $555,000 series
2013B taxable educational facilities revenue bonds issued for
21st Century Charter School at Gary Inc. (21st Century).  The
outlook is stable.

"The rating reflects S&P's view of 21st Century's strong business
position and solid demand characteristics that support the
achievability of the school's expansion plans," said Standard &
Poor's credit analyst Avanti Paul.

The bond proceeds will largely be used to finance the construction
of a facility on land donated by Gary, in addition to purchasing
the existing facility and fully funding a capitalized interest and
debt service reserve fund.

The stable outlook reflects S&P's view that the school will
maintain its strong demand profile and continue to meet its
coverage and cash reserve projections during the next 12 months.


38 STUDIOS: Releases 401(k) Plans for Ex-Employees
--------------------------------------------------
Jeffrey Grubb, writing for Venture Beat, reports that 38 Studios
released the 401(k) retirement savings plans for its former
employees.  The report notes 38 Studios in May laid off its entire
staff, ended their health care plan, and froze the tax-free
retirement-savings accounts.  The studio was out of money and
already missed several loan payments guaranteed by Rhode Island
state.

The report also notes 38 Studios founder, former Major League
Baseball pitcher Curt Schilling Schilling, and many of its ex-
officers are facing trial.  The report says Rhode Island sued them
for financial misconduct, and trial is likely still months away.

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).


A&S GROUP: GGG Out After Managing Member Named Debtor's CEO
-----------------------------------------------------------
U.S. Bankruptcy Judge Wendy L. Hagenau approved a motion by Donald
F. Walton, United States Trustee for Region 21, to disqualify GGG
Inc. as A&S Group Inc.'s financial consultant.

On Sept. 27, 2012, the Court entered an Order approving the
employment of GGG Inc.  Katie S. Goodman is the managing partner
of GGG Inc., and the individual designated as the primary person
who would work on the Debtor's case.

On Oct. 22, 2012, the Debtor's principals, Sami Durukan and Apel
Dido, elected Ms. Goodman as chief executive officer and Director
of the Debtor.  Mr. Durukan and Mr. Dido then resigned as
directors and officers of the Debtor.

Ms. Goodman became to sole director of the Debtor.  Therefore,
according to the U.S. Trustee, Ms. Goodman is not disinterested
and cannot be retained under 11 U.S.C. Sec. 327(a).

                          About A&S Group

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

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


A123 SYSTEMS: March 13 Hearing on Liquidating Plan Outline
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123 Systems Inc., which sold its automotive lithium-
ion batteries business, filed a liquidating Chapter 11 plan giving
holders of $143.8 million in subordinated notes and $124 million
of general unsecured claims a recovery of about 65%.

According to the Disclosure Statement dated Feb. 6, 2013, holders
of $35.7 million in senior note claims will be paid in full.  The
disclosure statement says it's unlikely there will be any
distribution for shareholders.  A March 13 hearing is scheduled
for approval of the disclosure statement.

The report notes that although unsecured, senior notes will be
paid in full as a consequence of enforcement of provisions in the
subordinated notes, under which distributions to the junior
creditors go to senior noteholders until they are paid in full.

The Bloomberg report notes that investors are predicting that
holders of subordinated notes will recover more than the
disclosure statement predicts.  Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority, reports
that the convertible subordinated notes traded Feb. 7 for 73 cents
on the dollar, compared with 65 cents in the disclosure statement.
The notes have more than trebled in price, having sold as low as
21.25 cents on the day of bankruptcy in October.

Explaining the discrepancy between the bond price and the
disclosure statement, David Epstein, a managing director with CRT
Capital Group LLC in Stamford, Connecticut, told Bloomberg that
"the market is saying that the general unsecured claims are
inflated on a net basis."

                       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.

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.


ADVANTAGE SALES: S&P Corrects Feb. 7 Ratings Release
----------------------------------------------------
Standard & Poor's Ratings Services corrected its original article
published on February 7, 2013.  The ratings agency noted that some
ratios in the last paragraph of the report were misstated.

The corrected version is as follows:

S&P 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 5x and 6x, funds from
operations (FFO) to total debt will remain in the high single
digit area, and EBITDA interest coverage will remain in the low to
mid 2x area through the end of 2014, which is about consistent
with a "highly leveraged" financial risk profile. (For the
complete corporate credit rating rationale, see the summary
analysis on Advantage Sales & Marketing, published Jan. 15, 2013.)

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


AHERN RENTALS: Bondholders File Rival Bankruptcy-Exit Plan
----------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports bondholders
hope to own Ahern Rentals at the end of its restructuring, setting
the stage for a showdown with the equipment-rental company's
current owners.

                      About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

The Debtor's Plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
The Review-Journal's report, Judge Beesley said he does not think
Ahern's plan offers full repayment -- known as present value -- so
the owners cannot hang on to their entire positions under
bankruptcy law.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


AMEREN ENERGY: S&P Lowers CCR to 'CCC+' on Weak Power Prices
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ameren Energy Generating Co. to 'CCC+' from 'B-'.  S&P
also lowered the ratings on GenCo's senior unsecured debt to
'CCC+' from 'B' and revised the recovery rating to '3' from '2',
which indicates S&P's expectation of meaningful (50%-70%) recovery
in the event of a payment default.  The outlook is negative,
reflecting S&P's expectation that continued weak power prices will
materially weaken the company's cash flow measures and ability to
meet its financial commitments.

The downgrade on Ameren Energy Generating Co. reflects S&P's view
that the company's business model is vulnerable based on its
diminished competitive position within the markets it serves and
S&P's expectation for continued weak power prices.  S&P expects
that the company's cash flow will materially decrease as a result
of significant margin compression.

The negative outlook reflects S&P's base case scenario that the
company's financial measures and profit margins will meaningfully
deteriorate over the next few years because of continued weak
power prices.  These trends could result in lower ratings during
the next 12 months and, absent a reversal of price trends, could
lead to a payment default or debt restructuring.  Key assumptions
include continued weak U.S. economic growth, low gas prices, and
heat rates that gradually reduce the company's annual electricity
generation to about 16 terawatt hours.

"We could lower the ratings if business trends remain negative or
our assessment of the company's liquidity further weakens because
of a worse-than-expected cash burn rate, which would most likely
occur if the market price for electricity remains well below $40
per megawatt hour.  We could revise the outlook to stable if
financial measures consistently improve so that FFO to debt is
greater than 7% and debt to EBITDA is less than 9x, which would
most likely occur if the market price for natural gas improves to
more than $4.30 per million cubic feet, resulting in higher
electricity pricing and improved financial performance," said
Standard & Poor's credit analyst Gabe Grosberg.


AMERICAN AIRLINES: Boards to Meet Tomorrow; Deal May Be Unveiled
----------------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people close
to the discussions said the boards of American Airlines parent AMR
Corp. and US Airways Group Inc. are scheduled to meet separately
on Wednesday, Feb. 13, to consider approval of the airlines'
merger.  The sources said the two carriers could disclose a deal
later that day or on Thursday.  They said that nearly all the
significant points of the deal have been finalized.

The sources told WSJ that some outstanding issues remained, which
could delay the scheduled board meetings and the announcement of
the merger by a day or perhaps into next week.

WSJ also reports that advisers on Monday were preparing
presentations for the boards on the merger.

WSJ notes the parties are racing to finish a deal before Friday,
when nondisclosure agreements that some AMR bondholders signed
expire.  If the negotiations aren't completed by then, the
bondholders could agree to extend the confidentiality agreements,
though all those who have signed them would need to agree, the
people said.

The sources told WSJ that any deal would provide that:

     -- US Airways Chief Executive Doug Parker would run the
       combined airline as CEO.

     -- AMR CEO Tom Horton would become nonexecutive board
        chairman for a limited term.  The sources told WSJ
        the exact length of Mr. Horton's term was still being
        negotiated on Monday.

     -- AMR creditors would own roughly 72% of the merged airline,
        and US Airways shareholders 28%.

The sources told WSJ that the airlines are still discussing the
exact makeup of the board, including the number of directors and
who would appoint them.  They are also negotiating potential
equity awards and other compensation for the airline's new
management and other employees as part of AMR's plan to emerge
from bankruptcy proceedings.

People familiar with the matter also told WSJ that AMR's unsecured
creditors committee was scheduled to meet Monday and discuss the
merger.  The committee's advisers over the past year pushed AMR to
consider a merger before emerging from bankruptcy proceedings.
Creditors, including AMR bondholders who have formed their own
committee, must approve AMR's bankruptcy-exit plan.

Susan Carey at Daily Bankruptcy Review reports as AMR Corp. and US
Airways intensify their talks on a possible merger that could be
announced in the coming days, US Airways pilots on Friday widely
approved a provisional labor agreement that would help smooth the
path toward a combination, their union said.

                     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: AEA Unions Object to Contract With Republic
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the three labor unions for American Eagle Airline Inc.,
the feeder airline subsidiary of AMR Corp., came out opposing
court approval of a contract for Republic Airways Holdings Inc. to
fly 53 regional jets.  The contract comes to court for
consideration at a Feb. 14 hearing.

According to the report, the agreement with Republic represents
the first time American has contracted with a regional carrier
other than subsidiary American Eagle.  Republic will fly larger
regional jets with 76 seats each.

AMR would have been unable to contract with Republic until the
newly negotiated contacts with American Eagle workers became
effective last year.  The three unions urge the bankruptcy judge
to disallow "outsourcing" of work their members could perform.

The report relates that the unions for the pilots, flight
attendants and ground workers fault AMR's motion for being devoid
of the financial underpinnings justifying a contract with
Republic.  The flight attendants contend there was no "legitimate
business justification" for outsourcing and the resulting harm to
American Eagle.

                      About American Airlines

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

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

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

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

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

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

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

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


AMPAL-AMERICAN: Committee Moves to Force Payment of Fees
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Ampal-American
Israel Corp. wants the bankruptcy judge to hold the company's
board of directors in contempt of court for failing to pay
approved attorneys' fees.

Brown & Rudnick LLP, lawyers for the creditors' committee,
explained in court papers how the bankruptcy court in New York
entered an order in January approving payment of about $650,000 in
fees.  At the same time, the court approved about $700,000 in fees
for Bryan Cave LLP, Ampal's attorneys.

Committee lawyers told the judge that the Ampal board voted to pay
each firm only $250,000.

The judge scheduled a Feb. 14 hearing to consider holding the
directors in contempt or compelling them to pay approved fees.

The committee concedes that the "availability of cash has been an
issue of concern."  The committee says there was a $3.5 million
tax refund and income from subsidiaries to pay fees.

Moreover, the committee believes Ampal has been paying non-U.S.
professionals.

                        About Ampal-American

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

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

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

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

In January, the Debtors' exclusive plan-filing rights were
terminated. The committee filed its own Chapter 11 plan where
unsecured creditors would receive 100% of the preferred stock of
the reorganized Debtor or a cash payment.


AMPAL-AMERICAN: Bondholders Seek to Examine Treaty Dispute
----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that bondholders
behind Ampal-American Israel Corp., a struggling transportation
and energy investor, said they need more information from
President Yosef Maiman and billionaire Sam Zell about the future
of an Egyptian natural-gas pipeline that has sat dormant after
several years of terrorist attacks.

                       About Ampal-American

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

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

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

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


API TECHNOLOGIES: S&P Puts 'B' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
corporate credit rating on API Technologies Corp. on CreditWatch
with negative implications.  At the same time, S&P withdrew the
'B' issue-level rating and '3' recovery rating (indicating
expectations of meaningful [50%-70%] recovery in the event of a
payment default) on the existing secured credit facility, which
was refinanced with a new facility that S&P do not rate.

"The CreditWatch placement reflects weaker-than-expected credit
metrics resulting from less-than-expected improvements in
operating performance and higher debt, including a modest increase
from the recent refinancing," said Standard & Poor's credit
analyst Chris Mooney.  S&P had previously assumed that debt to
EBITDA would improve to 4.5x-5x by mid-2013, but this seems less
likely as the ratio was still 7x in the 12 months ending Aug. 31,
2012.  Similarly, S&P had assumed funds from operation (FFO) to
debt would improve to between 10% and 15% from less than 5% for
the most recent period.

API recently announced that it repaid its $184 million term loan
with proceeds from a new $165 million term loan and $29 million of
borrowings under a new $50 million asset-based loan facility.  S&P
believes this will result in an improved liquidity profile, with
increased covenant headroom and a larger revolver.

"We assess API's business risk as "vulnerable" because of its
relatively small revenue base; participation in fragmented markets
in which competitors are often larger; and considerable
uncertainty surrounding the U.S. defense industry, API's primary
end market.  We assess API's financial risk profile as "highly
leveraged" given its weak credit protection measures, acquisitive
growth strategy, and significant ownership by private-equity firm
Vintage Capital Management," S&P said.

S&P will assess API's future earnings and cash generation
potential and plan to resolve the CreditWatch listing in the
coming weeks.  S&P likely will lower the rating unless it believes
the company will be able to restore credit metrics to the levels
S&P previously expected over the next several quarters.


ARIZONA GRANUALATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Arizona Granualation Technologies, LLC
        1850 N. Higley Road
        Mesa, AZ 85205

Bankruptcy Case No.: 13-01782

Chapter 11 Petition Date: February 8, 2013

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

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  ALLAN D. NEWDELMAN, P.C.
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144
                  E-mail: anewdelman@qwestoffice.net

Scheduled Assets: $4,663,344

Scheduled Liabilities: $6,072,031

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/azb13-01782.pdf

The petition was signed by Jerry Butel, president/owner.


AVAYA INC: Moody's Rates New Exchange Notes Caa1; Affirms B3 CFR
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Avaya's
proposed junior lien Exchange Notes due 2021 and affirmed the B3
corporate family rating and existing B1 1st lien senior secured
and Caa2 unsecured debt ratings. The notes are being offering in
exchange for the company's USD700 million cash pay 9.75% Unsecured
Senior Notes due 2015 and 10.125/10.875% USD834 million PIK/Toggle
Unsecured Senior Notes due 2015 (both rated Caa2). The ratings
outlook remains negative.

Ratings Rationale

The higher rating (Caa1) on the Exchange Notes reflects its junior
lien, which places it above any remaining Unsecured Notes (Caa2)
and domestic pension and trade liabilities in the capital
structure but below the existing senior secured debt (rated B1).
The ratings on the debt are determined in conjunction with Moody's
Loss Given Default Methodology. The exchange will close provided
the company gets acceptance from greater than 50% of the existing
Unsecured Note holders and Unsecured Notes may remain outstanding
after completion of the offer. LGD assessments could be revised
depending on the amount of notes exchanged.

If successful, the exchange will pave the way for extending the
large amount of debt that currently is due in 2015 (USD1.5 billion
in unsecured notes and USD2.7 billion in senior secure term debt).
The senior secured debt jumps to 2017 and 2018 if certain
provisions are met including refinancing at least USD750 million
of the unsecured notes due 2015. The B3 corporate family rating
and negative ratings outlook continues to reflect Avaya's very
large debt burden (leverage greater than 8x) and declining revenue
trends.

Issuer: Avaya, Inc.

Ratings Affirmed with LGD Revisions:

Corporate Family Rating: B3

Probability of Default: B3-PD

Senior Secured Bank Credit Facilities, revised to a range of B1,
LGD2, 28% from a range of B1 LGD2, 27%

USD1009M 7% Senior Secured Notes, revised to a range of B1,
LGD2, 28% from a range of B1 LGD2, 27%

USD700M and USD834M Senior Unsecured Notes revised to a range of
Caa2, LGD5, 90% from a range of Caa2 LGD, 82%

Assignments:

Proposed Exchange Secured (junior priority) Notes, Assigned
Caa1, LGD5, 72%

The principal methodology used in rating Avaya was the Global
Communications Equipment Industry Methodology published in June
2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Avaya is a global leader in enterprise telephony systems with
USD5.2 billion of revenues for the LTM period ended September 30,
2012.


BERNARD L. MADOFF: Trustee Has $90.3MM Judgment Against Peter
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Peter Madoff, brother of Bernard Madoff, consented to
the entry of a $90.3 million judgment in favor of the trustee
liquidating Bernard L. Madoff Investment Securities Inc.  The
judgment represent the entire amount trustee Irving Picard was
hoping to recover in a lawsuit filed in 2009 in U.S. Bankruptcy
Court in Manhattan.

In return for the judgment, Mr. Picard agreed in papers filed with
the bankruptcy court on Feb. 6 to drop his lawsuits against
Peter's wife Marion and daughter Shana.

Peter, 67, was sentenced in December to 10 years in prison for his
role as Madoff's chief compliance officer. He also agreed to
forfeit $143 billion and give up all his property. He pleaded
guilty in June to two felony counts.

The lawsuit against Peter is Picard v. Madoff (In re Bernard L.
Madoff Investment Securities Inc.), 09-1503, U.S. Bankruptcy
Court, Southern District New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


CABLEVISION SYSTEMS: Bresnan Sale No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------------
Moody's Investors Service said that Cablevision Systems
Corporation's plan to sell Bresnan Broadband Holdings LLC is
credit positive but does not impact Cablevision's Ba2 corporate
family rating or stable outlook.

Cablevision expects to receive net proceeds of approximately
USD600 million, boosting short term liquidity. Moody's maintains
separate corporate family ratings for Cablevision and Bresnan (B1
Stable) since the two have separate, ring fenced financing, and
Cablevision lenders do not have direct access to Bresnan cash
flow. The Bresnan sale would therefore provide cash to Cablevision
without any meaningful impact on the ongoing cash flow available
to service its debt.

Cablevision did not disclose its expected use of proceeds. The
company's operating strategy of increased investment and more
aggressive pricing elevates credit risk and positions the company
weakly within its Ba2 CFR. Cablevision's leverage was 5.3 times
debt-to-EBITDA for the trailing twelve months ended September 30,
2012, and Moody's believes credit metrics will deteriorate based
on full year results given the negative impact on operations from
Hurricane Sandy. The cash injections from the Bresnan sale and the
previously announced settlement of litigation with DISH Network
LLC (subsidiary of Dish Network Corporation, DISH, Ba2 Stable)
could strengthen the credit profile if Cablevision applies some
portion of proceeds to debt reduction, which Moody's considers
reasonably likely.

The principal methodology used in rating Cablevision was the
Global Cablevision Cable Television Industry published in July
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.

Cablevision Systems Corporation serves approximately 2.9 million
video customers, 2.8 million high speed data customers, and 2.3
million voice customers in and around the New York metropolitan
area. Cablevision is the direct parent of CSC Holdings, LLC, which
also owns Newsday LLC, the publisher of Newsday and other niche
publications.

Bresnan Broadband Holdings, LLC and its subsidiaries own and
operate cable television systems serving customers in Colorado,
Wyoming, Montana and Utah. Following the leveraged buyout in
December 2010, Bresnan is currently an indirect, wholly-owned
subsidiary of Cablevision Systems Corporation. As of September 30,
2012, Bresnan had 304,000 video subscribers, 285,000 high speed
data subscribers, and 169,000 phone subscribers, and its last
twelve months revenue was approximately USD500 million.


CAMP INTERNATIONAL: Moody's Cuts First Lien Debt Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service affirmed CAMP International Holding
Company's corporate family rating at B3. Concurrently, the
company's first lien credit facility rating was lowered to B3 from
B1, in consideration of the company's plan to upsize its existing
first lien term loan to USD370 million and repay its USD115
million second lien term loan. Pro forma for the proposed
transaction, the company's funded debt would be comprised entirely
of first lien debt. The ratings outlook remains stable.

Proceeds from the proposed transaction are expected to be used to
refinance the company's existing USD255 million first lien and
USD115 million second lien debt facilities. Drawings under the
company's revolver are expected to be used to finance transaction-
related expenses including the call premium and accrued interest
associated with the second lien debt expected to be repaid. The
proposed transaction is expected to moderately improve the
company's liquidity position by reducing annual interest expense
going forward.

Ratings affirmed (with updated LGD assessments):

  Corporate family rating, at B3

  Probability of default rating, at B3-PD

  USD115 million second lien term loan due November 2019, at Caa2
  (LGD-5, 85%)

Ratings lowered:

  USD30 million first lien revolver due May 2017, to B3 (LGD-3,
  48%) from B1 (LGD-3, 32%)

  Proposed USD370 million first lien term loan (upsized from
  USD255 million) due May 2019, to B3 (LGD-3, 48%) from B1 (LGD-
  3, 32%)

These ratings are subject to Moody's review of final documentation
following completion of the proposed refinancing. Assuming
substantially all of the second lien debt is repaid, the second
lien instrument rating will be withdrawn.

Ratings Rationale

CAMP's B3 CFR reflects very high financial leverage and small
revenue scale balanced by a relatively stable subscription-based
business. At September 30, 2012, debt/EBITDA (on a Moody's
adjusted basis) stood at over 8.5x and debt/revenues approximated
5x, high for the rating category. CAMP has attained a good
business position as a provider of business aircraft maintenance
tracking services, which supports the CFR. The company has a small
but stable and geographically diversified subscriber base which it
has maintained through historically high subscriber renewal rates
and long-term exclusive arrangements with several business
aircraft manufacturers. The ratings also reflect increased
integration risk from the company's acquisitive business strategy.

The stable rating outlook is supported by an adequate liquidity
profile and the expectation of healthy free cash flow generation
and moderate credit metric improvement.

The ratings could be downgraded if financial policies become more
aggressive, liquidity weakens or the company fails to demonstrate
credit improvement through earnings growth or debt repayment.

Although not anticipated over the intermediate term, upward rating
momentum would depend on an expectation of debt to EBITDA below
6x, free cash flow to debt above 10% and sustained adequate
liquidity.

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 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.

CAMP International Holding Company, based in Ronkonkoma, New York
provides maintenance tracking, inventory control and flight
scheduling services management programs. Revenues for the twelve
months ended September 30, 2012 approximated USD75 million. In May
of 2012 CAMP was acquired through a leveraged buy-out by
affiliates of the financial sponsor GTCR, LLC in a USD700 million
transaction.


CCH II: Moody's Changes Outlook to Stable After Bresnan Purchase
----------------------------------------------------------------
Moody's Investors Service changed the outlook for CCH II, LLC (CCH
II), an indirect intermediate holding company of Charter
Communications, Inc. (Charter) to stable from positive. Moody's
also affirmed CCH II's Ba3 corporate family rating.

The outlook revision follows the company's announced plan to
acquire Bresnan Broadband Holdings LLC (Bresnan, B1 Stable) for
approximately USD1.625 billion. Moody's estimates the debt funded
transaction will increase leverage to slightly over 5 times on a
pro forma basis based on the twelve months EBITDA of the combined
companies through September 30, 2012. Charter's leverage was
approximately 4.9 times, pro forma for redemption of the CCH II
notes, based on results through September.

Moody's also changed the outlooks of all rated Charter operating
subsidiaries to stable from positive and affirmed all existing
ratings. A summary of the ratings action follows.

CCH II, LLC

  Outlook, Changed To Stable from Positive

  Corporate Family Rating, Affirmed Ba3

  Probability of Default Rating, Affirmed Ba3-PD

  Senior Unsecured Bonds, Affirmed B2

CCO Holdings, LLC

  Outlook, Changed To Stable from Positive

  Senior Unsecured Bonds, Affirmed B1

  Senior Unsecured Shelf, Affirmed (P)B1

Charter Communications Operating, LLC

  Outlook, Changed To Stable from Positive

  Senior Secured Bank Credit Facility, Affirmed Baa3

Ratings Rationale

Pro forma for the acquisition, Moody's estimates credit metrics
appropriate for a Ba3 corporate family rating. However, the
incremental debt incurred to fund the transaction would delay the
previously expected decline in leverage, making an upgrade to Ba2
significantly less likely over the next year. As such, Moody's
revised the outlook to stable.

Moody's believes the acquisition would favorably expand Charter's
scale, increasing total revenue to about USD7.9 billion from about
USD7.4 billion. Bresnan subscriber penetration and revenue per
homes passed metrics are better than Charter's, and over the past
year, Bresnan has added high speed data and phone subscribers at a
faster rate than most peers, including Charter, and kept video
subscribers about flat, also better than most peers including
Charter. Moody's estimates minimal cost synergies since Bresnan
currently benefits from the scale of its existing owner,
Cablevision Systems Corporation, for program and equipment
purchasing and corporate costs. However, Moody's also considers
integration risk modest, given the positive momentum of the
Bresnan operations and that Charter's chief executive officer Tom
Rutledge has familiarity with the Bresnan asset from his
experience as chief operating officer of Cablevision.

Charter's Ba3 corporate family rating reflects its moderately high
financial risk, with leverage of just under 5 times debt-to-EBITDA
(pro forma for redemption of the CCH II notes), and potentially
increasing slightly with the Bresnan acquisition. This leverage
poses risk considering the pressure on revenue from its
increasingly mature core video offering (which represents about
half of total revenue) and the intensely competitive environment
in which it operates. Moody's expects Charter's initiatives to
enhance its product set, especially the video offering, and to
implement changes to its selling strategy and organizational
structure will keep operating and capital expenditures elevated,
pressuring both EBITDA and free cash flow over the next several
quarters, but greater penetration of all products and continued
expansion of the commercial business should yield more EBITDA.
Also, capital intensity will likely moderate, albeit at a level
higher than peers, facilitating growing free cash flow. The
company's substantial scale and Moody's expectations for
operational improvements and growth in high speed data and
commercial phone customers, along with the meaningful perceived
asset value associated with its sizeable (over 5 million) customer
base, support the rating, as does the company's good liquidity.

The stable outlook incorporates expectations for leverage below
5.5 times debt-to-EBITDA, positive free cash flow and maintenance
of good liquidity.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and a commitment to a better
credit profile. Specifically, Moody's could upgrade the CFR based
on expectations for sustained leverage below 4.5 times debt-to-
EBITDA and free cash flow-to-debt in excess of 5%, along with
maintenance of good liquidity. A higher rating would require
clarity on fiscal policy, as well as product penetration levels
more in line with industry averages and growth in revenue and
EBITDA per homes passed.

Moody's would likely downgrade ratings if ongoing basic subscriber
losses, declining penetration rates, and/or a reversion to more
aggressive financial policies contributed to expectations for
leverage above 6 times debt-to-EBITDA and / or low single digit or
worse free cash flow-to-debt.

One of the largest domestic cable multiple system operators
serving approximately 4 million residential video customers (5.3
million customers in total), Charter Communications, Inc.,
maintains its headquarters in Stamford, Connecticut. Its annual
revenue is approximately USD7.4 billion.

Bresnan Broadband Holdings, LLC and its subsidiaries own and
operate cable television systems serving customers in Colorado,
Wyoming, Montana and Utah. Following the leveraged buyout in
December 2010, Bresnan is currently an indirect, wholly-owned
subsidiary of Cablevision Systems Corporation (Cablevision, Ba2
CFR). As of September 30, 2012, Bresnan had 304,000 video
subscribers, 285,000 high speed data subscribers, and 169,000
phone subscribers, and its last twelve months revenue was
approximately USD500 million.

The principal methodology used in rating CCH II was the Global
Cable Television Industry Methodology published in July 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.


CHINA NATURAL: Hedge Fund Asks Court to Put Firm in Chapter 11
--------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that a Hong Kong-
based hedge fund is trying to push China Natural Gas Inc. into
bankruptcy in New York as it tries to recover $41.1 million in
notes from the natural-gas pipeline operator, which said it became
the first Chinese natural-gas company to trade publicly in the
U.S.

China Natural Gas, through its wholly owned subsidiaries and
variable interest entity (VIE), Xi'an Xilan Natural Gas Co., Ltd.
(XXNGC) and subsidiaries of its VIE, which are located in Hong
Kong, Shaanxi Province, Henan Province and Hubei Province in the
People's Republic of China (PRC), engages in sales and
distribution of natural gas and gasoline to commercial, industrial
and residential customers through fueling stations and pipelines,
construction of pipeline networks, installation of natural gas
fittings and parts for end-users, and conversions of gasoline-
fueled vehicles to hybrid (natural gas/gasoline) powered vehicles
at automobile conversion sites.


CHINA NATURAL GAS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: China Natural Gas, Inc.
                fka Coventure International, Inc.
                90 Park Avenue, Suite 1625
                New York, NY 10016

Case Number: 13-10419

Involuntary Chapter 11 Petition Date: February 8, 2013

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Adam P. Strochak, Esq.
                      WEIL, GOTSHAL & MANGES, LLP
                      1300 Eye Street, NW, Suite 900
                      Washington, DC 20005
                      Tel: (202) 682-7001
                      Fax: (202) 857-0939
                      E-mail: adam.strochak@weil.com

China Natural Gas, Inc's petitioners:

  Petitioner               Nature of Claim        Claim Amount
  ----------               ---------------        ------------
Abax Lotus Ltd.          Principal and interest $9,096,121
c/o Abax Global Capital  due on guaranteed
(Hong Kong) Limited      Senior Notes
8 Finance Street,
Ste 6708, 67th Flr.
Two International Finance
Centre
Central and Western Dist.,
Hong Kong

Abax Nai Xin A Ltd.      Principal and interest $32,173,756
c/o Abax Global Capital  due on guaranteed
(Hong Kong) Limited      Senior Notes
8 Finance Street,
Ste 6708, 67th Flr.
Two International Finance
Centre
Central and Western Dist.,
Hong Kong

Lake Street Fund LP      Principal and interest $1,019,078
1224 East Green St.,     due on guaranteed
Suite 200                Senior Notes
Pasadena, CA 91106-3171


CIRCLE FAMILY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Circle Family Healthcare Network, an Illinois
        Not-For-Profit Corporation
          fka Circle Family Care, Inc. an Illinois Not-for-profit
              Corporation
        5002 W. Madison Street
        Chicago, IL 60644

Bankruptcy Case No.: 13-04747

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $782,608

Scheduled Liabilities: $3,054,004

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/ilnb13-04747.pdf

The petition was signed by Andre L. Hines, executive director.


COCOPAH NURSERIES: Court OKs Hochman Salkin as Tax Counsel
----------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., sought and obtained permission
from the U.S. Bankruptcy Court to employ Hochman, Salkin, Rettig,
Toscher & Perez, P.C. as special tax counsel.

Hochman will assist the Debtors and their lead counsel Squire
Sanders (US) LLP in connection with tax disputes under these
potential project categories:

  (i) legal research of the California tax liabilities at issue;

(ii) communications with the Debtors, Squire Sanders, the Board,
      and any other parties relevant to the Tax Dispute;

(iii) contribution to briefs;

(iv) trial preparation including discovery;

  (v) co-counsel at trial and in the Section 505 tax litigation;
      and

(vi) fee application preparation.

The hourly rates for Hochman professionals and para-professionals
range between $450 to $675 for partners, $350 to $375 for
associates, and $175 for legal assistants.

The firm's Kurt Kawafuchi attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Cocopah Nurseries

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

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

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

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

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

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


COLLEGE BOOK: Bradley Arant Resigns as Debtor's Counsel
-------------------------------------------------------
Bradley Arant Boult Cummings LLP has stepped down as bankruptcy
counsel to College Book Rental Company, LLC.  The Court approved
the removal of Bradley Arant as there were no objections to the
withdrawal.

As reported in the Nov. 13, 2012 edition of the TCR, Robert H.
Waldschmidt, the Chapter 11 trustee in the bankruptcy case of the
Debtor, has also tapped Bradley Arant as special counsel to:

  (1) assist in preparation of schedules, and initial documents
      required in the case,

  (2) represent the estate in ongoing litigation pending in state
      courts involving the Debtor, and

  (3) represent in any litigation commenced in the Bankruptcy
      Court.

                        About College Book

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

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.


COLFAX CORP: S&P Rates $2 Billion Senior Secured Facility 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '2' recovery rating to Colfax Corp.'s proposed
$2 billion senior secured credit facility, which refinances
Colfax's existing credit facility that the company put in place to
back its acquisition of Charter International.  The recovery
rating of '2' reflects S&P's expectation for substantial recovery
prospects (70%-90%) in the event of a payment default.  The total
facility size should remain unchanged.  The company seeks to
upsize its term loan A-1 by $150 million, upsize its revolving
credit facility by $200 million, and reduce its term loan B by
$350 million.  The 'BB' corporate credit rating and stable outlook
remain unchanged.

S&P expects the credit facility to consist of a $300 million
USD revolver, $333 million term loan A-1, $456 million term loan
A-2, EUR157 million term loan A-3, and a $541 million term loan B,
as well as a $200 million multicurrency revolver co-borrowed by
Colfax UK Holdings Ltd., which is also the sole borrower of term
loans A-2 and A-3.

RATINGS LIST

Colfax Corp.
Corporate Credit Rating           BB/Stable/--

New Ratings

Colfax Corp.
Senior Secured
  $300 million USD revolver        BB+
   Recovery rating                 2
  $333 million term loan A-1       BB+
   Recovery rating                 2
  $541 million term loan B         BB+
   Recovery rating                 2

Colfax UK Holdings Ltd.
  $456 million term loan A-2       BB+
   Recovery rating                 2
  EUR157 million term loan A-3       BB+
   Recovery rating                 2

Colfax Corp.
Colfax UK Holdings Ltd.
Senior Secured
  $200 million multicurrency rev   BB+
   Recovery rating                 2


COMMONWEALTH EDISON: Fitch Affirms 'BB+' Preferred Stock Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) and
instrument ratings of Exelon Corp. and each of its existing
operating subsidiaries, including Exelon Generation Company,
Commonwealth Edison Company, PECO Energy Company and Baltimore Gas
and Electric Co.  The Rating Outlook for Comed has been revised to
Positive from Stable. The Rating Outlook for all other entities
remains Stable.

The ratings of EXC and Exgen reflect recent steps taken by
management to solidify their credit quality and ratings in the
face of a persistently low power price environment that is
pressuring wholesale and retail profit margins. The positive
actions include substantial reductions in both capex and the
common stock dividend. Consequently, credit protection measures
are expected by Fitch to remain strong during a low point in the
commodity cycle and compare favorably to Fitch's target ratios and
their respective peer groups.

The EXC and Exgen ratings also reflect ample liquidity, and a
competitive nuclear fleet that is low on the dispatch curve and
stands to benefit from new and existing environmental regulations
that impose additional costs on coal plants. The consolidated
rating also benefits from the earnings contribution of three
regulated utilities, which account for about 50% of earnings and
cash flow.

KEY RATING DRIVERS

EXC and Exgen

Dividend Reduction: EXC's dividend was reduced 40%, saving
approximately $700 million annually. Fitch expects Exgen will be
the primary beneficiary of the dividend reduction and to apply a
significant portion of the savings to debt reduction. The new
dividend takes effect in the second quarter of 2013.

Reduced Capex: In November 2012, management lowered Exgen's capex
budget by $2.3 billion over the five year period 2013 - 2017. The
capex reduction includes approximately $1.025 billion from the
deferral of planned nuclear uprates and $1.25 billion from
eliminating unidentified wind and solar investments. The
reductions meaningfully reduced pressure on credit quality
measures.

Financial Position: The combined reductions of the common stock
dividend and capex have strengthened the financial positions of
both EXC and Exgen. Cash flow measures are particularly strong.
Fitch estimates EXC's adjusted ratio of FFO/interest to be in
excess of 6.0x over the next several years and FFO/debt
approximately 30%. Fitch estimates Exgen's adjusted ratio of
FFO/interest to be in excess of 7.0x over the next several years
and FFO/debt in excess of 40%.

Liquidity: Liquidity is ample and debt maturities should be
manageable. On a consolidated basis committed credit facilities
aggregate $8.4 billion, including $5.7 billion at Exgen and $500
million at EXC, and extend to 2017. Moreover, Fitch expects Exgen
to be free cash flow positive over the next several years.

Low Commodity Price Environment: Low power prices, weak demand and
aggressive competitive pricing behavior have adversely affected
Exgen's wholesale and retail margins and are expected by Fitch to
persist for several more years. It does appear however, that we
are in the low point of the commodity cycle with limited downside
risk. Moreover, the lower dividend and spending plan have
positioned both EXC and Exgen to withstand further stresses.
Comed

Credit Metrics: Over the next several years, Fitch expects Comed
to sustain the improvement in credit metrics achieved in 2012,
largely due to a rate increase implemented Jan. 1, 2013 and a new
regulatory paradigm in Illinois that allows for annual rate
adjustments to earn a return on new investments and recover
changes in the cost of service. Fitch estimates the ratio of
EBITDA/interest will average about 5.0x and FFO/interest about
4.5x over the next several years. Over the same period FFO/debt is
expected by Fitch to average about 18% and Debt/EBITDA about 3.9x.

Regulatory Environment: Illinois implemented a formula based rate
plan (FRP) in October 2011 that fundamentally changed regulation
of electric delivery service in Illinois. While the FRP remains
less favorable than initially expected by Fitch, it does provide
for annual rate adjustments, recognizes planned capital additions
and includes a true-up mechanism that combine to reduce, albeit
not eliminate, rate lag. The primary negatives are a relatively
low formula based return on equity (ROE) and reliance on an
average, rather than year-end rate base, which reduces the revenue
requirement.

FRP Appeal: Following its initial FRP decision, Comed filed an
appeal with the Illinois Commerce Commission (ICC) and in October
2012 the ICC reversed its position on the treatment of the Comed's
pension asset. The reversal restored about $135 million of revenue
in 2012. The ICC maintained its position on the use of an average,
rather than year-end, rate base and capital. Following the
rehearing order, Comed filed an appeal in state court regarding
the use of an average rate base and the interest rate used to
calculate the carrying cost on reconciliation adjusted balances.

Recent Comed Rate Case: On Dec. 19, 2012, the ICC issued an order
in Comed's second FRP filing. The decision was more constructive
than the previous order, but continues to rely on an average rate
base and capital structure. The ICC granted Comed a $72.6 million
rate increase compared to $74.2 million supported by the company.
The allowed ROE was 9.71% based on the pre-established formula
(3.91% Treasury yield plus 580 basis points), compared to 10.05%
in the prior case. Prospectively, Comed will file an annual FRP
each May with new rates effective the following January. Since
Treasury rates are unlikely to fall there is limited downside on
the ROE.

Rising Capex: Capital expenditures are forecasted to rise to
approximately $4.3 billion over the three-year period 2013-2015,
compared to $3.3 billion in the prior three-year period. The
higher outlays are primarily driven by the Illinois Energy
Infrastructure Modernization Act (EIMA), which requires Comed to
invest an incremental $1.3 billion on electric system upgrades
over five years and an additional $1.3 billion for smart grid
deployment over 10 years. The legislation provides for recovery
through the FRP filings.

Commodity Price Exposure: Ratings benefit from the absence of
commodity price exposure and the associated cash flow volatility.

Liquidity: A $1 billion unsecured credit facility provides ample
liquidity. Annual debt maturities will require on-going capital
market access.

Like-Kind-Exchange: Comed's exposure to the IRS's disallowance of
the tax benefits associated with a like-kind-exchange is a credit
concern, however the issue is not likely to be resolved for
several years and was not factored into the rating decision. As of
Jan. 28, 2013, EXC's potential tax and after-tax interest that
could become payable, excluding penalties, is $860 million, of
which $260 million would be paid by Comed.

PECO

Financial Position: Historical and projected credit measures are
well in excess of Fitch's target ratios for the current rating
category and the companies' peer group of 'BBB+' distribution
utilities. In 2013, Fitch estimates EBITDA/interest of
approximately 7.0x, FFO/interest 5.0x and FFO/Debt about 20%.
Regulatory Environment: In February 2012, HB 1294 was signed into
law. The legislation is intended to encourage utilities to invest
in infrastructure by providing cost recovery through an automatic
adjustment mechanism. Under the law, utilities will file a long-
term infrastructure improvement plan starting in 2013 and the
Pennsylvania Public Utility Commission (PUC) will establish a
distribution system investment charge (DSIC) to recover the
invested capital. The DSIC will be updated quarterly. The new
legislation also allows rate filings to include fully forecasted
test years, significantly reducing regulatory lag.

Commodity Price Exposure: Ratings benefit from the absence of
commodity price exposure and the associated cash flow volatility.

BG&E

Financial Position: The BG&E rating reflects historical and
projected credit measures that are consistent with the rating
category. In 2013, Fitch estimates EBITDA/interest of
approximately 5.5x, FFO/interest 4.5x and FFO/Debt about 20%.

Regulatory Recovery Mechanisms: Rate adjustment mechanisms outside
of base rate cases tend to stabilize BG&E's on-going cash flow.
These include decoupling for both residential and certain
commercial gas and electricity deliveries and purchased gas and
purchased power recovery mechanisms.

Regulatory Environment: The regulatory environment in Maryland
remains challenging largely due to regulatory lag and the
authorization of equity returns that are among the lowest in the
industry. The MPSC has been resistant to adopting forward looking
test years or other approaches to shorten regulatory lag.

Rate Filing: On July 27, 2012, BG&E filed a request with the MPSC
for electric and gas distribution rate increases. Including
updates during the rate proceedings the electric and gas rate
requests were $130.1 million and $45.6 million, respectively. The
increases are premised on a 10.5% return on equity (ROE). A
decision is required in February 2013.

RATING SENSITIVITIES

What Could Trigger A Negative Rating Action:

-- Lack of rate support for utility infrastructure investments or
    changes in the commodity cost recovery provisions in Illinois,
    Pennsylvania or Baltimore.
-- More aggressive growth strategy that increased business risk
    and/or leverage.
-- Sustained nuclear outage.
-- Increase in risk appetite as evidenced by change in hedging
    strategy at Exgen.

What Could Trigger A Positive Rating Action:

--Other than an unexpected change in business strategy (i.e.
   additional sources of regulated earnings and cash flow),
   positive rating action at parent is unlikely at the present
   rating level.
--For Comed, a constructive decision in Comed's next FRP
   proceeding that supports infrastructure investments and
   strengthens cash flow could lead to a one-notch upgrade.

Fitch has affirmed these ratings with a Stable Outlook:

Exelon Corp.
-- Issuer Default Rating (IDR) at 'BBB+';
-- Senior unsecured debt at 'BBB+';
-- Junior Subordinated Notes at 'BBB-'
-- Commercial paper at 'F2';
-- Short-term IDR at 'F2'.

Exelon Generation Co., LLC
-- Issuer Default Rating (IDR) at 'BBB+';
-- Senior unsecured debt at 'BBB+';
-- Commercial paper at 'F2';
-- Short-term IDR at 'F2'.

PECO Energy Co.
-- Issuer Default Rating (IDR) at 'BBB+';
-- First mortgage bonds at 'A';
-- Senior unsecured debt at 'A-';
-- Preferred stock at 'BBB';
-- Commercial paper at 'F2';
-- Short-term IDR at 'F2'.

PECO Energy Capital Trust III
-- Preferred stock at 'BBB'.

PECO Energy Capital Trust IV
-- Preferred stock at 'BBB'.

Baltimore Gas and Electric Company
-- Issuer Default Rating (IDR) at 'BBB;
-- First mortgage bonds at 'A-';
-- Senior unsecured debt at 'BBB+';
-- Pollution Control Bonds at 'BBB+'
-- Preferred stock to at 'BBB-';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Fitch has affirmed these ratings with a Positive Outlook:

Commonwealth Edison Company
-- Issuer Default Rating (IDR) at 'BBB-;
-- First mortgage bonds at 'BBB+';
-- Senior unsecured debt at 'BBB';
-- Preferred stock at 'BB+';
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.

ComEd Financing Trust III
-- Preferred stock at 'BB+'.


COMMUNITY HEALTHCARE OF DOUGLAS: Case Summary & Creditors' List
---------------------------------------------------------------
Debtor: Community Healthcare of Douglas, Inc.
          dba Southeast Arizona Medical Center
        2174 W. Oak Avenue
        Douglas, AZ 85607

Bankruptcy Case No.: 13-01738

Chapter 11 Petition Date: February 8, 2013

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

Judge: Brenda Moody Whinery

Debtor's Counsel: Michael W. Carmel, Esq.
                  MICHAEL W. CARMEL, LTD.
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  E-mail: michael@mcarmellaw.com

Scheduled Assets: $8,904,666

Scheduled Liabilities: $3,446,633

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/azb13-01738.pdf

The petition was signed by Ann L. Benson, chief executive officer.


CONTINENTAL AIRLINES: Dreamliner Woes No Impact on Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service says that the ongoing grounding of the
Boeing B787-8 Dreamliner does not affect the ratings it has
assigned to Continental Airlines, Inc.'s (B2 stable) Series 2012-
1, Series 2012-2 or Series 2012-3 Enhanced Equipment Trust
Certificates.

The respective A and B tranche ratings of the Series 2012-1 and
Series 2012-2 EETCs remain Baa2 and Ba2, respectively. The rating
on the C-tranche that Continental subsequently issued with its
Series 2012-3C EETC remains B1. Moody's does not see the
Dreamliner's current plight exerting pressure on the EETC ratings
in the near term because of the cross-default and cross-
collateralization features of these EETCs and the importance to
Continental of the other aircraft that serve as collateral for
these financings.

Continental Airlines, Inc. is an airline operating company
subsidiary of United Continental Holdings, Inc., which is also the
parent of United Air Lines, Inc. Combined with their regional
airline partners, these airlines operate an average of 5,472
flights a day to 381 airports on six continents from their hubs in
Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New
York/Newark Liberty, San Francisco, Tokyo, and Washington D.C.


CRAWFORDSVILLE LLC: Committee Retains SugarFGH as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Crawfordsville,
LLC, asks the U.S. Bankruptcy Court for permission to retain Sugar
Felsenthal Grais & Hammer LLP as counsel.

The firm will provide various services, including:

   a. advising the Official Committee on all legal issues as they
      arise;

   b. representing and advising the Official Committee regarding
      the terms of any sales of assets or plans of reorganization
      or liquidation, and assisting the Official Committee in
      negotiations with the Debtor, its secured creditors, the IC
      Committee and other parties-in-interest; and

   c. investigating the Debtor's assets and pre-bankruptcy
      conduct, and investigating the validity, priority and extent
      of any liens asserted against the Debtor's assets.

The discounted billing rates for SugarFGH attorneys for the 2012
calendar year range from $265.50 per hour for associates to
$589.50 per hour for senior partners.  The discounted billing
rates for SugarFGH paraprofessionals for the 2012 calendar year
range from $112.50 to $198 per hour.

The standard hourly rates for the 2012 calendar year of the
SugarFGH professionals presently expected to have primary
responsibility for providing services to the Committee, as
discounted by 10%, are:

   Professional                        Hourly Rate
   ------------                        -----------
  Aaron L. Hammer (Senior Partner)      $589.50
  Etahn M. Cohen (Partner)              $495
  Mark S. Melickian (Counsel)           $472.50
  Michael A. Brandess (Associate)       $315
  Jack R. O'Connor (Associate)          $265.50

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Crawfordsville

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


DOLLAR GENERAL: Moody's Eyes Possible Ratings Upgrade
-----------------------------------------------------
Moody's Investors Service placed Dollar General Corporation's long
term ratings on review for upgrade. The Speculative Grade
Liquidity rating of SGL-1 remains unchanged.

The following ratings are placed on review for upgrade: (LGD
assessments are subject to change.)

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1-PD

Senior secured term loan first out tranche at Ba1 (LGD 3, 43%)

Senior secured term loan first loss tranche at Ba2 (LGD 4, 68%)

Senior unsecured notes at Ba2 (LGD 5, 86%)

Senior unsecured shelf at (P) Ba2

Ratings Rationale

The review for upgrade acknowledges the addition of two
independent board members resulting in the board of directors no
longer being controlled by KKR as Buck Holdings, LP (who is
controlled by KKR) now owns less than 20% of Dollar General. The
review for upgrade also acknowledges Dollar General's clearly
stated financial policy, the cornerstone of which is its announced
3.0 times lease adjusted debt to EBITDAR target and its intention
to put in place an unsecured capital structure. Additionally, the
action reflects Moody's expectation that Dollar General's
operating performance will continue to be solid given the strong
fundamentals of the dollar store sector.

The review for upgrade will assess Dollar General's intentions to
migrate to an investment grade capital structure with the
increased financial flexibility that would be afforded by a
predominantly unsecured debt profile. This assessment would
include the potential refinancing of its senior secured term loan
due 2014.The review for upgrade will also focus on Dollar
General's new store openings, how the continued expansion into
California performs, and Dollar Generals future plans for its DG
Markets format. The review for upgrade will also consider Dollar
General's operating performance expectations, its liquidity, and
its future expectations for share repurchases. Dollar General's
SGL-1 could be impacted as the 2014 term loan maturity approaches,
should it not be refinanced in a timely manner.

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

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, owns and operates over 10,300 extreme value general
merchandise stores in 40 states. Revenues are about USD16 billion.


EDUCATION HOLDINGS: Has $7 Million Loan Approved
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Education Holdings 1 Inc. received bankruptcy court
approval for a $7 million loan to carry the online educator until
the March 7 confirmation hearing for approval of the prepackaged
reorganization plan.

                   About Education Holdings 1

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

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

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

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


EL FARMER: Hires Modesto Bigas as Counsel
-----------------------------------------
El Farmer Inc. asks the U.S. Bankruptcy Court for the District of
Puerto Rico for permission to employ Modesto Bigas Law Office as
counsel.

A $1,000 retainer was paid by the Debtor against which the law
firm would bill on the basis of $250 per hour plus expense for
work performed by Modesto Bigas Mendez, Esq.; attorney Alexandra
Bigas Valendon, $200 per hour, upon application and the approval
of the Court.

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

El Farmer Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.


FLAT OUT: Seeks to Auction Flat Top Grill Assets
------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that flat Out
Crazy LLC wants to put its Flat Top Grill chain on the auction
block, but the company is still on the hunt for an official lead
bidder.

                       About Flat Out Crazy

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

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

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

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


FRIENDSHIP DAIRIES: Can Employ Raymond Hunter as Dairy Consultant
-----------------------------------------------------------------
The Bankruptcy Court authorized Friendship Dairies to employ
Raymond Hunter, Ph.D., and Emerald Agriculture as special dairy
business consultants of the Debtor.

As reported in the TCR on Nov. 9, 2012, Dr. Hunter's services will
include conducting an assessment of the current state of the dairy
herd and business, suggesting a reporting system through which
parties in interest can be assured concerning the fundamental
physical and financial performance of the herd, conducting a
strategic analysis of the business, and reviewing the Debtor's
physical and financial projections to provide objectivity as to
how the business might be expected to perform.  Dr. Hunter will be
authorized and instructed to share all findings, conclusions, and
work product with the Debtor and the Creditor Committee.

Emerald Agriculture will serve at the hourly rate of $375 for
Mr. Hunter, and $125 for Dennis March, plus reimbursable expenses.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Robbins Salomon Replaces Levenfeld
------------------------------------------------------
The Official Committee of Unsecured Creditors of Friendship
Dairies filed papers in December asking the U.S. Bankruptcy Court
for permission to retain Robbins, Salomon & Patt, Ltd., as counsel
of record in the Chapter 11 case in place of Levenfeld Pearlstein
LLC.

On Nov. 13, 2012, the Bankruptcy Court entered an order
authorizing the retention of Levenfeld to represent the Committee.

On Nov. 30, 2012, Steve Jakubowski -- who has been the lead lawyer
handling the representation of the Committee in the case -- left
Levenfeld and joined Robbins Salomon.

The Committee desires to continue to retain the services of
Mr. Jakubowski and substitute Robbins Salomon as its lead counsel
in place of Levenfeld, effective as of Dec. 3, 2012.

Steve Jakubowski attests that Robbins Salomon does not hold any
interest adverse to the estate with respect to the matter on which
it is to be employed.

The Committee's new counsel can be reached at:

         Steve Jakubowski, Esq.
         ROBBINS, SALOMON & PATT, LTD.
         180 North LaSalle Street, Suite 3300
         Chicago, IL 60601
         Telephone: (312) 456-0191
         E-mail: sjakubowski@rsplaw.com

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  The petition
was signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Mullin, Hoard & Brown as
local counsel.


GAMETECH INT'L: Charles Jobson Discloses 4.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Charles Jobson disclosed that, as of Dec. 31,
2012, he beneficially owns 556,363 shares of common stock of
Gametech International, Inc., representing 4.7% of the shares
outstanding.  Mr. Jobson previously reported beneficial ownership
of 1,061,488 common shares or a 8.94% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                         http://is.gd/r4CTWi

                     About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.

GameTech disclosed total assets of $27.22 million and total
liabilities of $22.88 million as of Jan. 29, 2012.  GameTech's $16
million secured credit matured on June 30.  Three days earlier,
the loan was purchased by YIGT.

Before bankruptcy, GameTech rejected an offer from YIGT to combine
the two companies.  GameTech said in a court filing that it was
hoping for a more favorable transaction.  GameTech said that YIGT
purchased the loan at discount from lenders US Bank NA and Bank of
the West.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Greenberg Traurig, LLP.  Kinetic Advisors, LLC,
serves as the Debtors' financial advisor.

As reported by the TCR on Dec. 19, 2012, GameTech obtained
approval of its Chapter 11 plan on December 13.  According to the
report, unsecured creditors with claims estimated to range between
$1.5 million and $1.7 million were told in the disclosure
statement to expect a recovery between 36% and 70%.  Unsecured
creditors were the only class to vote on the plan.


GEOKINETICS INC: Voting Deadline for Prepackaged Plan on March 8
----------------------------------------------------------------
Geokinetics Inc. was commencing a solicitation of votes for its
pre-packaged Chapter 11 plan of reorganization from holders of the
Company's 9.75% senior secured notes due 2014, Series B-1 Senior
Convertible Preferred Stock, par value $10.00 per share, and
Series C-1 Senior Preferred Stock, par value $10.00 per share.
Votes on the prepackaged plan of reorganization must be received
by the voting agent by 12:00 p.m. (prevailing Eastern Time) on
March 8, 2013, unless this deadline is extended.  Copies of the
Company's plan of reorganization and solicitation and disclosure
statement may be accessed at http://www.GOKRestructuring.com.
Parties seeking additional information about the balloting process
may contact GCG, the voting agent for the solicitation, at (800)
761-8709.

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

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

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

                          RSA Amendment

On Feb. 4, 2013, Geokinetics, Geokinetics Holdings USA, Inc., a
wholly owned subsidiary of the Company, and the Company's other
direct and indirect domestic subsidiaries entered into Amendment
One to the Restructuring Support Agreement, dated Jan. 15, 2013,
with American Securities Opportunities Advisors, LLC, Gates
Capital Management, Inc., and other parties thereto, as beneficial
owners of, or advisors, nominees or investment managers for
beneficial owners of, more than 70% in aggregate principal amount
of Holdings' 9.75% Senior Secured Notes due 2014, and Avista
Capital Partners, L.P. and Avista Capital Partners (Offshore),
L.P., the largest holders of the Company's outstanding Series B-1
Senior Convertible Preferred Stock, Series C-1 Senior Preferred
Stock and Series D Junior Preferred Stock.  The Amendment, among
other things, (i) extends the date by which the Company must
commence the solicitation of votes to accept or reject the Joint
Chapter 11 Plan of Reorganization of the Company and the
Subsidiaries from Jan. 31, 2013, to Feb. 8, 2013, before the
Noteholders may terminate the Agreement, (ii) provides that the
Noteholders may terminate the Agreement if (a) the Company has not
filed petitions commencing the Chapter 11 case as soon as
practicable after, and in no event before, the close of the
Solicitation and (b) American Securities and Gates have not
executed an agreement authorizing and approving a form of
shareholders' agreement prior to the filing of petitions
commencing the Chapter 11 case, and (iii) extends the deadline by
which American Securities and Gates must execute an agreement
authorizing and approving a form of shareholders' agreement from
Feb. 15, 2013, to March 15, 2013, before triggering the right of
the Preferred Stockholders to terminate the Agreement as to those
Preferred Stockholders only.

A copy of the amendment is available at http://is.gd/j9AYfu

                      About Geokinetics Inc.

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

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

                           *     *     *

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

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

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


GEOMET INC: Robeco No Longer Owned Shares as of Dec. 31
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Robeco Investment Management, Inc., disclosed
that, as of Dec. 31, 2012, it does not beneficially own any shares
of common stock of GeoMet, Inc.  A copy of the filing is available
for free at http://is.gd/u1lHsR

                          About Geomet Inc.

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

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

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

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

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

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


GLYECO INC: Amends Asset Purchase Pact with Renew Resources
-----------------------------------------------------------
As reported by GlyEco, Inc., on a current report on Form 8-K filed
by the Company with the Securities and Exchange Commission on Oct.
9, 2012, and subsequently amended on Nov. 2, 2012, GlyEco
Acquisition Corp. #5, an Arizona corporation and wholly-owned
subsidiary of the Company, acquired the business and all of the
glycol-related assets of Renew Resources, LLC, effective Oct. 29,
2012, pursuant to the Asset Purchase Agreement, dated Oct. 3,
2012, as amended, by and among Acquisition Sub, Renew Resources,
and Todd M. Bernard, the selling principal of Renew Resources

On Jan. 31, 2013, the Parties entered into an Amendment No. 2 to
Asset Purchase Agreement, pursuant to which the Parties
effectuated the final allocation of the purchase price for the
transaction.  The Parties agreed to an aggregate purchase price of
$150,000 consisting of (i) $15,000 in cash, (ii) $35,000 in
liabilities paid, and (iii) 200,000 shares of the Company's Common
Stock with a fair value of $0.50 per share (based upon the volume
of shares sold at this price for the same type of unregistered and
restricted security).

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

                        http://is.gd/8Mdusj

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GOLD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gold Properties, Inc.
        P.O. Box 2708
        Winter Haven, FL 33883

Bankruptcy Case No.: 13-01607

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Tanya M. Comparetto, Esq.
                  Tanya M Comparetto, P.A.
                  1937 East Edgewood Drive
                  Lakeland, FL 33803
                  Tel: (863) 686-6883
                  Fax: (863) 616-9143
                  E-mail: Tanya@tmclaw.net

Scheduled Assets: $2,576,629

Scheduled Liabilities: $1,207,549

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/flmb13-01607.pdf

The petition was signed by Stephen L. Gold, president.


GRAND JUNCTION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Grand Junction, LLC
        2330 Parkway
        Pigeon Forge, TN 37863

Bankruptcy Case No.: 13-50198

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  HODGES, DOUGHTY & CARSON, PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  E-mail: dfarmer@hdclaw.com

Scheduled Assets: $5,129,476

Scheduled Liabilities: $4,180,463

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/tneb13-50198.pdf

The petition was signed by John Chapman, chief manager.


GREEN EARTH: Former Mid-West Fuels President Named to Board
-----------------------------------------------------------
Green Earth Technologies, Inc., announced the addition of John
Thomas, a seasoned executive with more than 30 years' experience
and former President of the Mid-West Fuels Value Chain to the GET
Board of Directors.  Mr. Thomas will serve as an independent
director.

Mr. Thomas has previously held senior management positions with
affiliates and subsidiaries of BP plc including Senior Vice
President, Global Marketing for Castrol; President, US Convenience
Retail; President, West Coast Retail (Arco); Head of Retail
Marketing in the United Kingdom, and European Marketing Manager in
Brussels.  Mr. Thomas previously served as Chairman of the API
Marketing Committee and was a Board member of the Joint Coalition,
an industry wide "think tank."  Mr. Thomas received his Bachelor
of Science and Master of Business Administration degrees from
Syracuse University.

"Mr. Thomas has tremendous experience in brand building and the
launch of new lubricant products and his expertise will be of
great benefit to the company," said David Buicko, Chairman of
Green Earth Technologies.

"GET is still a relatively young company; however it has already
developed an exciting line of market leading products.  The
company has created a culture of innovation and has a pipeline of
new opportunities going forward," said Thomas.  "I am pleased to
join the GET Board of Directors and hope that my business,
marketing and brand experience will contribute to the successful
launch and marketing of many new innovative products in the
future."

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $11.26 million for the
year ended June 30, 2012, compared with a net loss of $12.21
million during the prior fiscal year.

Friedman LLP, in East Hanover, New Jersey, 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's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$3.78 million in total assets, $12.63 million in total liabilities
and a $8.85 million total stockholders' deficit.


GREEN ENERGY: Chiropractic Associates Director Named to Board
-------------------------------------------------------------
The Board of Directors of Green Energy Management Services
Holdings, Inc., elected Dr. Robert Thomson as a director of the
Company, effective Jan. 31, 2013, to replace the vacancy created
by the resignation of Mr. William D'Angelo.  Dr. Thomson is
expected to be named to the Audit Committee and the Compensation
Committee.  The Board has determined that Dr. Thomson is an
independent director within the meaning of applicable listing
rules of The New York Stock Exchange, as amended from time to
time, and the rules promulgated by the SEC.

Dr. Thomson, 53, serves as the clinical director of Chiropractic
Associates of Mandeville, LA, a position he has held since July
2002.  As a former President of the Louisiana Chiropractic
Association of Louisiana, he is actively involved in regulation
and procedures of care givers in his association.  Dr. Thomson has
also been actively involved in the "waste to energy" industry for
the past 20 years.  Dr. Thomson was an original founding member
and served on the Board of Director of Tempico, Inc., a medical
waste processing company, where he was instrumental in assisting
with the creation of a process that converted components of the
municipal waste stream to reusable pulp.  Dr. Thomson also served
on the Board of Directors of Tempico Medical Waste Processing,
Inc., where a similar process was used that ultimately rendered
the medical waste stream harmless.  Dr. Thomson served as a member
of the Board of Directors of both companies for nearly 15 years
and has other broad experience in clean energy alternatives. Dr.
Thomson currently consults in the field medical waste processing
on an as needed basis.  Dr. Thomson is a graduate from Louisiana
State University (pre-med), Canada College (pre-med) and Western
States Chiropractic College.  Dr. Thomson served in the U.S. Coast
Guard and the U.S. Coast Guard Reserve.

The Company has not entered into any material plan, contract or
arrangement to which Dr. Thomson is a party or in which Dr.
Thomson participates, nor has any grant or award of the Company's
common stock has been made to Dr. Thomson, in connection with his
election.  The Company may grant equity or cash awards to Dr.
Thomson in the future in consideration for his services as a
director.

Meanwhile, on Dec. 31, 2012, the Company sold to Water Tech World
Wide, LLC, (i) an 8% secured promissory note, (ii) a warrant and
(iii) a second warrant, for gross proceeds of $310,000.  Dr.
Thomson is the sole managing member of the Lender and has the sole
voting and dispositive power over the shares of the Company's
common stock underlying the Warrants owned by the Lender.  The
Note matures on the earlier of (i) Feb. 28, 2013, and (ii) the
date when the Company consummates a debt or equity financing
resulting in gross proceeds to the Company of at least $310,000
and maybe prepaid in whole or in part at any time without premium
or penalty.  In the event the Company does not repay the Lender
any outstanding principal and any accrued but unpaid interest
under the Note on or before the Initial Maturity Date, the Initial
Maturity Date will be extended until the date when the Company
consummates that Financing and repays the unpaid principal amount
and interest due hereunder.  The Company further agreed to make
mandatory payments to the Lender as funds are paid to and received
by the Company under that certain Sales and User Agreement, dated
as of Nov. 2, 2010, entered into by and between The Riverbay Fund,
Inc., and Green Energy Management Services, Inc., the Company's
wholly-owned subsidiary.  The Note is secured by all of the
Company's rights, title and interests in any Riverbay Payments and
any other accounts receivable due to the Company from Riverbay
under the Riverbay Agreement.  The Note contains customary events
of default upon the occurrence of which, subject to any cure
period, the full principal amount of the Note, together with any
other amounts owing in respect thereof, to the date of that event
of default, will become immediately due and payable without any
action on the part of the Lender.  The Company plans to use the
net proceeds of the sale of these securities as general working
capital.

The First Warrant entitles the Lender to purchase 19,035,638
shares of the Company's common stock, $0.001 par value per share,
at an exercise price of $0.001 per share.  The Second Warrant
entitles the Lender to purchase to purchase 2,337,707 shares of
Common Stock at an exercise price of $0.01 per share.  The
Warrants will be exercisable from issuance until 3 years after the
Effective Date.  The number of shares of Common Stock issuable
upon exercise of the Warrants is subject to adjustment in the
event of any change in the Common Stock, including changes by
reason of stock dividends, stock splits, reclassifications,
mergers, consolidations or other changes in the capitalization of
Common Stock.

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

                       http://is.gd/1oafYN

                        About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $4.83 million in total liabilities, all
current, and a $3.49 million total stockholders' deficit.

                        Bankruptcy Warning

"As of September 30, 2012, we had cash of $13,996 and contract
receivables of $32,193.  With the funds that we currently have on
hand and the potential third party financing to monetize the
revenues projected from our agreement with Co-op City, pursuant to
which we have received approximately $21,000 per month to date, we
believe that we will be able to sustain our current level of
operations for approximately the next 12 months.

"Risk Factors for the matters for which a negative outcome could
result in payments by us of substantial monetary damages, or
changes to our products or our business, which may have a material
and adverse impact on our business, financial condition or results
of operations or force us to file for bankruptcy and/or cease our
operations."


GSC GROUP: Kaye Scholer Can't Keep Fees: Says U.S. Trustee
----------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the trustee for
investment management firm GSC Group Inc. fired back Thursday at
Kaye Scholer LLP in a battle over fees it earned from GSC's
Chapter 11 bankruptcy in New York, saying Kaye Scholer's admitted
mistakes were serious enough to force it to pay back the fees.

U.S. Trustee Tracy Hope Davis asked the New York bankruptcy court
to reject Kaye Scholer's contentions that there was no evidence
that it set out to deceive or failed to correct erroneous
disclosures when its partners did not properly disclose that
Robert Manzo was an independent contractor instead of an executive
director of Capstone Advisory Group LLC.

                           About GSC Group

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

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

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

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

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

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

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


HAMPTON ROADS: Davidson Kempner No Longer Had Shares as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Davidson Kempner Partners and its affiliates
disclosed that, as of Dec. 31, 2012, they do not beneficially own
any shares of common stock of Hampton Roads Bankshares, Inc.
A copy of the filing is available at http://is.gd/7ZOP8l

                   About Hampton Roads Bankshares

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

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

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

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

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


HIGH LINER: Credit Facility Changes No Impact on Moody's 'B1' CFR
-----------------------------------------------------------------
Moody's Investors Service reports that High Liner Foods' (TSX:
HLF) recently completed amendments to its Term Loan B (rated B2)
and ABL (unrated) credit facilities are a credit positive.
However, the amendments to its credit facilities does not affect
High Liner's B1 Corporate Family Rating, B2 rating on its Term
Loan B, or stable rating outlook.

The principal methodology used in rating High Liner Foods, Inc.
was the Global Packaged Goods Industry Methodology published in
December 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

High Liner Foods, Inc. (TSX: HLF), headquartered in Lunenburg,
Nova Scotia, is a North American processor and marketer of
prepared, value-added frozen seafood serving the retail and food
service markets. The company's brands include High Liner, Mirabel,
Fisher Boy, Sea Cuisine, Viking, FPI, Icelandic Seafood, Samband,
and Royal Sea. Additionally, the company produces private label
processed seafood. In December 2011, High Liner acquired the US
subsidiary (Icelandic USA) and Asian procurement operations of
Icelandic Group h.f., for approximately USD233 million. High
Liner's revenues for the twelve months ending September 29, 2012
were approximately USD895 million (C$902 million).


HORIZON LINES: Acquires Three Vessels for $91.8 Million
-------------------------------------------------------
Horizon Lines, Inc., through its newly formed subsidiary Horizon
Lines Alaska Vessels, LLC, acquired off charter three Jones Act
qualified, D-7 vessels for a purchase price of approximately $91.8
million.  Financing for the acquisition of the Vessels, and
associated fees and expenses, was arranged via two separate term
loans totaling approximately $95.8 million at a weighted average
interest rate of 9.8%, and both maturing on Sept. 30, 2016.

Horizon's Alaska trade is served by this fleet of Vessels -- the
Horizon Anchorage, the Horizon Kodiak, and the Horizon Tacoma.
The Vessels are designed especially for the demanding Alaska
weather conditions and for the specific port characteristics in
Anchorage, Kodiak and Dutch Harbor.  The Vessels, built in 1987,
are each diesel powered, with a maximum speed of 20 knots and have
1,668 twenty-foot equivalent units of cargo capacity.

                  $20 Million Term Loan Agreement

On Jan. 31, 2013, Horizon and those of its subsidiaries that are
parties to the 11.00% First Lien Senior Secured Notes due 2016,
the 13.00%-15.00% Second Lien Senior Secured Notes due 2016, and
the 6.00% Series A Convertible Senior Secured Notes due 2017
entered into a $20 million term loan agreement with certain
lenders and U.S. Bank National Association, as administrative
agent, collateral agent, and ship mortgage trustee.  The loan
under the $20 million Agreement matures on Sept. 30, 2016, and
accrues interest at 8.00% per annum, payable quarterly commencing
March 31, 2013, with interest calculated assuming accrual
beginning Jan. 8, 2013.  The $20 million Agreement is secured by
substantially all of the assets of the Loan Parties that secure
the Notes, on a priority basis relative to the Notes.  The $20
million Agreement does not provide for any amortization, and the
full outstanding amount of the loan is payable on Sept. 30, 2016.
The covenants in the $20 million Agreement are substantially
similar to the negative covenants contained in the indentures
governing the Notes, which indentures permit the incurrence of the
term loan borrowed under the $20 million Agreement and the
contribution of such amounts to Horizon Alaska.

The proceeds of the loan borrowed under $20 million Agreement were
contributed to Horizon Alaska to enable it to acquire the Vessels.
Horizon Alaska is an "unrestricted subsidiary" under the
Indentures.

                  $75 Million Term Loan Agreement

On Jan. 31, 2013, Horizon Alaska, together with newly formed
subsidiaries Horizon Lines Alaska Terminals, LLC, and Horizon
Lines Merchant Vessels, LLC, entered into an approximately $75.8
million term loan agreement with certain lenders and U.S. Bank
National Association, as the administrative agent, collateral
agent and ship mortgage trustee.  The obligations are secured by
substantially all of the assets of Horizon Alaska, Horizon
Vessels, and Alaska Terminals, including the Vessels.  The loan
under the $75 million Agreement accrues interest at 10.25% per
annum, payable quarterly commencing March 31, 2013.  Amortization
of loan principal is payable in equal quarterly installments,
commencing on March 31, 2014, and each amortization installment
will equal 2.5% of the total initial loan amount.  The full
remaining outstanding amount of the loan under the $75 million
Agreement is payable on Sept. 30, 2016.

The proceeds of the loan under the $75 million Agreement were
utilized by Horizon Alaska to acquire the Vessels.

The $75 million Agreement contains negative covenants including
limitations on the incurrence of indebtedness, liens, asset sales,
investments and dividends.

The agent and the lenders under the $75 million Agreement have
acknowledged they have been notified that they do not, pursuant to
the loan, have any recourse to the stock or assets of Horizon or
any of its subsidiaries.  Defaults under the $75 million Agreement
do not give rise to any remedies under Horizon's ABL facility or
the Indentures.

In connection with the Vessel purchases and financing, on Jan. 31,
2013, Horizon also entered into a second amendment to the ABL
Credit Agreement, by and among Horizon, Horizon Lines, LLC, the
guarantors party thereto, the lenders party thereto and Wells
Fargo Capital Finance, LLC, as administrative agent.  Horizon
further entered into a new Intercreditor Agreement, by and among
Horizon, Horizon Lines, LLC, each of the other grantors from time
to time party thereto, Wells Fargo Capital Finance, LLC, in its
capacity as agent under the ABL Credit Agreement, and U.S. Bank
National Association, in its capacity as administrative agent,
collateral agent, and ship mortgage trustee under the $20 million
Agreement, and in its capacity as trustee and collateral agent for
each of the Notes.  Horizon entered into the ABL Facility
Amendment and the Intercreditor Agreement to allow for the $20
Million Agreement to be guaranteed by the same entities that
guarantee the existing indebtedness represented by borrowings
under the ABL Credit Agreement and the Notes and to be secured by
liens on the collateral securing the Notes, on a relative priority
basis to the Notes.

Horizon, through one of its subsidiaries, is leasing the Vessels
from Horizon Alaska under a bareboat charter on terms at least as
favorable as would have been obtained by Horizon with a third
party.  The initial term of the bareboat charter expires in
December 2019, with an ability to extend.  The obligations under
the bareboat charter are guaranteed by the Loan Parties and such
guarantee, along with the bareboat charter, have been pledged as
collateral by Horizon Alaska under to $75 Million Agreement.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$620.50 million in total assets, $617.47 million in total
liabilities and $3.02 million in total stockholders' equity.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOSTESS BRANDS: Has Green Light to Auction Brands in March
----------------------------------------------------------
Dow Jones Newswires' Rachel Feintzeig reports that Bankruptcy
Judge Robert Drain in White Plains, N.Y., on Monday cleared
Hostess Brands Inc. to proceed with several of the sale processes
it has unveiled during the past several weeks:

   $410   million is being offered by private-equity firms
                  Apollo Global Management LLC and Metropoulos &
                  Co., as lead bidder, for most of the Hostess
                  cakes business, including brands such as
                  Twinkie, Dolly Madison, Ho Hos and Ding Dongs.
                  That bid also covers five bakeries and certain
                  equipment.  If Apollo and Metropoulos don't
                  emerge as the owner of the Twinkie assets,
                  they will be eligible for a breakup fee of
                  $12.3 million.

    $27.5 million is being offered by McKee Foods Corp., the maker
                  of Little Debbie snack cakes, as lead bidder,
                  for Hostess's Drake's brand.  The offer doesn't
                  include the Drake's plant in New Jersey. McKee
                  Foods would receive $687,500 if it doesn't win
                  at auction.

    $28.9 million is being tendered by a subsidiary of United
                  States Bakery Inc., a Portland, Ore., company
                  also known as Franz Family Bakery, as lead
                  bidder, for Hostess's bread brands including
                  Sweetheart, Eddy's, Standish Farms and Grandma
                  Emilie's. That bid also includes four bakeries,
                  14 depots and equipment.

The auction for the Twinkie assets is scheduled for March 13,
according to a Hostess spokesman, the report relates, and auctions
for the Drake's assets and the four bread brands are slated for
March 15.  Judge Drain will hold a sale hearing March 19 to
consider approval of the winning bidders.

In January, Hostess won permission to auction off five of its
major bread brands -- including Wonder and Nature's Pride -- along
with 20 plants and 38 depots.  Flowers Foods Inc., based in
Thomasville, Ga., and the maker of Tastykakes, is the stalking
horse in that contest, offering $360 million. The auction is set
to take place on Feb. 28, with a sale hearing on March 5.

According to Dow Jones, Lisa Laukitis, a Jones Day attorney
representing Hostess, said in court Monday that Hostess has
drummed up stalking-horse bids totaling more than $856 million.

                  Union Sought Change of Rules

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bakery workers' union was in bankruptcy court
seeking a change in rules for auctioning off the snack cake
business belonging to Hostess Brands Inc.  A strike by the union
was the reason the baker of Wonder bread was forced to shut down
and liquidate.

The report relates that Hostess had no alternative aside from
liquidation when the bakery union struck in November after the
company implemented a concessionary contract the bankruptcy judge
approved in October.  The contract required Hostess to insist that
any purchaser recognize the union as the workers' bargaining agent
and negotiate a contract.

According to the report, the union objects because Hostess is
proposing to sell the snack cake business without requiring a
buyer to negotiate a new union contract.  The Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union raised the same objection when the judge approved auction
procedures for most of the bread business.  The judge deferred
ruling, saying the issue was properly the subject of objection to
a sale once the highest bid is selected at auction.

The union, the report discloses, also wants the judge to insert a
provision in the sale saying that the bankruptcy court isn't
relieving a buyer of its obligations under labor laws to recognize
and negotiate with the union.

The hearing the U.S. Bankruptcy Court in White Plains, New York,
will establish rules governing the auction to determine whether
the $410 bid from Apollo Global Management LLC and C. Dean
Metropoulos & Co. is the best offer for a majority of the snack
cake business. The judge already approved procedures leading up to
a Feb. 28 auction for most of the bread business where the opening
bid is $390 million.

                 Twinkles' Change Of Owners

Steven M. Davidoff, writing for The New York Times' DealBook blog,
reported that the same machinations that nearly caused the demise
of the Twinkies brand may be the same machinations that could save
it.

The DealBook related that the Twinkies, which was an in-house
invention of Continental Baking Company, has passed the hands of
many owners and will soon pass to another owner, in an attempt to
save the 83-year old cream-filled snack and other assortment of
baked products owned by Hostess Brands.

Liquidation, according to DealBook, has proved to be the Twinkie's
savior as bankruptcy has given Hostess Brands freedom from its 394
union contracts and more than $2 billion pension liabilities and
the value of the Twinkie has been reduced solely to what people
were willing to pay for the brand. Two private equity firms, C.
Dean Metropoulos & Company and Apollo Global Management, have
agreed to pay $410 million to buy the Hostess business, including
Twinkies, the DealBook noted.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Workers Seeking Higher Wages From Buyers
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bakery workers' union, whose strike caused
Hostess Brands Inc. to liquidate, held a press conference to
announce it's held talks with prospective purchasers of the maker
of Wonder bread.

According to the report, Hostess was prohibiting the buyers from
talking to the union, the workers' representative previously said.
To gain access to the buyers, the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union signed a
confidentiality agreement.

The report relates that union leader David Durkee said his
membership will fight to be a part of Hostess' future. He believes
the workers can negotiate better wages with buyers than they were
receiving from Hostess.

Hostess has contracts to sell various parts of the business to
several buyers for more than $850 million in total. There will be
auctions to test the market for higher bids. The first auction
will take place Feb. 28 for most of the Hostess bread business.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HYPERTENSION DIAGNOSTICS: Issues $200,000 Notes to 2 Directors
--------------------------------------------------------------
HDI Plastics, Inc., a wholly owned subsidiary of Hypertension
Diagnostics, Inc., executed a Secured Promissory Note in a
principal amount of $200,000 in favor of Mark Schwartz and Alan
Stern, directors of the Company.  The Note bears interest at an
annual rate of 18%, payable monthly, and is guaranteed by the
Company.  The Note matures on Feb. 1, 2014, at which time all
principal and accrued and unpaid interest on the Note is due.  The
Note is secured by certain equipment of HDI Plastics pursuant to a
negotiated Security Agreement executed by HDI Plastics in favor of
Messrs. Schwartz and Stern.

In connection with the issuance of the Note, the Company issued to
each of Messrs. Schwartz and Stern a warrant to purchase 3,333,333
shares of common stock, par value $0.01 per share, of the Company
for an exercise price of $0.03 per share, subject to appropriate
adjustment for stock splits, combinations and similar
recapitalization events.  The warrants contained other customary
terms and conditions.  The warrants expire on Feb. 4, 2018.

Pursuant to the terms of the Note and Security Agreement, HDI
Plastics may raise an additional $300,000 on the same terms and
conditions as those set forth in the Note, Security Agreement and
Warrants.

                   About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.0 million in total liabilities, and a
stockholders' deficit of $909,741.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.


IMAGEWARE SYSTEMS: Traditional Investment Holds 7.6% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Traditional Investment Fund, LTD, and Thomas L.
Wallace disclosed that, as of Dec. 20, 2011, they beneficially own
6,000,000 shares of common stock of Imageware Systems, Inc.,
representing 7.63% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/JvCESO

                      About ImageWare Systems

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

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

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


INDIEPUB ENTERTAINMENT: Suspends Reporting Obligations with SEC
---------------------------------------------------------------
indiePub Entertainment Inc. filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate
registration of its common stock and suspend its duty to file
reports under Sections 13 and 15(d) of the Securities Exchange Act
of 1934.  There were only 160 holders of the common shares as of
Feb. 6, 2013.

                           About indiePub

indiePub Entertainment, Inc., formerly Zoo Entertainment, Inc., is
a developer, publisher and distributor of interactive
entertainment software for digital distribution channels.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, EisnerAmper LLP, in
Edison, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has both incurred losses and
experienced net cash outflows from operations since inception.

The Company's balance sheet at Sept. 30, 2012, showed $1.94
million in total assets, $7.44 million in total liabilities and a
$5.49 million total stockholders' deficit.


INTELLIPHARMACEUTICS: Isa Odidi Discloses 40.8% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Isa Odidi and his affiliates disclosed that,
as of Jan. 10, 2013, they beneficially own 8,179,721 shares of
common stock of Intellipharmaceutics International, Inc.,
representing 40.8% of the shares outstanding.  A copy of the
filing is available at http://is.gd/GEm8JM

              About Intellipharmaceutics International

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

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

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

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


ISOLA USA: Heavy Debt Burden Cues Moody's to Cut CFR to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service has downgraded Isola USA's Corporate
Family Rating (CFR) to Caa2 from B3, and the Probability of
Default Rating (PDR) to Caa2-PD from B3-PD, reflecting the rating
agency's view that Isola's overall debt load may be unsustainable
over the long term, accentuated by Moody's expectations of
continuing softness in the company's key printed circuit board end
markets over the next year, which will further stress the company
financial profile.

Concurrently, Moody's downgraded Isola's senior secured first-lien
term loan rating to B3 from B1. The rating outlook was changed to
negative from stable, given the rating agency's view that absent a
material turnaround in the company's business or meaningful debt
reduction through additional equity capital the probability of
default will remain elevated.

Ratings Rationale

The Caa2 Corporate Family Rating reflects the heightened
probability of a debt restructuring absent equity infusion given
Isola's relatively weak credit metrics, in light of approaching
debt maturities in 2015 and the PIK accretion of the subordinated
notes. The rating also incorporates the company's small scale
relative to larger vertically integrated competitors, which are
typically divisions of larger companies with greater financial and
R&D resources than Isola. Moody's expects Isola's high financial
leverage at the mid 5x total debt to EBITDA (Moody's adjusted)
levels to remain at current range given modest opportunity for
organic deleveraging. The rating also reflects the variability in
the company's cash generation given its limited visibility into
end-market demand, and its exposure to the volatile semiconductor
industry and to OEMs in the highly cyclical technology,
telecommunications and networking market segments. The rating
benefits from Isola's increasing focus on higher quality laminates
for the end PCB products which carry higher margins and its close
relationships with OEMs, which aids the design and fabrication
process.

Moody's notes that earlier in 2012, the company announced plans
for an initial public offering, the proceeds of which were slated
to pay down some existing debt. However, as the general business
conditions in the key printed circuit boards end markets that use
Isola's high end laminates are expected to remain choppy over the
next year, the probability of a successful IPO launch has
diminished while the company's debt balances grow with the
accretion of the PIK notes.

Isola maintains adequate liquidity supported by cash balances of
roughly USD60 million as of September 30, 2012. Moody's expects
profitability to remain flat in the near term with modest
improvement in the latter half of 2013 as a result of the
continued mix shift to more specialized higher margin laminate
products. With expected working capital needs to fund mid to high
single-digit revenue growth and capex estimated in the range of 3%
to 4% of revenue, Moody's anticipates negative to breakeven free
cash flow over the coming year, which would not allow the company
to materially reduce the company's financial leverage.

What Could Change the Rating - UP

Ratings could be upgraded if the company were to successfully
address its upcoming maturities, demonstrate sustainable
improvement in operating performance, or obtain equity funding
such that its total debt to EBITDA (Moody's adjusted) is reduced
below 5.0x.

What Could Change the Rating - DOWN

Ratings could be downgraded if the company is unable to improve
its operating performance, the company's liquidity position were
to weaken or failure to address its upcoming maturities, leading
to heightened risk of a default.

Rating Actions:

  Corporate Family Rating downgraded to Caa2 from B3

  Probability of Default Rating downgraded to Caa2-PD from B3-PD

  Sr. Secured First Lien Term Loan downgraded to B3 (LGD-3, 30%)
  from B1 (LGD-2, 25%)

The principal methodology used in rating Isola USA Corp. was the
Global Distribution & Supply Industry Methodology published in
November 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


ISTAR FINANCIAL: Diamond Hill Discloses 5.5% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Diamond Hill Capital Management, Inc.,
disclosed that, as of Dec. 31, 2012, it beneficially owns
4,644,073 shares of common stock of iStar Financial Inc.
representing 5.5% of the shares outstanding.  Diamond Hill
previously reported beneficial ownership of 5,141,989 common
shares or a 6.3% equity stake as of Dec. 30, 2011.  A copy of the
amended filing is available at http://is.gd/b02SwR

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

iStar Financial's balance sheet at Sept. 30, 2012, showed $6.94
billion in total assets, $5.52 billion in total liabilities,
$14.20 million in redeemable noncontrolling interests, and $1.40
billion in total equity.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


ISTAR FINANCIAL: BlackRock Discloses 6.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 5,690,847 shares of common
stock of iStar Financial Inc. representing 6.8% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 4,984,092 common shares or a 6.08% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available at:

                        http://is.gd/TpEWWb

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

iStar Financial's balance sheet at Sept. 30, 2012, showed $6.94
billion in total assets, $5.52 billion in total liabilities,
$14.20 million in redeemable noncontrolling interests, and $1.40
billion in total equity.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JEFFERSON COUNTY: Indenture Trustee Seeks to Spread Payments
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the indenture trustee for Jefferson County, Alabama
sewer bondholders filed papers in bankruptcy court for permission
to accelerate maturity of bonds among the $3.2 billion that
haven't already come due.

The report notes that even if the indenture trustee can accelerate
maturity of the bonds, it doesn't mean the county is required to
pay immediately.  Accelerating the bonds would kick in a provision
in the indenture where future payments would be applied both to
principal and interest.

Bank of New York Mellon, the indenture trustee, is acting because
holders of some $792 million in previously matured bonds didn't
consent to the use of reserves to pay $18.2 million in principal
coming due Feb. 1.  For lack of consent, the indenture trustee
didn't make the Feb. 1 payments, according to the report.

According to the report, the bank filed a second set of papers
asking the bankruptcy judge in Birmingham, Alabama, to resolve
disputes with bond insurers about interpretation of provisions in
the indentures.

The indenture trustee takes the position that the so-called
automatic stay doesn't apply to acceleration of the bonds under
Section 922 of the U.S. Bankruptcy Code.  That section says that
the stay doesn't preclude payment from "pledged special revenues."
If the stay does apply, the indenture trustee wants the bankruptcy
judge to modify the stay to allow acceleration of the bonds.

                      About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: S&P Lowers Rating on Sewer Warrants to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying ratings
(SPURs) to 'D' from 'C' on Jefferson County, Ala.'s series 1997A,
2001A, 2003-B-8, 2003 B-1-A through series 2003 B-1-E, and series
2003 C-1 through 2003 C-10 sewer system revenue warrants (Sewer
Warrants).

"The downgrade follows the suspension of payments by the trustee,
the Bank of New York Mellon," said Standard & Poor's credit
analyst James Breeding.

According to the trustee, the scheduled principal and interest
payments due on both the fixed-rate and auction-rate warrants were
not made on Feb. 1, 2013.  The trustee issued a notice on Feb, 1,
indicating that it was suspending any distribution of net system
revenues and any draws on insurance policies securing the Sewer
Warrants until further notice.

The trustee had been applying net system revenues to the payment
of interest and principal due by reason of maturity or sinking
fund redemption on the Sewer Warrants.  Previously, holders of
certain bank warrants, which are on an accelerated repayment
schedule and which had principal payments overdue, had consented
to the trustee's making distributions on the Sewer Warrants as if
no payment defaults had occurred on the bank warrants.  However,
according to the notice filed, the trustee has been informed that
those holders of the bank warrants are no longer willing to
consent.  As a result, the trustee is suspending any distributions
of net system revenues to make principal and interest payments on
the Sewer Warrants.

As of Sept. 30, 2010 (the latest audit available), Jefferson
County had sewer revenue warrants outstanding of $3.16 billion.
Three series of Sewer Warrants are in a fixed-rate mode (series
1997A, 2001A, and 2003B-8), two are in an auction-rate mode
(series 2003B-1 and 2003C), and the remainder were issued as
variable-rate warrants.  Standard & Poor's does not maintain a
rating on the variable-rate warrants.


JEFFERSON COUNTY: Bondholders Sue Over Sewer Payments
-----------------------------------------------------
Katy Stech at Daily Bankruptcy Review reports that pressed by an
impatient group of creditors, the bank in charge of distributing
sewer revenue to Jefferson County, Ala., bondholders owed some
$3.2 billion has turned to the county's bankruptcy judge for help
in determining whether it can accelerate some debt payments and
make bond insurers pay for them.

                      About Jefferson County

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

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

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

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

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

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

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

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


LEGENDS GAMING: Debtor and Chickasaws Sue One Another
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the confirmation hearing Feb. 6 where casino operator
Legends Gaming LLC was intending to have approval of a Chapter 11
reorganization plan instead is turning into a litigation meltdown
with an affiliate of the Chickasaw Nation that was under contract
to buy the facility.

The report recounts that the bankruptcy court in Shreveport,
Louisiana, approved disclosure materials in November allowing
creditors to vote in anticipation of the Feb. 6 confirmation
hearing.  The gaming properties in Bossier City, Louisiana, and
Vicksburg, Mississippi, were to be sold under the plan to the
Chickasaws for $125 million.

The tribe later claimed in advance of a Feb. 6 hearing to approve
the Plan that "dramatic fall in financial performance makes the
purchase agreement impossible to close and makes the plan
unconfirmable."  The casino as a result withdrew the plan and
canceled confirmation hearing. The bone of contention revolves
around cash flow which declined in the last part of 2012.

According to the report, the tribe and the casino filed lawsuits
against one another.  The casino claims the tribe is in breach of
contract.  The tribe contends the casino violated the contract by
not making needed investments and not operating the casino in the
ordinary course of business.

The abandoned plan was designed for a 67% recovery for the first-
lien lenders, according to the disclosure statement.  The second-
lien lenders, owed $116.3 million, were to receive nothing.

                       About Legends Gaming

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Trustee Earmarks $15.2 Billion for Clients
---------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
asked the U.S. Bankruptcy Court in Manhattan to approve the final
allocation of about $15.2 billion in securities and cash to the
fund of customer property.

The assets to be allocated include $10.863 billion worth of
securities and $1.691 billion of total cash held in accounts for
the benefit of customers.  A list of these assets can be accessed
for free at http://is.gd/kTis2x

The Lehman trustee has about $25.7 billion in assets under his
control. The assets represent cash and securities from the
brokerage's legacy bank and custodial accounts, recoveries from
third parties, and dividends earned on legacy property and
trustee-invested cash.

From this pool of property, reserves have been set aside of $4.6
billion on account of continuing uncertainty resulting from the
Barclays Capital Inc. litigation and appeal, according to a court
filing.

Daniel McIsaac, director at the Financial Services Regulatory
Practice of KPMG LLP, and two senior managers at Deloitte &
Touche LLP filed declarations in support of the proposed
allocation of customer properties.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Standard Chartered Suit Dismissal Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement,
which calls for the dismissal of Lehman Brothers Holdings Inc.'s
lawsuit against Standard Chartered Bank and Standard Chartered
Bank Korea.

The lawsuit filed last year was halted pursuant to an earlier
order from the bankruptcy court.  In its lawsuit, Lehman asserted
claims for fraudulent transfers and asked for reclassification of
the banks' claims.

Under the deal, both sides agreed for the dismissal of the
lawsuit and the allowance of the banks' claims under Lehman's
Chapter 11 plan.  SCBK can assert a claim of more than $36.4
million against Lehman while the other bank can assert a claim of
more than $25.6 million.

The deal is formalized in an 11-page agreement, which can be
accessed for free at http://is.gd/3e3Bjv

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEVI STRAUSS: Reports $143.8 Million Net Income in Fiscal 2012
--------------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income
attributable to the Company of $143.85 million on $4.61 billion of
net revenues for the year ended Nov. 25, 2012, compared with net
income attributable to the Company of $137.95 million on $4.76
billion of net revenue for the year ended Nov. 27, 2011, and net
income attributable to the Company of $156.50 million on $4.41
billion of net revenues for the year ended Nov. 28, 2010.

The Company's balance sheet at Nov. 25, 2012, showed $3.17 billion
in total assets, $3.26 billion in total liabilities, $7.88 million
in temporary equity, and a $101.50 million total stockholders'
deficit.

"In 2012, we made some tough choices and executed significant
changes to set the company on a path towards driving sustainable
profitable growth," said Chip Bergh, president and chief executive
officer.  "We have a largely new leadership team, sharper
strategies and a new organization model designed to win in the
marketplace.  We're focused on driving our profitable core
businesses, expanding beyond the core to develop a more balanced
portfolio, becoming a best-in-class retailer and making our cost
structure more competitive."

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

                        http://is.gd/G0mP6l

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of Levi
Strauss until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


LHI HOLDCO: S&P Assigns 'B-' CCR; Rates $10MM Revolver 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned D'Iberville, Miss.-
based LHI Holdco LLC its 'B-' corporate credit rating.  The
outlook is positive.

"At the same time, we assigned Land Holdings I LLC's proposed
$10 million super priority revolver due 2018 our 'B+' issue-level
rating (two notches above the corporate credit rating), with a
recovery rating of '1', indicating our expectation that lenders
will receive very high (90% to 100%) recovery in the event of a
payment default," S&P said.

S&P also assigned the company's $162.5 million term loan due 2020
S&P's 'B-' issue-level rating (at the same level as the corporate
credit rating), with a recovery rating of '3', indicating S&P's
expectation that lenders will receive meaningful (50% to 70%)
recovery in the event of a payment default.  LHI Holdco is the
direct parent of the borrower and will be a guarantor of the
credit facility.

The company plans to use proceeds from the proposed transaction,
in conjunction with $103 million of equity from the company's
sponsor and $20 million of equipment financing, to:

   -- Fund the development and construction of Scarlett's Pearl
      Casino Resort;

   -- Establish an interest reserve to fund debt service through
      the construction period and the first few months following
      the opening of the casino; and

   -- Fund transaction fees and expenses.

The 'B-' corporate credit rating reflects S&P's assessment of LHI
Holdco's business risk profile as "vulnerable" and its financial
risk profile as "highly leveraged," according to S&P's criteria.

S&P's business risk profile assessment of "vulnerable" reflects
the construction and execution risks associated with developing a
gaming property, as well as LHI Holdco's reliance on a single
asset in a highly competitive market with well-established
operators to meet fixed charges.  These risks are somewhat
mitigated by S&P's favorable view of the location and its
expectation that the property will be of high asset quality
compared with other properties in the market.

"Our financial risk profile assessment of "highly leveraged"
reflects our belief that new gaming projects are often somewhat
slow to ramp up operations because of uncertain demand and
challenges in managing initial costs effectively, which can lead
to poor profitability, particularly in the first few months.  In
addition, we believe liquidity could be pressured if the opening
of the casino is delayed.  LHI Holdco relies on a single property
for cash flow generation, and we estimate that the interest
reserve will provide a limited cushion after the 17-month
construction period has ended.  Despite these risks, we are
forecasting that the property will generate cash flow sufficient
to cover fixed charges upon opening," S&P said.


LIGHTSQUARED INC: Seeks Plan Filing Exclusivity Until May 31
-------------------------------------------------------------
LightSquared Inc. is seeking an extension of its exclusive periods
to file a Plan of Reorganization and to solicit acceptances for
that plan through May 31, 2013, and July 31, 2013.  A hearing was
scheduled Jan. 31 but was continued to Feb. 11, 2013, at 3:30 p.m.

As reported in the TCR on Jan. 25, 2013, according to the Debtors:

   -- Pursuant to the 2010 FCC Change of Control Order, they were
      subject to certain network build-out and coverage milestones
      requiring, among other things, that they construct a
      terrestrial broadband network capable of providing coverage
      to at least 100 million Americans by Dec. 31, 2012.

   -- At the time the Chapter 11 cases were initiated, the only
      "solution" to the GPS concerns that formally had been
      proposed was to indefinitely suspend the FCC authorizations
      on which the Debtor's terrestrial broadband network is
      premised.

   -- The Debtor has made substantial and tangible progress on a
      regulatory resolution that will permit it to deploy a 4G
      terrestrial wireless network.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.


LIGHTSQUARED INC: Build-Out Loan Will Now be Made In Two-Drawings
------------------------------------------------------------------
Dot six Corp., as Borrower, and the DIP Guarantors (the "Inc.
Obligors") under the Senior Secured, Super-Priority Credit
Agreement dated July 19, 2012, informs the Bankruptcy Court that
in accordance with paragraph 12 of the Final Order, the Inc.
Obligors intend to further amend the DIP Agreement such that,
among others:

  (i) The Build-Out Loan will now be made in two-drawings, instead
      of a single-drawing, to Borrower, on or before Feb. 15,
      2013.  The Initial Build-Out Loan Amount in the aggregate
      amount of of $365,000 will be made on Feb. 15, 2013.  The
      second drawing will be made on or before March 29, 2013, in
      an aggregate principal amount of $10,435,000 (the Build-Out
      Loan Commitment of $10,800,000 less the Initial Build-Out
      Amount).

(ii) The following milestones will now apply:

      Milestone                                 Date
      ---------                                 ----
      Final RF design                           Oct. 15, 2012
      Initial Long Lead Search rings released   Feb. 22, 2013
      Map showing proposed sites                Feb. 22, 2013
      Validate existence of equipment
        sufficient for site build-out           April 1, 2013
      Remaining Search rings released           April 1, 2013
      Sites leased covering 50% of the
        targeted population                     April 30, 2013
      Sites zoned covering 50% of the
        targeted population                     June 15, 2013
      Sites leased covering 90% of the
        targeted population                     June 15, 2013
      Sites zoned covering 90% of the
        targeted population                     Aug. 1, 2013
      Construction of sites complete            Sept. 1, 2013
      Substantial on-air service being
        provided from sites                     Sept.20, 2013

Responses or objections, if any, must be filed with the Bankruptcy
court so as to be actually received no later than Feb. 13, 2013,
at 4:00 p.m.

If an objection is received by the Objection Deadline, a hearing
will be held on Feb. 27, 2013, at 2:00 p.m.

A copy of the Notice of Amendment to DIP Agreement is available
at:

         http://bankrupt.com/misc/lightsquared.doc518.pdf

As reported in the TCR on July 31, 2012, the Bankruptcy Court
authorized on a final basis, Lightsquared Inc., et al., to obtain
up to the principal amount of $41.4 million from U.S. Bank
National Association, as arranger, administrative agent, and
collateral agent.

A copy of the Final Order is available at:

         http://bankrupt.com/misc/lightsquared.doc224.pdf

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.


LONG ISLAND COLLEGE HOSPITAL: Officials Vote to Shut Down
---------------------------------------------------------
Laura Kusisto at Dow Jones' DBR Small Cap reports that state
university officials on Friday voted to close Long Island College
Hospital, a money-losing downtown Brooklyn institution whose
possible demise has sparked outrage and sadness among workers and
community members.


LPATH INC: Ailsa Craig Trust Discloses 4.9% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ailsa Craig Trust and Michael Svensson, as Trustee of
the Ailsa Craig Trust disclosed that, as of Oct. 5, 2012, they
beneficially own 648,858 shares of common stock of Lpath, Inc.,
representing 4.95% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/MBwkgw

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$18.77 million in total assets, $12.98 million in total
liabilities, and $5.79 million in total stockholders' equity.


LSP ENERGY: Creditors Voting on 32% Plan for Unsecured Creditors
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LSP Energy LP, which completed the sale of its
837-megawatt electric generating plant in December, scheduled a
March 25 confirmation hearing for approval of the Chapter 11 plan
with a projected recovery of 32% for holders of $42.9 million in
unsecured claims.

According to the report, the U.S. Bankruptcy Court in Delaware
approved explanatory disclosure materials on Feb. 6, allowing
creditors to vote on the plan and schedule the confirmation
hearing.

The report relates that the plan calls for full payment in cash to
holders of $221.3 million in secured bonds. As the result of a
settlement on the bondholders' additional claim for premature
payment, the holders will receive 15.2% of the $80 million make-
whole claim.

                         About LSP Energy

LSP Energy Limited, which owned and operated an electricity
generation facility located in Batesville, Mississippi, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
12-10460) on Feb. 10, 2012.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Debtor has completed the sale of its 837-megawatt electric
generating plant in Batesville, Mississippi, to South Mississippi
Electric Power Assn. for $272.6 million.


LYONDELL CHEMICAL: BNY Defends $18-Bil. Debt Addition in Suit
-------------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that The Bank of
New York Mellon Corp. told a New York state appeals court Thursday
that tacking on $18 billion in senior debt to an intercreditor
agreement didn't change its deal with hedge funds that are now
suing for losses tied to Basell AF SCA's buyout of Lyondell
Chemical Co.

BNY Mellon is appealing a lower court's March ruling that
dismissed only one of three claims in a suit lodged by hedge
funds, the report added.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MCCLATCHY CO: Contrarius Holds 10.6% of Class A Shares
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Contrarius Investment Management Limited and
Contrarius Investment Management (Bermuda) Limited disclosed that,
as of Dec. 31, 2012, they beneficially own 6,493,431 shares of
Class A common stock of The McClatchy Company representing 10.6%
of the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/QoE3QV

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 23, 2012, showed
$2.88 billion in total assets, $2.67 billion in total liabilities,
and $210.29 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MCCLATCHY CO: Incurs $30 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
The McClatchy Company reported a net loss of $30.01 million on
$355.66 million of revenue for the three months ended Dec. 30,
2012, compared with net income of $42 million on $351.43 million
of revenue for the three months ended Dec. 25, 2011.

For the year ended Dec. 30, 2012, the Company reported a net loss
of $144,000 on $1.23 billion of revenue, as compared with net
income of $54.38 million on $1.26 billion of revenue for the year
ended Dec. 25, 2011.

Commenting on McClatchy's results, Pat Talamantes, McClatchy's
President and CEO, said, "As we look back on 2012, we see a year
in which the company made great progress on many fronts.  Our
successful transition to a hybrid print and digital media company
continued as we were able to grow our nontraditional revenue
sources with new product introductions while cultivating and
enhancing our existing products.  In addition, we were able to
strengthen the company's capital structure by refinancing a good
portion of our debt at a lower interest rate while extending the
maturity date by five years."

A copy of the press release, as amended, is available at:

                        http://is.gd/3M0nxk

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).


The Company's balance sheet at Sept. 23, 2012, showed
$2.88 billion in total assets, $2.67 billion in total liabilities,
and $210.29 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MF GLOBAL: JPMorgan Tells Some Creditors Payment May be Higher
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase Bank NA's objection to disclosure
materials for creditors of MF Global Holdings Ltd., parent company
of the liquidating commodity broker, contains good news for
creditors of finance subsidiary MF Global Finance USA Inc.

According to the report, JPMorgan explains how the disclosure
statement should be improved to tell creditors of the finance
subsidiary why their recovery could increase from the range of
14.2% to 33.6% to as much as 25.3% to 59.6%.  JPMorgan is a lender
and agent for lenders owed $1.18 billion.

The disclosure statement comes up for approval at a Feb. 14
hearing in U.S. Bankruptcy Court in New York.  If approved,
creditors can begin voting on the Chapter 11 plan.

The report adds that the U.S. Trustee also filed an objection. She
faults the plan and disclosure statement for the lack of court
scrutiny before paying fees of creditors who filed the plan. She
also faults the disclosure statement for not revealing the size of
the fees and expenses to be reimbursed.

The report explains that JPMorgan's objection stems from loan
transactions in the days before bankruptcy when the MF Global
holding company borrowed $931 million and downstreamed $928
million to the finance company.  Because the finance company was
already liable for the loan, receiving the loan proceeds from the
holding company would make the finance subsidiary liable on the
same debt to both the holding company and the lenders.

The bank says the disclosure statement should be improved by
telling creditors of the finance company that they have objections
to double liability for the same debt.  If one liability is
knocked out, about 30% of the finance company's entire debt load
disappears, with the result that recoveries by its creditors may
increase by 6.1% to as much as 26.3%, and possibly more, the bank
calculates.

Sapere Wealth Management LLC, a commodity customer of the
brokerage subsidiary which lost several litigations in bankruptcy
court, also objected to the disclosure statement.  The losing
efforts included an attempt at having brokerage distribution rules
applied to the MF Global Holdings.  If it succeeds on appeal,
Sapere says that $4 billion in customer claims will come ahead of
other customers.  Sapere wants the disclosure statement modified
to explain why other creditors' recoveries will fall substantially
should it succeed on appeal.  Sapere also wants a delay in the
disclosure hearing because the plan was substantially revised
early this month when holding company trustee Louis Freeh became a
co-proponent.

                       The Chapter 11 Plan

Louis Freeh, the trustee for MF Global Holdings Ltd., and
creditors filed a jointly proposed plan on Feb. 2.  The joint
disclosure statement predicts a recovery of 13.4% to 38.9% for
holders of $1.16 billion in unsecured claims against the parent
holding company.  Bank lenders would have the same recovery on
their $1.15 billion claim against the holding company.  The
predicted recovery is 14.2% to 33.6% for holders of $1.9 billion
in unsecured claims against MF Global Finance USA Inc., one of the
companies under the umbrella of the holding company trustee. Bank
lenders are scheduled for the same percentage recovery on their
$1.15 billion claim.

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

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

                          About MF Global

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

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

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

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

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

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

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


MICROSEMI CORP: S&P Rates $726MM Loan 'BB'; Retains 'BB-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating and '2' recovery rating to California-based
Microsemi Corp.'s $726 million senior secured term loan due 2020.
The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery in the event of payment default.

The 'BB-' corporate credit rating and stable outlook on Microsemi
remain unchanged and reflect S&P's expectation that the company's
expanded product and market position through past acquisitions
will support positive revenue growth and consistent profitability
in the intermediate term despite near-term integration risks.  The
rating also reflects Microsemi's "significant" financial risk
profile and "weak" business risk profile.

RATING LIST

RATINGS UNCHANGED
Microsemi Corp.
Corporate credit rating                    BB-/Stable

RATINGS ASSIGNED
Microsemi Corp.
$726 mil. senior secured term loan due 2020BB
Recovery rating


MICHAEL BROTHERS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael Brothers, Inc.
        P.O. Box 92
        Elkton, VA 22827-0000

Bankruptcy Case No.: 13-50163

Chapter 11 Petition Date: February 9, 2013

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Rebecca B. Connelly

Debtor's Counsel: James Spencer Sease, Esq.
                  JAMES S. SEASE, PC
                  Bank of America Building, Suite 200
                  10458 Buckley Hall Road
                  P.O. Box 715
                  Mathews, VA 23109
                  Tel: (804) 725-4700
                  Fax: (804) 725-4704
                  E-mail: jseaselaw@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 five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/vawb13-50163.pdf

The petition was signed by Verlin Erwin Michael, president.


MOHEGAN TRIBAL: Moody's Views Market East Partnership Favorably
---------------------------------------------------------------
Moody's Investors Service reports that Mohegan Tribal Gaming
Authority's announcement that it will enter into a partnership
agreement with Market East Associates L.P. (Market East, unrated)
is viewed favorably.

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

Moody's revised Mohegan Tribal's ratings on February 28, 2012 as
follows:

Issuer level ratings upgraded:

  Corporate Family Rating to Caa1 from Caa3

  Probability of Default Rating to Caa1/LD from Caa3

New issue rating assigned:

  9.5% USD225 million first in second out term loan B due 2016 at
  B3 (LGD 3, 34%)

Non-tendered issue ratings upgraded:

  USD66.4 million 8% senior subordinated notes (stub) due 2012 to
  Caa3 (LGD 6, 95%) from Ca (LGD 5, 85%)

  USD21.2 million 7.125% senior subordinated notes (stub) due
  2014 (stub) to Caa3 (LGD 6, 95%) from Ca (LGD 5, 85%)

  USD9.7 million 6.875% senior subordinated notes (stub) due 2015
  (stub) to Caa3 (LGD 6, 95%) from Ca (LGD 5, 85%)

Non-tendered issue ratings downgraded:

  11.5% USD0.2 million second lien notes (stub) due 2017 to Caa3
  (LGD 5, 87%) from Ca (LGD 3, 30%)

  6.125% USD15.8 million senior unsecured notes (stub) due 2013
  to Caa3 (LGD 5, 87%) from Ca (LGD 3, 37%)

Mohegan Tribal Gaming Authority owns and operates a gaming and
entertainment complex located near Uncasville, Connecticut, known
as Mohegan Sun, and a gaming and entertainment facility offering
slot machines and harness racing in Plains Township, Pennsylvania,
known as Mohegan Sun at Pocono Downs.


MOMENTIVE SPECIALTY: Unit Issues $1.1 Billion Sr. Secured Notes
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. enters into the following
agreements on Jan. 31, 2013.

1. First-Priority Supplemental Indenture and First-Priority Senior
   Secured Notes due 2020

Hexion U.S. Finance Corp., a wholly-owned subsidiary of Momentive
Specialty Chemicals Inc., entered into a first supplemental
indenture among the Issuer, the Registrant, the other subsidiaries
of the Registrant party thereto and Wilmington Trust, National
Association, as trustee, to an indenture, dated as of March 14,
2012, among the Issuer, the Registrant, the Subsidiary Guarantors
and the Trustee, pursuant to which the Issuer issued
$1,100,000,000 aggregate principal amount of First-Priority Senior
Secured Notes due 2020, which mature on April 15, 2020.  The Notes
were offered as additional notes under the Indenture with
substantially the same terms as all other outstanding notes under
the Indenture, with interest accruing from Oct. 15, 2012.  A copy
of the Indenture is available for free at http://is.gd/f01jxp

2. Registration Rights Agreement

In connection with the issuance of the Notes, the Issuer, the
Registrant and the Subsidiary Guarantors entered into a
registration rights agreement with J.P. Morgan Securities LLC, as
representative of the initial purchasers, relating to, among other
things, the exchange offer for the Notes and the related
guarantees.

Subject to the terms of the Registration Rights Agreement, the
Issuer, the Registrant and the Subsidiary Guarantors will use
their commercially reasonable efforts to register with the
Securities and Exchange Commission notes having substantially
identical terms as the Notes as part of offers to exchange freely
tradable exchange notes for Notes within 365 days after the issue
date of the Notes.  The Issuer, the Registrant and the Subsidiary
Guarantors will use their commercially reasonable efforts to cause
the exchange offer to be consummated by the 30th day after the
Effectiveness Target Date.  A copy of the Registration Rights
Agreement is available at http://is.gd/UNaOGv

3. Amended and Restated First/Second Lien Intercreditor Agreement

The Registrant entered into an amended and restated intercreditor
agreement among the Trustee on behalf of the holders of the Notes
and the Existing Notes, JPMorgan Chase Bank, N.A., as
Intercreditor Agent, Wilmington Trust Company, as trustee and
collateral agent for the noteholders under the Second Secured
Notes Indenture, Wilmington Trust, National Association, as senior
priority agent for the holders of the 1.5 Lien Notes, Momentive
Specialty Chemicals Holdings LLC, the Registrant, the Issuer and
the Subsidiary Guarantors.

The First/Second Lien Intercreditor Agreement governs the relative
rights of the secured parties under the Notes, the Existing Notes,
the Second-Priority Notes, and the 1.5 Lien Notes, and certain
other matters relating to priority and the administration and
enforcement of security interests.  The First/Second Lien
Intercreditor Agreement also makes certain other amendments and
modifications resulting from the Registrant's entry into the
Second-Priority Supplemental Indenture.

A copy of the Intercreditor Agreement is available at:

                         http://is.gd/1oiUnI

4. Additional Secured Party Consent

The Trustee, as trustee and as Authorized Representative, JPMorgan
Chase Bank, N.A., as Applicable First Lien Representative and
collateral agent, the Registrant, Holdings, the Issuer and the
subsidiaries of the Registrant identified therein entered into an
Additional Secured Party Consent to the Third Amended and Restated
Collateral Agreement, dated as of Jan. 29, 2010, among the
Registrant, Holdings, the Issuer, the other subsidiaries of the
Registrant party thereto and JPMorgan Chase Bank, N.A., as
Applicable First Lien Representative.  Pursuant to the Secured
Party Consent, the Authorized Representative, representing holders
of the Notes, has become a party to the Collateral Agreement on
behalf of those holders and has appointed and authorized the
Applicable First Lien Representative to act as collateral agent on
behalf of the Authorized Representative and the holders of the
Notes and to exercise various powers under the Collateral
Agreement.  A copy of the Additional Secured Party Consent is
available for free at http://is.gd/A0rKSm

5. Second Joinder and Supplement to the 1.5 Lien Intercreditor
   Agreement

The Trustee entered into a second joinder and supplement to the
intercreditor agreement, dated as of Jan. 29, 2010, among JPMorgan
Chase Bank, N.A., as intercreditor agent, Wilmington Trust,
National Association (as successor by merger to Wilmington Trust
FSB), as trustee and as collateral agent for the existing 8.875%
senior secured notes due 2018.

Pursuant to the Joinder to the 1.5 Lien Intercreditor Agreement,
the Trustee agreed to act under the 1.5 Lien Intercreditor
Agreement as senior-priority agent for the holders of the Notes as
if it had originally been party to the 1.5 Lien Intercreditor
Agreement as a senior-priority agent.  The 1.5 Lien Intercreditor
Agreement governs the relative priorities of the respective
security interests in the Registrant's and certain subsidiaries'
assets securing (i) the Notes and the Existing Notes, (ii) the 1.5
Lien Notes and (iii) the borrowings under the senior secured
credit facilities of the Registrant, and certain other matters
relating to the administration of security interests.

A copy of the Second Joinder and Supplement is available at:

                         http://is.gd/E1QYD4

6. Second-Priority Supplemental Indenture and Second-Priority
   Senior Secured Floating Rate Notes due 2014

The Registrant entered into a second supplemental indenture among
the Issuer, Hexion Nova Scotia, the Registrant, the Subsidiary
Guarantors and the Second-Priority Trustee, governing the Second-
Priority Notes, to an indenture, dated as of Nov. 3, 2006, among
the Second-Priority Issuers, the Registrant, the guarantors party
thereto and the Second-Priority Trustee, in connection with the
early settlement of the tender offer for the Second-Priority
Senior Secured Floating Rate Notes due 2014.  The Second-Priority
Supplemental Indenture eliminates substantially all of the
restrictive covenants and certain events of default in the Second-
Priority Indenture and releases all of the collateral securing the
Second-Priority Notes.

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MORGANS HOTEL: MFS No Longer Owns Common Shares
-----------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Massachusetts Financial Services Company
disclosed that, as of Dec. 31, 2012, it does not beneficially own
any shares of common stock of Morgans Hotel Group Co.  MFS
previously reported beneficial ownership of 1,762,663 common
shares or a 5.7% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/uT7qNF

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest, and a
$131.58 million total deficit.


NEW LEAF: Incurs $2.8 Million Net Loss in First Quarter
-------------------------------------------------------
New Leaf Brands, Inc., filed this week its quarterly report on
Form 10-Q disclosing a net loss of $2.76 million on $- of net
sales for the three months ended March 31, 2012, as compared with
a net loss of $1.61 million on $687,586 of net sales for the same
period a year ago.

The Company's balance sheet at March 31, 2012, showed $1.81
million in total assets, $4.90 million in total liabilities and a
$3.08 million total stockholders' deficit.

"The Company has a history of recurring losses from continuing
operations, deficiencies in working capital and limited cash on
hand as of March 31, 2012.  To date, it has also been unable to
generate sustainable cash flows from operating activities.  In
addition, the Company has $4,477,834 in current liabilities
payable within the next twelve months including an obligation
which is currently in default...  For the three months ended
March 31, 2012, the Company's loss from continuing operations was
$2,760,073.  As of March 31, 2012, the Company's cash and cash
equivalents and working capital deficiency are $154,436 and $
3,792,401) respectively.  Collectively, these factors raise
substantial doubt about the Company's ability to continue as a
going concern."

New Leaf was delayed in filing the Form 10-Q because the Company
needed additional time to complete the review of its financial
statements.

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

                        http://is.gd/8T3CDS

                          About New Leaf

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.


NEW LIGHT: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: New Light Christian Center
        1841 Parker Street
        Berkeley, CA 94703

Bankruptcy Case No.: 13-40757

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Marc Voisenat, Esq.
                  LAW OFFICES OF MARC VOISENAT
                  1330 Broadway, #734
                  Oakland, CA 94612
                  Tel: (510) 272-9710
                  E-mail: voisenatecf@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 two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/canb13-40757.pdf

The petition was signed by Michael Hester, president.


NEXSTAR BROADCASTING: ABRY Affiliates to Resell 3-Mil. Shares
-------------------------------------------------------------
Nexstar Broadcasting Group, Inc., said that the funds affiliated
with ABRY Partners, LLC, intend to offer 3 million shares of Class
A common stock of the Company for sale in an underwritten
offering.  In addition, the selling stockholders have granted the
underwriter a 30-day option to purchase up to an additional
450,000 shares of Class A common stock on the same terms and
conditions.  BofA Merrill Lynch is acting as sole underwriter of
the offering.

The offering consists entirely of secondary shares to be sold by
the selling stockholders.  The Company will not sell any shares in
the offering and will not receive any proceeds from the offering.
Closing of the offering is expected to occur on or about Feb. 12,
2013, subject to customary closing conditions.

A shelf registration statement relating to the shares has been
declared effective by the Securities and Exchange Commission.

                   To Buys KSEE(TV) for 426.5MM

Nexstar Broadcasting Group, Inc.'s wholly-owned indirect
subsidiary, Nexstar Broadcasting, Inc., has entered into a
definitive agreement to acquire the assets of KSEE(TV), the NBC
affiliate serving the Fresno, California market, from Granite
Broadcasting Corporation for $26.5 million in a transaction that
is expected to be immediately accretive to Nexstar.

Under the terms of the agreement, Nexstar acquired all of
KSEE(TV)'s non-FCC license assets from Granite for $20 million and
will file a license transfer application with the FCC.  Upon FCC
approval of the license transfer, Nexstar will pay Granite the
remaining $6.5 million of the total purchase price.  Nexstar has
entered into a Time Brokerage Agreement with Granite whereby it
will operate KSEE(TV) immediately, while awaiting FCC approval for
the closing of the transaction.

Commenting on the agreement, Nexstar Broadcasting Group President
and Chief Executive Officer, Perry A. Sook said, "With our
agreement last November to acquire KGPE-TV, the CBS affiliate
serving the Fresno, California market, we are delighted to
announce the acquisition of the market's NBC affiliate, KSEE.
KSEE squarely meets our acquisition criteria as it further expands
our revenue, scale and operating base, creates another duopoly
market for Nexstar and is financially accretive."

The proposed transaction will result in Nexstar operating one
station or providing sales and other services to another station
in 26 of the 41 markets where it operates (which assumes the
completion of the acquisitions of five stations from Newport
Television, LLC and Smith Broadcasting both of which were
announced in November 2012).  In addition, it will expand to 72
the number of stations and related digital signals that Nexstar
either owns or provides sales and other services.

Mr. Sook added, "Consistent with Nexstar's other recently
announced acquisitions, the purchase price for KSEE is
approximately 5.0 times the station's average 2012/2013 pro-forma
cash flow.  Under Nexstar's ownership, the station will realize
additional retransmission revenues as well as synergistic
operating improvements, and as a result, on a pro-forma basis the
acquisition will be immediately accretive to results."

Nexstar intends to finance the station acquisition with existing
cash on hand.  The license acquisition portion of the transaction
is subject to FCC approval and other customary approvals and is
expected to close mid-year 2013.

"Granite has owned KSEE since 1993 and we have greatly valued the
opportunity to serve the communities of California's Central
Valley," said Peter Markham, CEO of Granite.  "Fortunately, this
transaction maximizes value at Granite and will pass on this great
asset and a dedicated group of talented employees to a new owner
also committed to broadcast excellence."

Nielsen Media's 2012-2013 Local Market Estimates ranks Fresno,
California as the 55th largest television market in the country.

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NICHOLAS A. CLEMENTE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Nicholas A. Clemente, P.C.
        Two Logan Square
        100 N. 18th Street, 12th Floor
        Philadelphia, PA 19109

Bankruptcy Case No.: 13-11166

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Michael J. Duffy, Esq.
                  DUFFY LAW, LLC
                  1500 Market Street
                  12th Floor, East Tower
                  Philadelphia, PA 19102
                  Tel: (856) 857 7379
                  E-mail: mduffy@mduffylaw.com

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

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

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

The petition was signed by Nicholas A. Clemente, president.


NORTEL NETWORKS: US Unit, Bondholders Want Trial By Fall
--------------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that U.S.
investors are pushing to go to trial by the fall over how to
divide Nortel Networks Corp.'s $7.3 billion pile of money, but
officials looking out for Canadian and European creditors say the
international cash clash could take much longer to sort out.

The report relates Ernst & Young Inc., in its role as monitor of
Nortel Canada's insolvency proceedings, listed 2 1/2 pages of
issues that remain to be decided.  "Based on the expected number
and complexity of outstanding issues . . . it is submitted that
efforts be made to prioritize and synthesize the issues prior to
addressing a workable schedule to deal with them," the Canadian
Nortel officials wrote.

According to the report, U.S. bondholders, in contrast, said "too
much time has passed in this case," with spending on lawyers and
advisers topping $700 million and the meters still running. After
three years in mediation, bondholders say, all the combatants know
their positions, and eight days of trial in September ought to be
enough time to wrap things up.

The report says Nortel's U.S. arm is asking for an October trial
date.

The report notes Justice Geoffrey Morawetz in Toronto and Judge
Kevin Gross in Wilmington, Del., will decide what issues will be
addressed, when and how, before the sale proceeds are released
from lockboxes. All told, there's about $10 billion sitting in
Nortel's coffers, waiting to be handed out.

According to the report, bondholders are looking for 100 cents on
the dollar, plus interest over the four years of the bankruptcy, a
reward they contend is justified by Nortel's solvency.

Dow Jones says prices for Nortel's bonds dropped in recent weeks,
after the failure of a third effort to mediate a peaceful end to
the long-running fight over who should reap the rewards of
bankruptcy auctions of the company's telecommunications businesses
and its patent portfolio.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law


NYTEX ENERGY: Has 5MM Shares Available Under Amended Equity Plan
----------------------------------------------------------------
The Board of Directors of NYTEX Energy Holdings, Inc., has adopted
Amendment No. 1 to the 2013 Equity Incentive Plan.  This Plan is
intended to encourage ownership of NYTEX common stock by officers,
employees, consultants, and directors of the Company and its
affiliates and to provide additional incentive for them to promote
the success of the Company's business.  The Plan allows for the
grant of equity based awards including non-statutory stock
options, incentive stock options, stock appreciation rights,
performance shares, performance units, restricted stock,
restricted stock units, or any other type of award permitted under
the Plan.

Amendment No. 1 to the Plan adjusts the aggregate number of shares
of NYTEX common stock reserved for issuance under the Plan from
20,000,000 shares to 5,000,000 shares.  A copy of Amendment No. 1
to the Plan is available at http://is.gd/QQgbAM

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Whitley Penn LLP, in Dallas, Texas,
expressed substantial doubt about Nytex Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company is not in compliance with certain loan covenants
related to two debt agreements.

The Company's balance sheet at Sept. 30, 2012, showed $11.59
million in total assets, $5.05 million in total liabilities and
$6.54 million in total equity.


ORAGENICS INC: Koski Family Discloses 45.4% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Koski Family Limited Partnership disclosed
that, as of Oct. 23, 2012, they beneficially own 13,464,627 shares
of common stock of Oragenics, Inc., representing 45.4% of the
shares outstanding.  Koski Family previously reported beneficial
ownership of 13,438,465 common shares or a 45.7% equity stake as
of July 31, 2012.  A copy of the amended filing is available at:

                        http://is.gd/lKEfrd

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $12.58
million in total assets, $1.75 million in total liabilities, all
current, and $10.83 million in total shareholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


PACIFIC THOMAS: Court Orders Appointment of Chapter 11 Trustee
--------------------------------------------------------------
The Bankruptcy Court, having determined that the appointment of a
trustee is in the best interests of the estate pursuant to 11
U.S.C. Sec. 1104(a) and (b), has directed the United States
Trustee to appoint a Chapter 11 trustee in the Chapter 11 case of
Pacific Thomas Corporation.

During the period prior to the appointment of a Chapter 11
trustee, the Debtor is directed to collect rents and hold them in
the appropriate debtor-in-possession accounts.  Until such time,
however, that the funds are turned over to a Chapter 11 trustee,
the Debtor will make no disbursements from the DIP account.

The Court had previously denied the motion of the Debtor for
continued use of collateral and further ordered the Debtor to show
cause, if there be any, why a Chapter 11 trustee should not be
appointed.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PARK-OHIO INDUSTRIES: S&P Affirms 'B' CCR; Outlook Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'B' corporate credit rating, on Park-Ohio
Industries Inc., a wholly owned subsidiary of Park Ohio Holdings
Corp. (not rated).  At the same time, S&P revised the outlook to
positive from stable.

"The outlook revision reflects Park-Ohio's improving operating
performance and credit measures resulting from stability in most
end markets," said Standard & Poor's credit analyst Sarah Wyeth.
Despite its partially debt-funded 2012 acquisition of Fluid
Routing Solutions Inc. (FRS), S&P expects the company to report
leverage, measured by total debt to EBITDA, at the end of 2012 of
about 4x, down from about 5x last year.  Stable operating
performance and a less aggressive financial policy could result in
metrics remaining below 5x, a level that could support a higher
rating.

The ratings on Park-Ohio reflect the company's "highly leveraged"
financial risk profile and its "weak" business risk profile as a
diversified operator of logistics and manufacturing business
serving cyclical and competitive end markets.  Despite softness in
some end markets, notably defense and steel, Park-Ohio is
benefitting from stability in many of its other markets, such as
rail, process improvement, and auto suppliers.  S&P expects
markets to modestly improve in 2013.  S&P also expects the company
to benefit from the higher margin business of FRS.  S&P's forecast
assumes:

   -- U.S. GDP grows by 2.3% in 2013.

   -- U.S. equipment investment grows by 10% in 2013, an
      improvement from the 7% we expected in 2012.

   -- Park-Ohio maintains a high-single-digit EBITDA margin, in
      line with recent performance.

   -- The company uses some if its free cash flow to reduce debt,
      resulting in leverage of less than 4x.

S&P expects Park-Ohio to continue to operate in three business
segments that serve a variety of end markets, including
transportation, semiconductors, industrial equipment, agricultural
equipment, construction equipment, and aerospace.  The supply
technologies segment, which generates about 43% of the company's
sales, supplies production components via supply-chain management
and wholesale distribution services.  The engineered products
segment (about 28% of sales, formerly known as manufactured
products) designs and produces forged and machined products for
specific customer applications.  The assembly component segment
(about 29% of sales, formerly known as aluminum products)
engineers, casts, and manufactures various aluminum components for
original equipment manufacturers, primarily in the auto industry.
This segment includes results from FRS.

Park-Ohio's credit quality results from the cyclical, competitive,
and seasonal characteristics of its end markets.  Auto and heavy-
duty truck manufacturing accounted for 19% and 7% of net sales in
2011, respectively, a significant exposure to these highly
cyclical markets.  S&P believes outsourcing among U.S.
manufacturers could provide further growth, though at a lower
rate, in the long term.

The company's weak business risk profile benefits from S&P's
expectation of a continued broad product line, a relatively large
and diverse customer base, and good geographic diversity--foreign
sales represent about 24% of revenues.  S&P expects generally
stable end-market demand, coupled with the FRS acquisition, to
contribute to modest improvements in the company's operating
performance, which could result in EBITDA margin of about 9% in
2013, up from 8% in 2011.  S&P views the company's management and
governance to be "fair."

As of Sept. 30, 2012, total debt to EBITDA was about 4.1x, and
funds from operations to total debt was about 15%, better than
S&P's expectations of 5x-6x and 10%, respectively.  The ratings do
not incorporate large debt-financed acquisitions.

The outlook is positive.  S&P believes Park-Ohio may maintain
credit measures that are consistent with a one-notch higher
rating.  S&P could raise the ratings if the company maintains debt
to EBITDA of 4x-5x in a stable operating environment.  This could
occur if stability in most industrial end markets offsets weakness
in defense markets, resulting in modest topline growth, and the
company maintains high-single-digit EBITDA margins.  S&P could
revise the outlook to stable if the company pursues debt-funded
acquisitions that result in leverage greater than 5x or if the
larger economy weakens, pressuring equipment spending.


PATRIOT COAL: Wins OK for Bryan Cave as Local Counsel
-----------------------------------------------------
The Bankruptcy Court authorized Patriot Coal Corp., et al., to
employ Bryan Cave LLP as local restructuring and corporate counsel
for the Debtors, effective as of Nov. 27, 2012.

The Debtors' retention of Bryan Cave on corporate, benefits, and
securities matters pursuant to the Order Authorizing the Debtors
To Retain Ordinary Course Professionals, Nunc Pro Tunc to the
Petition Date (Docket No. 263) will be modified to be a retention
pursuant to Section 327(a) of the Bankruptcy Code, effective as of
Dec. 1, 2012.

Bryan Cave will provide these legal services:

  (a) advising the Debtor with respect to its rights and
      obligations as a debtor-in-possession and regarding other
      matters of bankruptcy law;

  (b) preparation and filing of any petitions, motions,
      applications, schedules, statements of financial affairs,
      plans of reorganization, disclosure statements, and other
      pleadings and documents that may be required in this case;

  (c) representation of the Debtor at hearings to consider plans
      of reorganization, disclosure statements, confirmation and
      related hearings, and any adjourned hearings thereof;

  (d) representation of the Debtor in adversary proceedings and
      other contested matters;

  (e) representation of the Debtor in connection with debtor-in-
      possession financing arrangements;

  (f) compliance with securities laws and corporate governance
      issues; and

  (g) any other matter that may arise in connection with the
      Debtor's reorganization proceedings and its business
      operations.

The Debtors have agreed to compensate Bryan Cave for professional
services at its normal and customary hourly rates, except that
Lloyd Palans, Esq., has agreed that for purposes of these Chapter
11 cases, his hourly rate in 2013 will be $675, rather than his
customary hourly rate of $895.

Bryan Cave's hourly rates are:

     Partners and Counsel     $370 - $820
     Associates               $210 - $465
     Legal Assistants         $155 - $260

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PICCADILLY RESTAURANTS: Protiviti Okayed as Committee's Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Piccadilly
Restaurants, LLC, et al., sought and obtained approval from the
U.S. Bankruptcy Court to retain Protiviti Inc. as financial
advisor.

The firm agreed to provide various services, including:

(a) review and analysis of the Debtors' weekly financial and cash
    flow performance as compared to its budget;

(b) review and analysis of Debtors' business segment and location-
    by-location analyses of profitability to determine profitable
    and unprofitable locations or business segments;

(c) review of the Debtors' historical operating results, recent
    performance, business plan and associated restructuring
    initiatives and advise the Committee regarding the Debtors
    business plans, cash flow forecasts, financial projections,
    cash flow reporting, claims, and plan alternatives;

(d) advising the Committee with respect to available capital
    restructuring relating to the current DIP facility and sale
    and financing alternatives, including providing options
    regarding potential courses of action and assisting with the
    design, structuring and negotiation of alternative
    restructuring and/or transaction structures; and

(e) assisting the Committee in identifying and valuing undisclosed
    assets, if any and consult with the Debtors and their advisors
    on the progress of asset sales, locations, identification, and
    value.

The current hourly rates of Protiviti professionals and
paraprofessionals assigned to the Chapter 11 cases are:

  Professional Level              Standard Billing Rates (hourly)
  ------------------              -------------------------------
  Managing Directors                        $525 - $590
  Directors and Associate Directors         $375 - $465
  Senior Managers and Managers              $265 - $370
  Senior Consultants and Consultants        $150 - $275
  Administrative                             $80 - $100

Notwithstanding these hourly rates, Protiviti has agreed that its
fees will be a fixed fee amount of $25,000 for the months of
November and December 2012 and $20,000 per month thereafter, which
is a significant and substantial discount.

Protiviti has advised the Committee that it will not seek
reimbursement of any travel expenses.

Michael Atkinson, managing director, attests that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
Bankruptcy Code.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.


PINNACLE AIRLINES: Ryan Morris Discloses 4.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ryan J. Morris and his affiliates disclosed
that, as of Jan. 28, 2013, they beneficially own 907,200 shares of
common stock of Pinnacle Airlines Corp. representing 4.78% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/E3ILHp

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


POWER BALANCE: To Seek Approval of Plan Disclosures in March
------------------------------------------------------------
District Judge Edward M. Chen vacated an upcoming case management
conference slated for Feb. 14 in the lawsuit, C.F.C., minor, by
and through CHRISTINE F., his parent and guardian, on behalf of
himself and all others similarly situated, Plaintiff, v. POWER
BALANCE LLC; a Delaware Limited Liability Company, Defendants,
Case No. 3:11-CV-00487-EMC (N.D. Calif.).

The Plaintiff filed the request to vacate.  According to the
Plaintiff's counsel, the Plaintiff is informed by Garrick
Hollander of the law firm Winthrop Couchot, counsel for Power
Balance, which is in bankruptcy, that (1) Power Balance is
currently preparing a Disclosure Statement; (2) a hearing
regarding the Disclosure Statement is set for March 2013; and (3)
a hearing regarding confirmation of the Debtor's Chapter 11 Plan
of Reorganization is expected to take place in May or June 2013.

The Plaintiff proposed that the case management conference be held
after June 2013, which is the expected date for the hearing
regarding Power Balance's Chapter 11 Plan.

Attorneys for Plaintiff, C.F.C., a minor, by and through,
Christine F., his parent and guardian, are:

     Mark N. Todzo, Esq.
     Howard Hirsch, Esq.
     LEXINGTON LAW GROUP
     San Francisco, CA
     E-mail: mtodzo@lexlawgroup.com

          - and -

     Christopher M. Burke, Esq.
     SCOTT + SCOTT LLP
     San Diego, CA
     E-mail: cburke@scott-scott.com

A copy of the Court's Feb. 5 order is available at
http://is.gd/EQJdWpfrom Leagle.com.

                About Power Balance Technologies

Power Balance LLC filed for Chapter 11 (Bankr. C.D. Calif. Case
No. 11-25982) on Nov. 18, 2011.  Judge Theodor Albert presides
over the case. Garrick A. Hollander, Esq., at Winthrop Couchot,
serves as the Debtor's counsel.  In its petition, Power Balance
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts.  The petition was signed by Henry G.
Adamanym, Jr., chairman.

Power Balance -- http://www.powerbalance.com-- is the creator of
the original Power Balance Performance Technology(TM) silicone
wristband and the leader in the market for Performance Technology
sports accessories.  The company is headquartered in Orange
County, CA and distributes its products in the US and
internationally in more than 40 countries.


POWERWAVE TECHNOLOGIES: Hiring Approvals Sought
-----------------------------------------------
BankruptcyData reported that Powerwave Technologies filed with the
U.S. Bankruptcy Court motions to retain:

   -- Proskauer Rose (Contact: Mark K. Thomas) as counsel at the
following hourly rates: partner at $550 to 1,200, senior counsel
at 450 to 1,050, associate at 205 to 750 and paraprofessional at
100 to 315;

   -- Potter Anderson & Corroon (Contact: Jeremy W. Ryan) as co-
counsel at the following hourly rates: partner at $440 to 720,
counsel at 310 to 450, associate at 255 to 425, paralegal at 80 to
245;

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as
administrative agent; Sandler O'Neill & Partners (Contact: Timothy
P. O'Connor) as investment banker for a monthly fee of $100,000
and a $1.5 million restructuring fee; and

   -- Conway MacKenzie (Contact: Timothy A. Turek) as financial
advisor at the following (discounted) hourly rates: senior
managing director at $795, managing director at 620, director at
475 and senior associate at 375.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


QUANTUM FUEL: Hudson Bay Discloses 5.1% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hudson Bay Capital Management, L.P., and
Sander Gerber disclosed that, as of Dec. 31, 2012, they
beneficially own warrants to purchase up to 2,874,291 shares of
common stock of Quantum Fuel Systems Technologies Worldwide, Inc.,
representing 5.14% of the shares outstanding.  Hudson Bay
previously reported beneficial ownership of 1,848,290 common
shares and warrants to purchase up to 6,949,679 shares of common
stock as of March 16, 2012.  A copy of the filing is available for
free at http://is.gd/TZm7X2

                          About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


QUANTUM CORP: Amends Credit Agreement with Wells Fargo
------------------------------------------------------
Quantum Corporation, on Jan. 31, 2013, entered into a Fourth
Amendment to Credit Agreement and First Amendment to Security
Agreement, among the Company, Wells Fargo Capital Finance LLC, as
administrative agent and the Lenders, pursuant to which, among
other amendments, the maximum principal amount of loans that is
available to be borrowed under the Credit Agreement was amended to
be the lesser of (x) $55,000,000 and (y) the amount of the
borrowing base, which consists of a cash component, an account
component and an inventory component.

In addition, the financial covenants were amended to require that
the Company maintain a Fixed Charge Coverage Ratio of at least
1.10 for the 12 month period ending on the last day of any fiscal
quarter during which a financial covenant period is in effect.  A
financial covenant period commences on any date on which (a)
Liquidity is less than $16,500,000 or (b) Pure Availability is
less than $10,000,000, and will continue until the later of (x)
the last day of the first full fiscal quarter after the date such
period commenced and (y) the last day of the fiscal quarter in
which, for a period of sixty consecutive days, (i) Liquidity is
greater than or equal to $16,500,000 and (ii) Pure Availability is
greater than or equal to $10,000,000.

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

                         http://is.gd/p9oidn

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$377.94 million in total assets, $450.02 million in total
liabilities and a $72.08 million stockholders' deficit.


PROVIDENT ROYALTIES: Trustee Settles Creditor Suit Over Fees
------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the trustee for
defunct Provident Royalties LLC and brokerages that sold
securities as part of Provident's alleged $485 million Ponzi
scheme have settled a suit brought by creditors seeking to recoup
$13.1 million in broker fees, according to a Texas federal court
order Wednesday.

Milo H. Segner Jr., trustee for PR Liquidating Trust and Summit
Brokerage Services Inc., Wedbush Morgan Securities Inc. and DeWaay
Financial Network LLC, went into court-ordered mediation in
November over the disputed brokerage fees and whether they should
be returned to creditors, the report related.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owned working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 (Bankr. N.D.
Tex. Case No. 09-33886) on June 22, 2009.  Judge Harlin DeWayne
Hale presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint with the District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.  On July 2, 2009, the
District Court appointed Dennis L. Roossien, Jr., at Munsch Hardt
Kopf & Harr P.C. in Dallas, Texas, as receiver for the Debtors.
On July 20, 2009, the Bankruptcy Court named Mr. Roossien, Jr., as
the Debtors' Chapter 11 trustee.

Mr. Roossien, Jr., hired Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., also selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP represents the official
committee of unsecured creditors.  Rochelle McCullough, LLP
represents the official investors committee.

The Company, in its petition, estimated between $100 million and
$500 million each in assets and debts.

As reported in the Troubled Company Reporter on June 21, 2010, the
Chapter 11 Trustee, the official committee of unsecured creditors
and the official investors committee for Provident Royalties LLC
and its affiliates obtained confirmation of their plan of
liquidation.  The Plan provides 100% return to all creditors
on their claims with interest, and creates a liquidating trust to
pursue claims against third parties for the benefit of holders of
preferred stock interests.


RADIOSHACK CORP: Walgreen Exec. Named Chief Executive Officer
-------------------------------------------------------------
RadioShack Corp. announced that Joseph C. Magnacca, an experienced
retail executive and merchant, has been appointed chief executive
officer of the Company effective February 11.  Mr. Magnacca has
also been named a member of the RadioShack's Board of Directors.

Mr. Magnacca, 50, is currently executive vice president and
president of Daily Living Products and Solutions for Walgreen Co.,
where he oversees all of Walgreen's marketing and merchandising
operations across more than 8,000 stores.  He has also been
responsible for the integration of the Duane Reade drugstore
chain.  He was president of Duane Reade at the time of its
acquisition by Walgreens in 2010, and before that chief
merchandising officer, undertaking the successful transformation
of Duane Reade through the creation of an innovative urban
operating model and customer experience.  Mr. Magnacca's previous
senior management experience includes merchandising and marketing
roles at two of Canada's leading retail chains.  He spent seven
years as senior vice president at Shoppers Drug Mart, where he was
instrumental in the Company's turnaround, and 15 years at Loblaw,
where he began his career.  In 2010, Joe was named Merchant of the
Year for Drugstore Retailing by Chain Drug Review magazine.

"Joe is a leader with significant experience in transforming
iconic brand names into strong operating businesses," said Daniel
R. Feehan, non-executive chairman of RadioShack.  "We believe he
will be a catalyst for change at RadioShack in refining our
merchandising strategies, reinvigorating the shopping experience
for our customers and building sustainable value for our
shareholders."

"I am delighted to join RadioShack and to be part of this team as
we build upon the strengths of such a great brand.  I see
advantages in being a small box retailer in the consumer
electronics space today, particularly with the broad retail
footprint and convenience RadioShack offers its customers.  I
believe my experiences will help the team identify and execute on
new opportunities that can return this great company to a position
of prominence in the lexicon of American retailers," said Mr.
Magnacca.

In connection with Mr. Magnacca's appointment as CEO, the
following sets forth Mr. Magnacca's base salary, sign-on bonus,
stock option and restricted stock grant information.

   Base Salary        $1,000,000 per year
   Sign-On Bonus      $1,000,000 paid within 15 days of start date
   Restricted Stock   500,000
   Stock Options      2,500,000

                       CFO to Get $1.5MM Bonus

As previously reported in a Form 8-K filed on Oct. 5, 2012, on
Sept. 26, 2012, the Board of Directors of the Company approved,
among other items, a one-time cash retention bonus of $750,000
payable to Mr. Dorvin Lively, the Company's Executive Vice
President and Chief Financial Officer.  The retention bonus is
payable to Mr. Lively on Oct. 1, 2013, provided Mr. Lively is
employed by the Company at that time.  On Feb. 6, 2013, the
Management Development and Compensation Committee of the Board of
Directors of the Company increased this one-time cash retention
bonus from $750,000 to $1,500,000.  All other terms and conditions
regarding the one-time cash retention bonus remain unchanged.

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RADIAN GROUP: Mortgage Insurance Unit Adds Sales Professionals
--------------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance (MI) subsidiary of
Radian Group Inc., on Feb. 7 announced the addition of three
mortgage industry professionals to strengthen its sales team
across the Midwest and in Tennessee.  With more than 20 years of
experience in the mortgage industry, Kevin Rice is based in Boise,
Idaho and will serve as the senior account manager covering Idaho;
Montana; Spokane, Washington; and Jackson, Wyoming.  Mark Baker
will serve as the senior account manager for Tennessee, a
territory he has represented for close to a decade while employed
by another private mortgage insurer.  Jim Honeck, who will serve
as a director of new business development for Radian, is
responsible for developing new customer relationships in Illinois,
Wisconsin, Minnesota, Iowa and Missouri.  Mr. Honeck joins Radian
with more than 22 years of experience in the private mortgage
insurance industry.

Prior to joining Radian, Mr. Rice was a training consultant for
the sales organization at Wells Fargo Home Mortgage, although he
spent the majority of his 20 year career working in both the
retail and wholesale channels for well-known lenders including
Clearpoint Funding, Wells Fargo Home Mortgage and Caliber Funding,
LLC.

Having spent much of his career serving the Tennessee area, Baker
will pick up where he left off by nurturing current customer
relationships in this state for Radian.

Before joining Radian, Mr. Honeck was employed by another private
mortgage insurer, where he maintained number one market share in
his territory for more than 12 years.  Mr. Honeck is a member of
the Wisconsin Mortgage Bankers Association and has served as
Director of the Northeast Chapter.

"Radian is excited to expand our sales team by adding these
seasoned professionals to our roster . . . who together bring 60+
years of experience in the mortgage and mortgage insurance
industries to our all-star team," stated Brien McMahon, Radian's
chief franchise officer.  "In a market that is still challenging
for many, we are very proud of our success over the last year,
where we close to doubled our NIW goal in 2012.  We owe our
success to our many loyal lending partners, and it feels great to
expand our team to serve them even better than we do today!"

                     About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RESIDENTIAL CAPITAL: Examiner's Prebankruptcy Report Delayed Again
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer for Arthur J. Gonzalez, the former
bankruptcy judge serving as examiner for Residential Capital LLC,
told the court that the investigation won't be completed and the
report filed until early May, about a month late.

According to Bloomberg News, the examiner received about 2 million
pages of documents in late January and early this month, lawyer
Howard Seife told U.S. Bankruptcy Judge Martin Glenn.
Consequently, it won't be feasible to file the report by the
current target in early April.

The delay was the second for the ResCap examiner's report,
Bloomberg News notes.

Originally, the report was to be due early this month.

Bloomberg recounts that Judge Gonzalez was appointed in July to
investigate Ally Financial Inc. and Cerberus Capital Management
LP, ResCap's proposed sale and reorganization plan, the role of
ResCap's board, alternatives to ResCap's proposals, claims against
officers and directors, claims ResCap proposes to release, and the
value of the releases. ResCap is Ally's mortgage-servicing
subsidiary.

When Judge Gonzalez sought the first extension for completing the
report, he said the delay meant the report would be more costly.

Originally, he estimated the investigation would cost $29 million
to $36 million.

Jonathan Randles of BankruptcyLaw360 reports that Gonzalez said
his team will need more time to complete the report after
receiving about 2 million more documents than it had expected at
the end of January, the report related.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000 ).


RG STEEL: Wants to Sell Louisville Property for $400,000 Cash
-------------------------------------------------------------
Debtor RG Steel Wheeling, LLC, seeks Bankruptcy Court
authorization to sell its real estate located in Louisville,
Kentucky to World Class Corrugating LLC for $400,000 in cash,
including a $75,000 cash payment from the buyer for its right to
access the Louisville Property prior to the purchase.  The $75,000
cash payment will be applied to the purchase price in the event
the motion is granted and the sale of the Louisville Property
closes by the applicable deadline.

According to papers filed with the Court, the Debtors ceased
operations at the Louisville Property and terminated their
employees at this location in the summer of 2012, and
subsequently sold certain equipment, inventory, and other personal
property that had been located in or used at the Louisville
location both prior to the Petition Date and subsequent to the
Petition Date.

Any liens or security interests that do exist on the Louisville
Property, including those of the Debtors' second-lien and third-
lien secured lenders, will attach to the proceeds of
the Louisville Property.  Moreover, the Debtors propose that the
absence of objection by any purported lienholders or other holders
of in rem claims against the Louisville Property to this
Motion should be deemed "consent" to the sale of the Louisville
Property free and clear of their liens or claims within the
meaning of the Bankruptcy Code.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RHYTHM & HUES: Animator Files Ch.11 After Planned Sale Breaks Down
------------------------------------------------------------------
David S. Cohen, writing for Variety.com, reports that visual
effects company Rhythm & Hues was slated to file for Chapter 11
bankruptcy in Los Angeles Monday night.

According to Variety, Prime Focus, the India-based visual effects
and 3D conversion company, had hoped to buy Rhythm & Hues, but
negotiations broke down after Prime Focus was unable to assemble
the necessary financing.

According to the report, on Sunday, even as the BAFTA awards were
being handed out in London, R&H began calling its employees and
clients to inform them of the bankruptcy.  Numerous R&H employees
were told Sunday they should not report on Monday because their
jobs had been terminated.

The Variety report relates that, following a company-wide meeting
on Monday, Lee Berger, president of R&H's film division, told
Variety that R&H would formally file bankruptcy papers Monday
night. "We hope to be in front of a bankruptcy court by
Wednesday," Mr. Berger said. "In the meantime, we're still open on
the shows that are inhouse. We've got commitments from the studios
we're working for for financing."

According to a report by Deadline.com Monday afternoon, Mr. Berger
issued this statement:  "Tonight R&H is filing for Chapter 11
reorganization in the U.S. Bankruptcy Court and hope to be in
front of a Bankruptcy judge in the next couple days. In the
meantime, all of our offices remain open, our clients are aware of
the process; we have obtained commitments for financing to
complete projects in house at the quality level the studios have
come to expect. Following the filing, R+H will be seeking to
secure financing for future growth. I believe that we are going to
come out of this situation stronger, more efficient, and as
prolific as we are now."

According to the Variety report, Fox and Universal are believed to
have put up those funds to ensure completion on Fox's next "Percy
Jackson" pic and U's "R.I.P.D."  Warner Bros. has three projects
at R&H, "300: Battle of Artemesia," "The Seventh Son" and
"Category 6," and will evaluate how to proceed on a case-by-case
basis.

Variety notes Lionsgate pulled its work for "The Hunger Games:
Catching Fire" when R&H got into financial trouble and before the
company decided to declare bankruptcy.

The Variety report says R&H is hoping for fast exit from
bankruptcy.

Variety relates R&H's big release for 2012, "Life of Pi," had won
four Visual Effects Society Awards, including the organization's
equivalent of best picture and won the BAFTA for visual effects.
R&H is famed for its creatures and animals and created the digital
animals on "Life of Pi" and "Snow White and the Huntsman," both up
for the vfx Oscar.

According to the Variety report, Bob Baradaran, a partner at
Greenberg Glusker, serves as R&H's outside general counsel.  He
told Variety: "Going forward, (R&H is) going to proceed with the
projects we currently have in the pipeline, completing them on
time and at high quality. While that is proceeding, we will be
actively negotiating with potential third parties who have shown
an interest in investing in or acquiring the company to assure its
long-term viability."


RITE AID: To Amend and Restate Revolving Credit Facility
--------------------------------------------------------
Rite Aid Corporation provided an update on its previously
announced debt refinancing transactions that would extend the
maturity of a portion of its outstanding indebtedness and lower
interest expense.  The refinancing transactions are now expected
to include:

   * the amendment and restatement of Rite Aid's existing
     revolving credit facility;

   * the refinancing of Rite Aid's $1.039 billion Tranche 2 Term
     Loan due 2014 and a cash tender offer for Rite Aid's $410.0
     million aggregate principal amount of 9.750% Senior Secured
     Notes due 2016 with the proceeds of a new $1.125 billion
     first lien term loan, together with borrowings under the
     amended revolving credit facility.  Rite Aid has currently
     received signed commitments for a $1.5 billion revolving
     credit facility.  To the extent that Rite Aid receives
     additional commitments for the revolving credit facility,
     these proceeds will be used to prepay a portion of its $331.7
     million Tranche 5 Term Loan due 2018;

   * a cash tender offer for Rite Aid's $470.0 million aggregate
     principal amount of 10.375% Senior Secured Notes due 2016
     with the proceeds from a new $470 million second lien term
     loan,together with borrowings under the amended revolving
     credit facility ; and

   * a cash tender offer for Rite Aid's $180.3 million aggregate
     principal amount of 6.875% Senior Debentures due 2013 with
     available cash.

These refinancing transactions are subject to customary terms and
conditions.  Rite Aid's results of operations and guidance will
likely be impacted by fees, expenses and charges related to the
refinancing transactions.

Rite Aid intends to redeem any 9.750% Notes and 10.375% Notes not
tendered in the tender offers and related consent solicitations.
Rite Aid intends to satisfy and discharge any 6.875% Debentures
that remain outstanding after the tender offer and consent
solicitation.  Holders of untendered 6.875% Debentures that are
satisfied and discharged will continue to receive regular interest
payments and repayment of their 6.875% Debentures will be made at
maturity on Aug. 15, 2013.

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

As reported by the TCR on Feb. 7, 2013, Moody's Investors Service
has placed Rite Aid Corporation's Caa1 Corporate Family Rating and
Caa1-PD Probability of Default Rating on review for upgrade.  The
review for upgrade was triggered by Rite Aid's announcement
that it is pursuing a refinancing of its $1.039 billion first lien
term loan due 2014 as well as of some of its higher coupon debt
due in 2016.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROCK ENERGY: Taps Andrew Gaudielle to Evaluate Red Arrow Mine
-------------------------------------------------------------
Rock Energy Resources, Inc., has engaged Andrew Gaudielle, a
mining engineer, as a consultant, to coordinate with the mining
engineering firm, SRK Consulting, to update the evaluation of
existing resources and operations at the Red Arrow Mine in Mancos,
Colorado.  The Company will pay Mr. Gaudielle a stock grant of
100,000 restricted common shares and expenses.

On Jan. 30, 2013, Rocky V. Emery, the Chairman of the Board of
Directors and Chief Executive Officer of Company resigned from
these positions, citing personal health reasons.  Mr. Emery's
resignation was not the result of any disagreement over Company's
operations, policies or practices.

                         About Rock Energy

Houston-based Rock Energy Resources, Inc., an independent oil and
natural gas company, explores, develops, and produces natural gas
and crude oil properties in the United States.

Rock Energy reported a net loss of $8.02 million for the nine
months ended Sept. 30, 2012, compared with a net loss of$729,493
for the same period during the prior year.  The Company's balance
sheet at Sept. 30, 2012, showed $5.60 million in total assets,
$12.89 million in total liabilities and a $7.28 million total
stockholders' deficit.


ROTECH HEALTHCARE: Robeco No Longer Owns Common Shares
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Robeco Investment Management, Inc., disclosed
that, as of Dec. 31, 2012, it does not beneficially own any shares
of common stock of Rotech Healthcare Inc.  Robeco Investment
previously reported beneficial ownership of 1,343,256 common
shares or a 5.19% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available for free at http://is.gd/1H4aj9

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


SAN BERNARDINO: Small Municipal Union Aims for Big Ruling
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a union representing 54 midlevel city managers in San
Bernardino, California, is trying to make law that would govern
any other California cities filing for Chapter 9 municipal
bankruptcy.

According to the report, the San Bernardino Public Employees
Association contends in papers filed Feb. 8 in U.S. Bankruptcy
Court in Riverside, California, that the city in substance has
refused to negotiate, thus violating state law governing city
workers.

The association, the report relates, wants U.S. Bankruptcy Judge
Meredith Jury to rule at a March 6 hearing that it can sue the
city in state court to enforce state municipal employee labor law.
The association claims it's not trying to force the city to pay
anything. It only wants a declaration of rights and a court order
that the city must turn over financial information.

Strapped for cash, the city said it had no alternative aside from
halting payments to the California Public Employees' Retirement
System. Otherwise, there wouldn't be enough cash to cover city
workers' salaries for essential services.

The city and the state pension system are in litigation over
whether payments must resume. A victory by the pension system
would establish a precedent saying that municipal workers'
pensions can escape unscathed in bankruptcy, forcing bondholders
and other creditors to sustain all losses.

                      About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN DIEGO HOSPICE: U.S. Trustee to Name Health Care Ombudsman
-------------------------------------------------------------
The U.S. Bankruptcy Court has directed the United States Trustee
to appoint a patient care ombudsman in the Chapter 11 case of San
Diego Hospice & Palliative Care Corporation.

11 U.S.C. Section 333(a) requires the court to direct the U.S.
Trustee to appoint patient care ombudsman.  According to the
Court, it appears from the Court records of the within case that a
patient care ombudsman should be appointed; unless on motion of
the U.S. Trustee or a party-in-interest filed not later than 21
days after the commencement of the case, finds that the
appointment of a patient care ombudsman is not necessary for the
protection of patients under the specific circumstances of the
case pursuant to Fed.R.Bankr.P Rule 2002.2(a).

A status conference is scheduled for March 14, 2013, at 11:00 a.m.
before Judge Margaret M. Mann.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4,, 2013, estimating total assets and liabilities of at least
$10 million.

The Debtor is the operator of the San Diego Hospice and The
Institute for Palliative Medicine, one of the largest community-
owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.

The Debtor said that it will meet with government agencies to
address their concerns, explore partnerships with other health
care organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SAN DIEGO HOSPICE: Section 341(a) Meeting Scheduled for March 13
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of San Diego Hospice
& Palliative Care Corporation will be held on March 13, 2013, at
10:00 a.m. at 402 W. Broadway, Emerald Plaza Building, Suite 660
(B), Hearing Room B, San Diego, CA 92101.

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 San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4,, 2013, estimating total assets and liabilities of at least
$10 million.

The Debtor is the operator of the San Diego Hospice and The
Institute for Palliative Medicine, one of the largest community-
owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.

The Debtor said that it will meet with government agencies to
address their concerns, explore partnerships with other health
care organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SANUWAVE HEALTH: Prudential Financial Ceases to Hold 5% Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Prudential Financial, Inc., disclosed that,
as of Dec. 31, 2012, it has ceased to be deemed the beneficial
owner of more than 5% of the outstanding Common Stock of SANUWAVE
Health, Inc.  A copy of the filing is available for free at:

                        http://is.gd/rfGQi1

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.70 million on $627,153 of revenue, compared with a
net loss of $7.82 million on $577,180 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.28
million in total assets, $7.80 million in total liabilities and a
$5.52 million total stockholders' deficit.

                         Bankruptcy Warning

"The continuation of our business is dependent upon raising
additional capital.  We expect to devote substantial resources to
continue our research and development efforts, including clinical
trials.  Because of the significant time it will take for our
products to complete the clinical trial process, and for us to
obtain approval from regulatory authorities and successfully
commercialize our products, we will require substantial additional
capital.  We incurred a net loss of $4,707,212 for the nine months
ended September 30, 2012 and a net loss of $10,238,797 for the
year ended December 31, 2011.  These operating losses create
uncertainty about our ability to continue as a going concern.  As
of September 30, 2012, we had cash and cash equivalents of
$361,263.  We are working with select accredited investors to
raise up to $1.25 million in capital in a private placement.  The
accredited investors will receive a convertible promissory note
that will convert, at the Company?s option, at the completion of a
larger funding which is expected to close no later than the first
quarter of 2013.  If these efforts are unsuccessful, we may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company said in its quarterly report for the period
ended Sept. 30, 2012.


SCHUTJER BOGAR: Harrisburg Firm Said To Be Nearing Bankruptcy
-------------------------------------------------------------
Zack Needles, writing for The Legal Intelligencer, reports that
Harrisburg, Pa.-based firm Schutjer Bogar spent a year expanding
across the country to meet the needs of a single client, but now
that relationship has soured and the firm's principals say the
resulting loss of revenue has put the firm on the brink of
bankruptcy and possible dissolution.

On the Net: http://schutjerbogar.com/


SCITOR CORP: Good Market Position Prompts Moody's to Keep B2 CFR
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Scitor
Corporation, including the Corporate Family Rating of B2.
Concurrently, the B2 rating on Scitor's USD305 million first lien
credit facility has been affirmed. The rating outlook is stable.

Ratings:

  Corporate Family, affirmed at B2

  Probability of Default, affirmed at B2-PD

  USD30 million first lien revolver due February 2016, affirmed
  at B2, LGD3, to 47% from 46%

  USD275 million first lien term loan due February 2017, affirmed
  at B2, LGD3, to 47% from 46%

Outlook, Stable

Ratings Rationale

The B2 Corporate Family Rating reflects high financial leverage
and an aggressive financial policy against a favorable prime
position within an intelligence services contracting niche. The
company's niche should continue seeing reasonably steady demand
despite fiscal austerity ahead.

Scitor's good market position offers protection against a federal
contracting environment that is expected to continue being
pressured over the next few years. The company's highly cleared
and credentialed workforce provide a scientific and technical
expertise that classified agencies will likely continue requiring
and will continue to procure commercially. Programs that improve
the effectiveness of reconnaissance and surveillance investments
-- a historical area of focus by the company -- should experience
resilient funding despite fiscal austerity. Budget pressures may
however lower margins across the contracting industry. Scitor's
cost base reductions of the past two years anticipated the
tightening procurement trend and should support bidding prospects.
However Scitor's margins will likely decline in coming years as
its contract portfolio gets re-competed and the profit margin
earned on contracts entered in headier times (particularly on the
company's fixed price and time/materials based work) declines.
Scitor's cost base reductions also protect against the loss of
market share.

High financial leverage and an aggressive financial policy factor
into the B2 CFR. Scitor has historically undertaken a leveraged
dividend transaction as its leverage metrics moderated. Pro forma
for the exchange of preferred into common stock that occurred in
January 2013, debt to EBITDA declined to the low 5x range (Moody's
adjusted basis, FY2012), from the mid-7x level that followed the
company's last dividend payment of Q2-FY2011. The leverage ratio
improvement stems mainly from conversion of preferred to common
stock and to a lesser extent from debt prepaid; EBITDA on a
Moody's adjusted basis slightly declined over FY2012.

The B2 CFR also considers risks stemming from revenue
concentration. Loss of a key contract would lower the revenue
base. Further, Scitor's high degree of specialization has won it a
number of, what are typically lucrative, sole-source contracts.
With procurement reforms taking hold, justification for sole
source awards will become more challenging for federal purchasing
managers. While its market position seems good, a portion of the
company's sole source work could transition to more competitive
procurement formats and potential for revenue volatility will
accompany the transition. Revenues declined about 7% in FY2012 but
the earnings impact was muted, in part because revenues from
subcontractors, on which the company earns minimal income,
comprised the bulk of the sales drop off. Moody's anticipates the
ability to replace subcontracted with direct labor will probably
diminish over time.

The rating outlook is stable. Free cash flow in the USD20 million
to USD30 million range (FCF/debt of about 5%) over the near term
seems achievable and would raise the USD57 million of unrestricted
cash that existed at September 30, 2012. The cash balance provides
liquidity in excess of the USD30 million revolver commitment,
favorable in light of the sequestration threat. Although the
revolver size is rather small, there are no near-term scheduled
debt amortizations and covenant headroom should remain good. The
stable rating outlook recognizes potential that, over the
intermediate-term, a leveraged dividend transaction could be
sought by the company's ownership, which would weaken credit
metrics, but to levels likely still compatible with the rating.

Upward rating movement would depend upon expectation of debt to
EBITDA sustained at 4x or below and free cash flow to debt of 10%
or higher. Downward rating movement would depend on expectation of
debt to EBITDA above 6x, weakening liquidity, or a lack of free
cash flow.

Scitor Corporation is a provider of engineering, management
consulting and information services for highly classified programs
to the U.S. intelligence community. Revenues in FY2012 were
approximately USD540 million. The company is majority-owned by
Leonard Green & Partners.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry Methodology published in June 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.


SEALY CORP: Hudson Bay Discloses 9.6% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hudson Bay Capital Management, L.P., and
Sander Gerber disclosed that, as of Dec. 31, 2012, they
beneficially own 343,763 shares of 8% Convertible Preferred Stock
due July 15, 2016, convertible into 11,307,396 shares of common
stock of Sealy Corporation representing 9.67% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/OEa7HG

                          About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SECUREALERT INC: Inks Settlement Agreement with Borinquen
---------------------------------------------------------
SecureAlert, Inc., entered into a "Settlement Agreement and
Royalty and Share Buy Back" with Borinquen Container Corporation,
a shareholder of the Company and Sapinda Asia Limited.  As of the
date of the Agreement, both Borinquen and Sapinda Asia were
beneficial owners of more than 10% of the Company's issued and
outstanding voting securities.

The Agreement concludes a transaction originally agreed upon
pursuant to a "Royalty and Stock Purchase Agreement" entered into
by the Company, Borinquen and Tetra House Pte Ltd., on Sept. 5,
2012.  The Company filed a Current Report on Form 8-K on Sept. 11,
2012, reporting entry into the Royalty Purchase Agreement.

Under the Royalty Purchase Agreement, the Company agreed to
purchase from Borinquen a royalty granted by the Company to
Borinquen under a "Royalty Agreement" dated July 1, 2011, which
required the Company to pay Borinquen a royalty of 20% of the
Company's net revenues from a territory comprising Spain,
Portugal, and the Spanish-speaking countries of Central and South
America and the Caribbean.  The Company filed a Current Report on
Form 8-K to report the entry into the Royalty Agreement on
Aug. 10, 2011.  Under the terms of the Royalty Agreement the
Registrant had the option to buy back the Royalty by Sept. 30,
2012.   The Royalty Purchase Agreement was intended by the
Registrant to effect the exercise of the repurchase right
contained in the Royalty Agreement.

The purchase price for the Royalty under the Royalty Purchase
Agreement was agreed to be $13,100,000, payable in two
installments: (1) $6,000,000 on or before Sept. 17, 2012, and (2)
$7,100,000 on or before Nov. 16, 2012.  In addition, THP was
granted the right to purchase from Borinquen all shares of common
and preferred stock of the Company beneficially owned by Borinquen
at a price not to exceed $0.025 per share.

Funds for the purchase were to be made available to the Company
under a Loan and Security Agreement entered into on Aug. 19, 2012,
by the Company and Sapinda Asia.  The Company filed a Current
Report on Form 8-K to report this transaction on Aug. 25, 2012.
Sapinda Asia failed to fund the Loan and Security Agreement in an
amount sufficient to meet the deadlines for the payments to
Borinquen under the Royalty Purchase Agreement.  Borinquen
extended the deadline for payment under the Royalty Purchase
Agreement to Oct. 19, 2012.  The deadline was subsequently
extended again, first to Nov. 17, 2012, and then to Dec. 19, 2012.
Borinquen terminated the Royalty Purchase Agreement on December
26, 2012 after the Registrant failed to make the full payments
required by the agreement.

On Feb. 1, 2013, Borinquen and the Company agreed to settle the
defaults under the terminated Royalty Purchase Agreement and to
release the Royalty to the Company, in consideration of the
Company's payment of $13,000,000.  Funds for the purchase were
provided by Sapinda Asia, pursuant to the Loan and Security
Agreement; the obligation of the Registrant to repay the loan is
secured by the Royalty repurchased from Borinquen.

In addition to the sale of the Royalty to the Company, Borinquen
granted Sapinda Asia the option to purchase all of the shares of
the Company beneficially owned by Borinquen and to release the
shares upon receipt of a payment from Sapinda Asia of $3,000,000
by Feb. 28, 2013.  Borinquen also granted a revocable proxy to
Sapinda Asia, permitting Sapinda Asia to vote the shares of the
Company's voting securities held by Borinquen.  The proxy is valid
for one year, unless terminated earlier by Borinquen, and is
renewable for up to four additional years.

Sapinda Asia also agreed under the Royalty Purchase Agreement to
loan the Registrant an additional $1,200,000 for working capital.
This loan is to be established as an unsecured revolving line of
credit continuing through June 30, 2014, and bears interest at 10
percent for borrowed funds and 3 percent on unused funds.

Upon execution and closing of the Royalty Purchase Agreement, the
parties released each other from any claims they might have under
the July 1, 2011, Royalty Agreement and the Sept. 5, 2012 Royalty
Purchase Agreement, as amended.

A copy of the Settlement Agreement is available at:

                        http://is.gd/xNk7Ms

On Feb. 1, 2013, Larry G. Schafran, a director of the Company
since October 2006, tendered his resignation from the Board of
Directors of the Company.  During his tenure on the Board of
Directors, Mr. Schafran had served as a member and chairman of the
Audit Committee of the Board of Directors of the Registrant until
Dec. 28, 2012.  At the time of his resignation, Mr. Schafran was a
member of the Nominating Committee of the Board of Directors of
the Registrant.  Mr. Schafran was not a nominee for election at
the Company's upcoming Annual Meeting of Shareholders, scheduled
for Feb. 28, 2013.

Mr. Schafran informed the Board of his resignation and his reasons
for terminating his association with the Registrant by letter
addressed to the Chairman of the Board of Directors.  The
Company's Board of Directors disagrees with the position asserted
by Mr. Schafran in his letter of resignation.

                        About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

SecureAlert incurred a net loss attributable to SecureAlert common
stockholders of $19.93 million on $19.79 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss
attributable to SecureAlert common stockholders of $11.92 million
on $17.96 million of total revenues during the prior fiscal year.

SecureAlert's balance sheet at Sept. 30, 2012, showed $26.53
million in total assets, $22.10 million in total liabilities and
$4.42 million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.


SINCLAIR BROADCAST: Reports $59.4 Million Net Income in 4th Qtr.
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of $59.39
million on $329.51 million of total revenues for the three months
ended Dec. 31, 2012, compared with net income of $23.24 million on
$212.77 million of total revenues for the same period during the
prior year.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $144.95 million on $1.06 billion of total revenues, as
compared with net income of $76.17 million on $765.28 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total stockholders' deficit.

"2012 was a remarkable year for our Company," commented David
Smith, President and CEO of Sinclair.  "We successfully closed on
30 TV stations, recorded record levels of political advertising,
benefited from a rebound in the automotive advertising category,
and achieved historic levels in key financial metrics.  As we look
forward to 2013, we are very excited about our prospects,
including starting the year with the Super Bowl on our 11 CBS
stations.  While we have led the current consolidation trend in
the broadcast industry, we believe there are still many
opportunities for us to continue to acquire quality television
assets, unlock hidden value, and strengthen our competitive
position."

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

                        http://is.gd/b5wdO1

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SMF ENERGY: Liquidating Plan Effective Dec. 28, 2012
----------------------------------------------------
BankruptcyData reported that on December 28, 2012, the Amended
Joint Plan of Liquidation, dated October 16, 2012, as modified for
SMF Energy (nka SMF Energy Liquidating Trust) became effective,
and the Company emerged from Chapter 11 protection.

On January 4, 2012, the Company entered into a liquidating trust
agreement with Soneet R. Kapila, in his capacity as liquidating
trustee, for the purpose of creating a liquidating trust, the
report added. On the Plan's effective date an oversight committee
was formed, which consists of three members selected by the
unsecured creditors' committee, the report said.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.

The Debtors entered into an agreement for Sun Coast Resources to
acquire assets associated with the Debtors' business in their
various operating locations in the State of Texas for $4 million,
absent higher and better offers.  The Texas assets yielded no
competing bids from other parties.  Competing bids were submitted
with respect to the assets and vehicle outside Texas, under which
Sun Coast was also the stalking horse bidder with a total offer of
$5 million.  The auction raised the value of the assets by $1.75
million.  The sales, which closed in June, generated $10.75
million.

The Debtors in August filed a Plan of liquidation.  Wells Fargo
Bank N.A., the secured lender, has been partly paid from the sale
proceeds, pursuant to the cash collateral order.  Holders of
unsecured claims estimated to total $5.7 million will recover up
to 70%.  Each holder of an unsecured claim not more than $1,000 or
who elect to reduce the claim to $1,000 will recover 100% in cash
on the effective date. Holders of equity interests will only
receive distributions after claimants are paid in full.


SPRINT NEXTEL: Incurs $1.3 Billion Net Loss in Fourth Quarter
-------------------------------------------------------------
Sprint Nextel Corp. reported a net loss of $1.32 billion on
$9 billion of net operating revenues for the quarter ended
Dec. 31, 2012, compared with a net loss of $1.30 billion on $8.72
billion of net operating revenues for the same quarter a year ago.

The Company incurred a net loss of $4.32 billion on $35.34 billion
of net operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $2.89 billion on $33.67 billion of net
operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $51.57
billion in total assets, $44.48 billion in total liabilities and
$7.08 billion in total shareholders' equity.

"Sprint's strong performance was fueled by record wireless service
revenue on the Sprint platform due to year-over-year postpaid ARPU
growth and Sprint platform net additions," said Dan Hesse, Sprint
CEO.  "As a result, quarterly Adjusted OIBDA* performance improved
year-over-year in spite of significant cost increases related to
Network Vision and the iPhone, both of which are key investments
for our business that we expect will improve the customer
experience and lead to growth in the years ahead."

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

                        http://is.gd/7GEHnE

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STAR EMS: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Star EMS
        2117 E. University Dr
        Edinburg, TX 78541

Bankruptcy Case No.: 13-70072

Chapter 11 Petition Date: February 8, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Jose Luis Flores, Esq.
                  LAW OFFICE OF JOSE LUIS FLORES
                  1111 W Nolana
                  McAllen, TX 78504
                  Tel: (956) 682-0924
                  Fax: (956) 682-3838
                  E-mail: bklaw@jlfloreslawfirm.com

Scheduled Assets: $3,715,133

Scheduled Liabilities: $1,238,826

A copy of the Company's list of its 18 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txsb13-70072.pdf

The petition was signed by Rodolfo Martinez, Jr., owner.


STEREOTAXIS INC: CFO Steps Down to Pursue New Career Opportunity
----------------------------------------------------------------
Stereotaxis, Inc., has announced that Sam Duggan, chief financial
officer, will resign from the Company, effective Feb. 22, 2013.
Serving as Stereotaxis CFO since October 2011, Mr. Duggan is
leaving to accept a CFO position with a large, privately held
company headquartered in St. Louis.  Martin Stammer, Vice
President and Controller, will assume the role of Interim CFO.

Michael Kaminski, Stereotaxis chief executive officer, said, "Sam
joined the company during a difficult period and has been
instrumental in significantly reducing our cost structure and
improving our financial performance.  We will miss his thoughtful
counsel and collaborative leadership but wish him great success in
this new opportunity at a much larger company."

Upon Mr. Duggan's departure, Mr. Stammer will be promoted to
Principal Accounting Officer and Interim CFO.  Since joining the
Company in October 2009, he has assumed increasing levels of
responsibility.  Promoted to Corporate Controller in August 2011,
he was then named Vice President and Controller in August 2012.

"Marty has proven to be a valuable member and leader within our
financial organization over the past few years, playing a key role
in developing and executing our strategic financial initiatives,
as well as securing essential funding and banking relationships,"
said Mr. Kaminski.  "We are very confident in his ability to
seamlessly assume the role of interim CFO and continue to advance
our goals of delivering expected results and strengthening our
financial position."

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.


SUNSHINE HOTELS: Wins Interim Approval for Gallagher as Counsel
---------------------------------------------------------------
Sunshine Hotels, LLC and Sunshine Hotels II, LLC, sought and
obtained interim approval to employ the firm of Gallagher &
Kennedy, P.A. as general bankruptcy and restructuring counsel.

The Court granted interim approval following a hearing on Feb. 6.
A final hearing on the application is scheduled for March 6.

G&K has advised the Debtors that the current hourly rates for the
attorneys expected to have primary responsibility for this
representation are:

          John R. Clemency       $575 per hour
          Craig Solomon Ganz     $425 per hour
          Tyler J. Carrell       $300 per hour

Other G&K attorneys and paralegals may render services to the
Debtors as needed at these hourly rates:

           Category           Hourly Rate
           --------           -----------
           Shareholders       $400 to $600
           Associates         $275 to $375
           Paralegals         $200 to $250

G&K received $106,000 from Sunshine and $103,000 from Sunshine II
as retainer.

To the best knowledge of the Debtors, G&K does not hold or
represent any interest adverse to the Debtors.

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.


SUNSHINE HOTELS: Wins Interim Approval to Use Cash Collateral
-------------------------------------------------------------
Bankruptcy Judge Brenda Moody Whinery entered an interim order
authorizing Sunshine Hotels, LLC and Sunshine Hotels II, LLC, to
use cash collateral, pending a final hearing on March 6, 2013 at
2:00 p.m.

Use of cash collateral will be limited to payment of ordinary and
necessary-postpetition expenses in accordance with a budget.  The
cash collateral cannot be used to pay management fees and
commissions and fees, and the line item relating to mortgage
interest payments will be removed from the budgets, according to
the order.

The Debtors believe that no other party than Square Mile Capital
Management, LLC claims or has an interest in their cash
collateral.  The Debtors do not concede that any creditor holds a
perfected interest in cash but they are willing to treat Square
Mile as though they have cash collateral interests.

As adequate protection of any demonstrated interest in cash
collateral, the Debtors have agreed to grant a replacement lien on
all postpetition assets, of the same type as served as collateral
for any loan prepetition.  The Debtors say the replacement liens
and the equity cushion already provided by their real and personal
property will provide adequate protection.

Objections to the cash collateral motion are due 5 days prior to
the March 6 hearing.

A copy of the budget attached to the interim order is available
for free at:

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

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

The Debtors have tapped the firm of Gallagher & Kennedy, P.A. as
general bankruptcy and restructuring counsel.


SUNSHINE HOTELS: Section 341(a) Meeting Scheduled for March 12
--------------------------------------------------------------
A Chapter 11 meeting of creditors in the bankruptcy case of
Sunshine Hotels, LLC, will be held on March 12, 2013, at 9:00 a.m.
at US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, AZ.

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

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

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

The Debtors have tapped the firm of Gallagher & Kennedy, P.A. as
general bankruptcy and restructuring counsel.


T SORRENTO: Watchdog Wants Case Dismissal; RMR Seeks Stay Relief
----------------------------------------------------------------
T Sorrento, Inc., is facing an uphill battle in its restructuring
efforts.  The United States Trustee is seeking dismissal or
conversion of the case to a liquidation under Chapter 7.  RMR
Investments Inc., the Debtor's secured lender, is seeking relief
from the automatic stay to foreclose on the Debtor's property.

A hearing on the matters were slated for Jan. 25.  No ruling has
been posted on the Court docket.

According to the U.S. Trustee, the Debtor's case involves
undeveloped real property with no activity for eight months.
Other than the filing of operating reports, the hiring of counsel,
and the denial of an extension of exclusivity, there has been no
activity in the case.  The operating reports show no income and no
activity.  No party has filed a plan in the case.  The case should
be dismissed or converted to chapter 7 because reorganization is
not feasible, the U.S. Trustee said.

RMR, meanwhile, asserts the Debtor owes it in excess of
$14,356,631 in pre-bankruptcy obligations related to the
properties.  RMR contends the Debtor has no equity in the
properties, as the value of the properties is significantly less
than the amount RMR is owed under the loan documents.  RMR asserts
the Debtor does not have a reasonable likelihood of confirming a
bankruptcy plan.

William T. Neary, the United States Trustee, is represented in the
case by:

          Mary Frances Durham, Esq.
          United States Department of Justice
          Office of the United States Trustee
          1100 Commerce Street, Room 976
          Dallas, TX 75242
          Tel: (214) 767-1241
          E-mail: maryfrances.durham@usdoj.gov

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


T-L CHEROKEE: Seeks to Use Cole Taylor's Cash Collateral
--------------------------------------------------------
T-L Cherokee South, LLC, asks the Bankruptcy Court for permission
to use certain cash and cash equivalents that allegedly serve as
Cole Taylor Bank's collateral for claims asserted against the
Debtor and its property.

The Debtor said its operational problems are principally due to
the general economic problems facing this country over the last
several years.  Despite these issues, the Debtor generates
substantial rental income at the Property and is developing
alternative exit strategies from the Chapter 11 case.

The Debtor added in the court filing that it has several options
for an exit strategy from Chapter 11.  For instance, the Debtor,
together with its affiliated debtors, continues to seek
refinancing sources to replace the Lender and/or capital
investments that would be utilized to fund a Plan of
Reorganization.  Additionally, the Debtors are analyzing the
concept of substantive consolidation as a means for implementing a
joint reorganization.  The Debtor is also exploring other exit
strategies from the Chapter 11 case.

Cole Taylor Bank asserts a first position mortgage lien and claim
against its shopping center property which purportedly secures a
senior mortgage indebtedness of $14.35 million.  In addition to
its mortgage liens on the property, Cole Taylor asserts a security
interest in and lien upon the rents being generated at the
property.

The Debtor proposes to use cash collateral and provide adequate
protection to Cole Taylor upon these terms and conditions:

   A. The Debtor will permit Cole Taylor to inspect, upon
      reasonable notice, within reasonable hours, the Debtor's
      books and records;

   B. The Debtor will maintain and pay premiums for insurance to
      cover all of its assets from fire, theft and water damage;

   C. The Debtor will maintain sufficient cash reserves for the
      payment of current real estate taxes when such real estate
      taxes become due and payable;

   D. The Debtor shall, upon reasonable request, make available to
      Cole Taylor evidence of that which purportedly constitutes
      its collateral or proceeds;

   E. The Debtor will properly maintain the property in good
      repair and properly manage such Property; and

   F. Cole Taylor will be granted valid, perfected, enforceable
      security interests in and to the Debtor's postpetition
      assets, including all proceeds and products which are now or
      hereafter become property of the estate to the extent and
      priority of its alleged pre-petition liens, if valid, but
      only to the extent of any diminution in the value of the
      assets serving as collateral.

A hearing on the request is scheduled for Feb. 15, 2013 at 1:00
p.m.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


T-L CHEROKEE: Section 341(a) Meeting Scheduled for March 15
-----------------------------------------------------------
The U.S. Trustee has scheduled a meeting of creditors in the
bankruptcy case of T-L Conyers LLC, on March 15, 2013, at
9:00 a.m. at Hammond - 1st Floor, Suite 1700.  Creditors have
until June 13, 2013, to file their proofs of claims while
governmental units have until July 31, 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 T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TANGLEWOOD FARMS: Suit v. Augusta Seed Survives Dismissal Bid
-------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of Augusta
Seed Corporation to dismiss the complaint filed by James B.
Angell, the Chapter 7 trustee of Tanglewood Farms, Inc. of
Elizabeth City.  The lawsuit seeks to recover $100,000 in alleged
fraudulent transfers made to Augusta Seed by the Debtor.

Tanglewood Farms, Inc. of Elizabeth City filed a voluntary Chapter
11 petition (Bankr. E.D.N.C. Case No. 10-06719) on Aug. 20, 2010.
The case was subsequently converted to a case under chapter 7 on
July 12, 2011.  Prior to conversion, the debtor was in the
business of purchasing, selling, and storing grain.  James H.
Winslow was the president and 100% stockholder of the debtor.

Augusta Seed argues that the complant fails to state a claim upon
which relief can be granted pursuant to Rule 7012 of the Federal
Rules of Bankruptcy Procedure, incorporating Rule 12(b)(6) of the
Federal Rules of Civil Procedure. Augusta Seed also asserts that
the trustee has failed to state with particularity the
circumstances which constitute fraud pursuant to Rule 7009 of the
Federal Rules of Bankruptcy Procedure, incorporating Rule 9(b) of
the Federal Rules of Civil Procedure.

In response, the trustee states that the complaint, as filed,
contains sufficient factual allegations to show a plausible claim
for relief under the relevant Bankruptcy Code provisions, and that
Rule 9(b) is not applicable to the complaint because the trustee
makes no allegations of actual intent to defraud.

Judge Leonard held that the complaint alleges facts sufficient to
show that the transfers were made while the debtor was insolvent
or that debtor was left with unreasonably small capital as a
result of the transfer.

The case is, JAMES B. ANGELL, CHAPTER 7 TRUSTEE Plaintiff, v.
AUGUSTA SEED CORPORATION, Defendant, Adv. Proc. No. 12-00192-8-JRL
(Bankr. E.D.N.C.).  A copy of the Court's Feb. 7, 2013 Order is
available at http://is.gd/g14CSIfrom Leagle.com.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

James Howard Winslow and Billie Reid Winslow filed for Chapter 11
(Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010.


TEMBEC: Moody's Changes Outlook on 'B3' CFR to Negative
-------------------------------------------------------
Moody's Investors Service lowered Tembec's Speculative Grade
Liquidity rating to SGL-4 from SGL-2 and changed the rating
outlook to negative from stable to reflect a weak near term
liquidity profile. As part of the same rating action, Tembec's
Corporate Family Rating (CFR) and senior secured bond rating were
affirmed at B3.

Ratings Changed:

Outlook, to Negative from Stable

Speculative Grade Liquidity, to SGL-4 from SGL-2

Ratings Rationale

Tembec's B3 CFR reflects the company's weak liquidity, high
leverage and the company's significant exposure to the volatile
market pulp and wood products industry segments. The rating
considers management's ability to extract operational improvements
to enhance the company's below industry average operating margins
and the company's execution on a number of expansions and cost
reduction projects. The company's leading market position in the
specialty dissolving pulp segment and the diversification provided
by operations in several different sectors support the rating.
While credit metrics are weak for the rating category on a
trailing twelve months basis, the rating anticipates some
improvement over the next 12-18 months. Tembec is undertaking a
major boiler/turbine expansion (that includes a "green" purchase
power agreement) at its Temiscaming mill without any liquidity
cushion, although Moody's presumes the company can delay spending
on the project to meet its obligations.

The downgrade of Tembec's Speculative Grade Liquidity rating to
SGL-4 reflects the company's continued negative cashflow
generation stemming from high capital expenditure and weak
operating performance. At December 2012, the company had
approximately CND56 million of unrestricted cash, and net
availability of approximately CND22 million on the company's
committed CND200 million asset-based revolving credit facility
(ABL, net of borrowing base eligibility, availability block and
approximately CND48 million of letter of credit use) that matures
in February 2016. Moody's estimates that Tembec's cash burn will
be approximately USD35 million over the next 12 months, excluding
any further spending on the USD190 million cogeneration project at
its Temiscaming mill in Quebec (CND78 million spent as of December
2012). Tembec is currently negotiating the sale of its British
Columbia NBSK pulp mill which may be sold later this year and the
proceeds would facilitate Tembec's aggressive capital spending
plans. The company has modest debt maturities of USD16 million
over the next 12 months and does not have any significant debt
maturities until 2016 (drawings under ABL) and 2018 (USD305
million senior secured notes). The company does not have financial
covenants. Most of the company's assets are encumbered.

The negative rating outlook reflects the company's liquidity
pressures and the execution risk of completing the company's
significant cogeneration project at its Temiscaming mill in
Quebec. Tembec's ratings could be downgraded if pulp market
conditions deteriorate, leading to a further deterioration in
liquidity arrangements and normalized (RCF-Capex)/TD were to
remain negative. An upgrade would be considered if normalized
RCF/TD and (RCF-Capex)/TD measures approach 10% and 5%,
respectively, on a sustainable basis, with a materially stronger
liquidity profile.

The principal methodology used in rating Tembec was the Global
Paper and Forest Products Industry Methodology published in
September 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.

Headquartered in Montreal, Quebec, Tembec is an integrated paper
and forest products company with operations primarily in Canada
and a mill in France. The company's main operating segments
include market pulp, wood products and paper.


TITAN PHARMACEUTICALS: Amends Facility Agreement with Deerfield
---------------------------------------------------------------
The Facility Agreement dated as of March 11, 2011, between Titan
Pharmaceuticals, Inc., and the "Deerfield" lender was amended to
provide that the exercise price of the 6,000,000 warrants
previously issued to Deerfield may be satisfied through a
reduction in the principal amount of the Company's outstanding
indebtedness to Deerfield.  A copy of the amendment agreement is
available at http://is.gd/SdTO45

                   About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TRAK GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Trak Group, Inc.
          aka Trak 10
        3420 W. Walnut Street
        Garland, TX 75042
        Tel: (214) 674-6745

Bankruptcy Case No.: 13-40381

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mohammed S. Sajeel Khaleel, Esq.
                  KHALEEL & ASSOCIATES
                  9401 LBJ Freeway, Suite 400
                  Dallas, TX 75243
                  Tel:  (972) 808-0777
                  E-mail: skhaleel@khaleellaw.com

Scheduled Assets: $579,683

Scheduled Liabilities: $1,003,018

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

The petition was signed by Khalid Bin Rezwan, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Khalid Bin Rezwan                     13-40376            02/08/13


TRANS-LUX CORP: Amends 27.1-Mil. Common Shares Resell Prospectus
----------------------------------------------------------------
Trans-Lux Corporation filed an amendment no.2 to the Form S-1
registration statement relating to the sale by Richard V.
Aghababian, Allan Brumberger, Peter Cardasis, et al., of up to
27,190,000 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 stockholders.

The selling stockholders will offer their shares at a fixed price
of $0.39 per share until the Company's common shares are quoted on
the Over-the-Counter Bulletin Board, and thereafter, at prevailing
market prices or privately negotiated prices.  The Company will
not receive any proceeds from the sale of these shares by the
selling stockholders.

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

The Company's common stock is quoted on the OTCQB under the symbol
"TNLX".  The last reported sale price of the Company's common
stock as reported by the OTCQB on Feb. 6, 2013, was $0.30 per
share.

A copy of the amended prospectus is available at:

                       http://is.gd/rtErP8

                  About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $23.62
million in total assets, $20.37 million in total liabilities, and
$3.25 million in total stockholders' equity.


TRANS-LUX CORP: Holders Have Until April 19 to Exercise Warrants
----------------------------------------------------------------
As part of Trans-Lux Corporation's restructuring plan, on Nov. 14,
2011, the Company completed the sale of an aggregate of $8.3
million of securities consisting of 416,500 shares of the
Company's Series A Convertible Preferred Stock, par value $0.001
per share having a stated value of $20.00 per share and
convertible into 50 shares of the Company's Common Stock, par
value $0.001 per share and 4,165,000 one-year warrants.

These securities were issued at a purchase price of $20,000 per
unit.  Each Unit consists of 1,000 shares of Preferred Stock,
which have subsequently converted into 50,000 shares of Common
Stock and 10,000 A Warrants.  Each A Warrant entitles the holder
to purchase one share of the Company's Common Stock and a three-
year warrant, at an exercise price of $0.20 per share.  Each B
Warrant will entitle the holder to purchase one share of the
Company's Common Stock at an exercise price of $0.50 per share.

The exercise period under the A Warrants was originally set to
expire on Nov. 14, 2012, and was previously extended by the
Company's Board of Directors through Feb. 12, 2013.  On Feb. 5,
2013, the Board of Directors of the Company unconditionally
further extended the exercise period of the Company's outstanding
A Warrants.  Holders of the A Warrants may now exercise their
rights thereunder through April 19, 2013.  The Board of Directors
provided for this additional extension because the Company's
Registration Statement relating in part to the resale of the
common shares underlying the A Warrants has not yet been declared
effective by the Securities and Exchange Commission.

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $23.62
million in total assets, $20.37 million in total liabilities, and
$3.25 million in total stockholders' equity.


TRAVELCLICK INC: S&P Revises Outlook on 'B' CCR to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'B'
corporate credit rating on New York City-based TravelClick Inc. to
stable from negative.

At the same time S&P raised the recovery rating on the company's
$195 million term loan and $20 million revolving credit facility,
both due 2016, to '3' from '4' reflecting business risk profile
improvement from recent acquisitions.  The '3' recovery rating
indicates S&P's expectation of meaningful recovery (50% to 70%) in
the event of payment default.  The 'B' issue level rating on these
credit facilities remains unchanged.

"The outlook revision reflects our expectation that the covenant
cushion expanded in the fourth quarter of 2012, as a weak 2011
fourth quarter rolled off, and that the company is likely to
maintain adequate covenant headroom through 2013," said Standard &
Poor's credit analyst Christian Frank.  "This follows a covenant
cushion that was below 10% at Sept. 30, 2012," added Mr. Frank.

The ratings reflect the company's "weak" business risk profile,
deriving from its narrow market focus partly offset by its
relatively high recurring revenue base; its "aggressive" financial
risk profile with pro forma leverage that S&P expects declined to
the low-4x area as of Dec. 31, 2012; and an acquisitive growth
strategy.  S&P expects the company to generate high single-digit
revenue growth in fiscal 2013 with modest free operating cash flow
(FOCF) due to continued investment in product development and
sales and marketing.

TravelClick provides e-commerce solutions to independent and chain
hotels.


TRI-CHEK SEEDS: Case Converted to Chapter 7
-------------------------------------------
Bankruptcy Judge Susan D. Barrett converted the Chapter 11 case of
Tri-Chek Seeds, Inc., to a liquidation under Chapter 7, at the
behest of Carolina Eastern Warehouse, Inc. and Crop Production
Services, Inc.

The creditors asked the Court to either convert to Chapter 7 or
dismiss the case.  Judge Barrett found conversion to be in the
best interest of creditors and the estate as there appears to be
equity in some of the assets and because of various pre- and post-
petition transfers.

The United States Trustee and five other unsecured creditors,
Kimberly Seeds International, Inc., Langston Companies, Missouri
Southern Seed Corp., Cedar Rock Farms, Inc. and Christian County
Grain, Inc., supported Carolina and CPS's Motion.

The Debtor's lender, Suntrust Bank, has barred the Debtor from
using cash collateral.

On Dec. 27, 2012, Carolina filed its Motion to Convert or Dismiss
because of the Debtor's failure to file any operating reports.  On
Jan. 7, 2013 CPS joined in the Motion citing that the Debtor had
paid various pre-petition expenses of Scott Gunter, the sole
shareholder, and without the operating reports creditors were
unable to monitor the Debtor's activities to ensure such conduct
did not continue post-petition.

A copy of the Court's Feb. 7, 2013 Opinion and Order is available
at http://is.gd/tshhSTfrom Leagle.com.

Tri-Chek Seeds, Inc., filed its chapter 11 bankruptcy petition
(Bankr. S.D. Ga. Case No. 12-11409) on Aug. 7, 2012.  Judge Susan
D. Barrett oversees the case.  Todd Boudreaux, Esq., at Shepard
Plunkett Hamilton Boudreaux, represents the Debtor as counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  A list of the Company's 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/gasb12-11409.pdf The petition was signed
by Scott D. Gunter, president.


TWCC HOLDING: Debt Repricing No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------
Moody's Investors Service said that TWCC Holding Corp.'s proposed
amendment to reprice its senior secured credit facility will
positively impact its cash flow and therefore credit, but it is
not material enough to impact its Ba3 Corporate Family Rating or
its debt ratings. The rating outlook is stable.

Moody's expects all other terms of the credit agreement will
remain in place, including the tenor and maintenance covenants.
The transaction will not immediately impact the level of debt
outstanding, or its leverage which was around 5.0x for YE 2012
(pro-forma for acquisitions). Moody's estimates the company to
have interest savings in the range of USD11-12 million annually,
which will improve its already strong free cash flow (USD145
million over LTM 9/30/12) and interest coverage ratios. Based on
the 25% of excess cash flow sweep required under its credit
agreement, Moody's expects the higher cash flow to lead to greater
levels of debt pay down over time. The company also has the
ability to pay dividends if its pro-forma secured leverage is
under 5.0x and its pro-forma total leverage is under 7.0x (each as
calculated under its bank agreement), however, any dividend
payment requires the vote of each majority owner, including
NBCUniversal Media, LLC (Baa2 senior unsecured) as well as its
private equity owners, Bain Capital and Blackstone.

Despite a challenging year for the most part of 2012 driven by
unusual weather patterns, Moody's expects the company to resume
revenue growth across all its distribution platforms in 2013.
Moody's does not expect any material change in its debt levels in
the near term and expect some natural de-leveraging to occur as a
result of EBITDA growth.

TWCC Holding Corp. d/b/a The Weather Channel Companies,
headquartered in Atlanta, GA is a multi-platform media and
information company focused on providing weather information to
consumers and businesses via a variety of distribution platforms.
Content is delivered to individuals most notably through its
national U.S. cable network "The Weather Channel", the Internet
and mobile and to businesses through its professional information
services.


UNITED WESTERN: Has Opposition to Disclosure Approval
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that United Western Bancorp Inc., the holding company for
a bank taken over by regulators in January 2011, will face
opposition from the U.S. Trustee and JPMorgan Chase Bank NA at a
Feb. 21 hearing for approval of disclosure materials explaining
the proposed liquidating Chapter 11 plan.

According to the report, previously seeking conversion of the
Chapter 11 case to liquidation in Chapter 7, the U.S. Trustee
faults the disclosure statement for failure to explain why
lawsuits can't be prosecuted just as effectively and more
inexpensively through conversion to Chapter 7 and appointment of a
trustee.

The bank contends the plan can't be approved because it ignores
subordination provisions in loan agreements by allowing junior
creditors to be paid before JPMorgan's claim is paid in full.

United Western filed a Chapter 11 petition to continue a lawsuit
against the U.S. Comptroller of the Currency alleging that the
regulatory takeover of the bank subsidiary was "arbitrary and
capricious." The other main asset is a tax refund of $4.85 million
which the Federal Deposit Insurance Corp. claims as receiver for
the failed bank subsidiary.

                        About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


UNIVERSAL HEALTH: BankUnited Wants Chapter 11 Case Dismissed
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Universal Health Care Group Inc., the owner of an
insurance company and three health-maintenance organizations,
won't be in Chapter 11 long if lender BankUnited NA has its way.

The report relates that the bank, owed $36.5 million, filed papers
just the day after the bankruptcy filing asking the bankruptcy
judge to dismiss the Chapter 11 case on an expedited basis.

According to the report, the bank explained that its collateral
and Universal's only assets are the insurance companies and HMOs
that operate in Florida, Texas and Nevada. Florida regulators
filed papers two days before bankruptcy initiating a receivership
in state court where the two Florida businesses would be taken
over and customers disbursed to other providers.

Since bankruptcy can't stop the regulatory takeover, BankUnited
says that the Universal holding company will end up with no
assets. Consequently, the case should be dismissed immediately, in
the bank's opinion.

The bank, the report discloses, wants the case dismissed so it can
complete foreclosure of the operating companies that was scheduled
for later this month. If the bank forecloses, it may be able to
head off a receivership by regulators, sell the businesses, and
thus preserve some of its collateral.

The bank expects Texas and Nevada regulators to commence
regulatory takeovers of their own. The insurance companies can't
use bankruptcy to forestall regulatory takeovers because insurance
companies are prohibited from filing any form of bankruptcy.

Florida regulators told the state court that the company
overstated assets and has a capital insufficiency.

                    About Universal Health Care

Universal Health Care Group, Inc., filed a Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013,
after Florida regulators moved to put two of the company's
subsidiaries in receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVISION COMMUNICATIONS: S&P Rates $1.5BB Loan Due 2020 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
Spanish language TV and radio broadcaster Univision Communications
Inc.'s proposed $1.5 billion term loan due 2020 and up to
$500 million revolving credit facility due 2018 an issue-level
rating of 'B+' (one notch above S&P's 'B' corporate credit rating
on the company).  S&P also assigned the debt a recovery rating of
'2', indicating its expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default.

The corporate credit rating on New York City-based Univision
Communications Inc., the leader in U.S. Hispanic media, reflects
the company's steep debt leverage and weak interest coverage
because of its 2007 leveraged buyout (LBO), advertising pricing
that is not commensurate with its audience share, and weak trends
in radio advertising.  S&P regards Univision's financial risk
profile as "highly leveraged," (based on S&P's criteria), because
of the company's extremely high lease-adjusted debt to EBITDA of
11.8x as of Sept. 30, 2012.  The proposed transaction does not
reduce leverage or improve EBITDA coverage of interest.
Univision's business risk profile is "satisfactory," supported by
its position as the market-leading U.S.-based Spanish-language TV
and radio broadcaster.  S&P expects Univision to maintain
"adequate" liquidity, supplemented by positive discretionary cash
flow, despite leverage remaining very high.  The company still
faces meaningful refinancing hurdles, with roughly $3.1 billion
maturing in 2017.  Univision's ability to refinance the remainder
of its 2017 maturities will likely rely on its ability to repay
debt and grow EBITDA over the next five years.  S&P assess
Univision's management and governance as "fair."

Univision's operations include TV and cable networks and TV
station groups, radio stations, and online content.  It is the
largest Spanish-language radio broadcaster in the U.S.
Univision's market-leading position relies on its popular
primetime programming under a favorable low-cost, long-term
contract with Grupo Televisa S.A., and has held its leading
position despite several new competitors.  The Univision network
reaches virtually all U.S. Hispanic households, and often
generates audience ratings higher than some of the four major
English-language TV networks.  Univision has not narrowed the gap
between Spanish language and English language advertising rates
for several years, but revenue and EBITDA growth have been
sustained by an increase in advertising sales volumes and higher
retransmission fees from multichannel video providers.


UPLAND, CA: San Bernardino County Lawsuit Could Force Bankruptcy
----------------------------------------------------------------
Joe Nelson and Sandra Emerson, writing for San Bernardino Sun,
report that the city manger for Upland, Calif., Stephen Dunn, said
San Bernardino County's lawsuit against Upland and two
transportation agencies in which the county seeks to recoup a
portion of a $102 million legal settlement could force Upland into
bankruptcy.

The Sun reports Mr. Dunn said Upland has spent roughly $6 million
from its general fund over the past nine years to defend itself in
the litigation -- money the city desperately needed.  As a result,
the city's general fund reserves have dipped below $1 million in
the last year, he said.

The report recounts the county filed its lawsuit against Upland,
Caltrans and San Bernardino Associated Governments -- the county's
transportation planning agency also known as SanBAG -- in November
2004 in an effort to show they were partly liable for damages
Rancho Cucamonga developer Jeff Burum claimed the county flood-
control district caused to his 434-acre residential and retail
development in Upland.  In November 2006, the county settled with
the developer's investor group, Colonies Partners LP, for $102
million.  The report says the settlement is now the focus of a
broad conspiracy and bribery case in which prosecutors allege
bribes were used to elicit the settlement in Colonies' favor.


USG CORP: Incurs $12 Million Net Loss in Fourth Quarter
-------------------------------------------------------
USG Corporation reported a net loss of $12 million on $815 million
of net sales for the three months ended Dec. 31, 2012, compared
with a net loss of $100 million on $726 million of net sales for
the same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $3.72 billion
in total assets, $3.70 billion in total liabilities and
$19 million in total stockholders' equity including noncontrolling
interest.

"Our wallboard results were the strongest we have seen in over
three years, and we achieved our fourth consecutive quarter of
positive adjusted operating profit," said James S. Metcalf,
Chairman, President and CEO.  "The results for Worldwide Ceilings
and L&W Supply show the commercial markets remain choppy, but we
continue to see signs of a housing recovery."

"While I am pleased with the progress on Our Plan to Win in 2012,
there is more work to be done," Metcalf said.  "Our focus remains
on achieving positive net earnings, and I look forward to
continued growth in 2013."

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

                        http://is.gd/25xAhF

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VANDERRA RESOURCES: RSI Bros. to Auction Furniture, Equipment
-------------------------------------------------------------
Vanderra Resources, LLC, obtained approval in January of its
expedited application to employ RSI Bros. Auctioneers as online
auctioneer to assist with liquidating the Debtor's furniture and
equipment located at 2525 Ridgmar Boulevard, Fort Worth, Texas and
all other remaining personal property.

The firm, among other things, will assist the Debtor in:

   a. conducting online public auctions of the Subject Property in
      two phases: the first phase by auctioning the bulk of the
      Subject Property, by year end, and the second phase by
      auctioning the remaining Subject Property, including any
      information technology of the Debtor, once the Debtor no
      longer needs to use the Headquarters;

   b. advertising the Subject Property, using direct mail, trade
      journals, and newspapers to attract the best possible buyers
      to auction; and

   c. posting an advertising brochure and "catalog of sale" of the
      Subject Property to RSI's website.

As compensation for its Services, RSI charges a buyer's premium of
15%.  No fee is charged directly to the Debtor.  RSI, however,
will seek the reimbursement of its actual and necessary expenses,
which it estimates will be $1,150.

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

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VAREL FUNDING: S&P Withdraws 'CCC+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'CCC+'
corporate credit rating and other ratings on Carrollton, Texas-
based Varel Funding LLC.  Varel is a provider of drill bit
applications to the oil and gas and mining and industrial
industries.

"We withdrew our ratings after all the rated debt at Varel Funding
LLC was repaid as part of a recapitalization," said Standard &
Poor's credit analyst Stephen Scovotti.

As part of the recapitalization, a new credit facility and
mezzanine facility was put in place at Varel International Energy
Services Inc.  Standard & Poor's will continue to rate Varel
International Energy Services Inc.


VELOCITY INTERNATIONAL: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Velocity International, Inc.
          aka Velocity Broadcasting
              Velocity World Media
        625 Liberty Avenue, 24th Floor
        Pittsburgh, PA 15222

Bankruptcy Case No.: 13-20557

Chapter 11 Petition Date: February 8, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
is available for free at http://bankrupt.com/misc/pawb13-20557.pdf

The petition was signed by Kaveri Subbarao, general counsel.


VI-JON INC: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Vi-Jon Inc., including its 'B' corporate credit rating,
based on the issuer's request.


VILLAGIO PARTNERS: Broker Represented Both Seller and Buyer
-----------------------------------------------------------
Compass Care Holdings, Ltd., debtor-affiliate of Villagio
Partners, Ltd., in December withdrew its motion for authority to
employ Colliers Appelt Womack, Inc. as broker, and a related
motion to assume an executory contract, without prejudice to
re-file.

On Oct. 25, 2012, Compass Care filed a motion seeking to employ
Colliers Appelt Womack, doing business as Colliers International,
to act as its real estate broker and assist in the marketing,
negotiation and sale of certain real property.

At the Dec. 3, 2012 hearing on the Motion, the Court expressed
concern over the conflict arising under the Bankruptcy Code with
the Broker representing both the Debtor-seller and the proposed
buyer.  Specifically, the Court inquired how the Broker could be
"disinterested" under 11 U.S.C. Sec. 327(a).

Compass Care requested additional time to provide a brief with
case authority addressing the Court's question.  But Compass Care
did not locate any case law directly addressing the Court's
concern.

Accordingly to resolve the Court's concern, Compass Care withdrew
the Motion.  The Debtor said it will file an amended motion to
employ Colliers, wherein Colliers will only represent the Debtor
in the potential sale of certain real property, and the
prospective buyer would no longer be represented by the broker or
any of its agents, on an intermediary basis or otherwise.

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VUZIX CORP: To Effect a 1-for-75 Reverse Common Stock Split
-----------------------------------------------------------
Vuzix Corporation received all the necessary regulatory approvals,
including the approval of the TSX Venture Exchange and the
Financial Industry Regulatory Authority to effectuate a reverse
split of its issued and outstanding common stock on a 1 to 75
basis.  The Split was previously approved at the special meeting
of the shareholders of the Company, held on Nov. 30, 2012.  The
Shares began trading on a split-adjusted basis on Feb. 6, 2013.
In accordance with FINRA's procedures for reverse stock splits,
Vuzix' ticker symbol on the OTCBB will be "VUZID" for a period of
20 business days beginning Feb. 6, 2013, after which time, the
symbol will revert back to "VUZI".  The Company's ticker symbol
will remain unchanged on the TSXV.  Any fractional shares
resulting from the Split will be rounded up to the nearest whole
post-split share.

Paul Travers, chief executive officer of Vuzix, said that, "We
believe the higher split-adjusted stock price will be in the best
interest of our shareholders by making it easier to effect
transactions in our stock, broaden our audience and shareholder
base and ultimately enhance our valuation as we move forward and
grow the Company.  While the Split did not change the market
capitalization of Vuzix, the higher share price is designed to
make it easier for shareholders to hold Vuzix stock in their
brokerage accounts and to appeal to major customers that look at
our share price when deciding to add us as a new supplier."

Vuzix shareholders who hold shares in brokerage accounts, also
known as holding the shares in "street name", will note that the
number of Vuzix shares are automatically adjusted to reflect the
number of shares as adjusted by the reverse stock split.
Shareholders of record who hold physical stock certificates will
receive letters of transmittal from the Vuzix' transfer agent,
Computershare, or they can call 781-575-2879 to get information on
exchanging their old stock certificates for new stock certificates
reflecting the adjusted number of shares as a result of the
reverse stock split.

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.50
million in total assets, $7.32 million in total liabilities and a
$4.82 million total stockholders' deficit.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


W.R. GRACE: Iridian Discloses 6% Stake in Grace Equity
------------------------------------------------------
In a January 31 regulatory filing with the U.S. Securities and
Exchange Commission, Iridian Asset Management LLC disclosed that
it beneficially owns 6% of the shares of common stock of W.R.
Grace & Co.

According to the filing, there were 75,313,364 shares of common
stock outstanding as of October 31, 2012.  Based on such
information, Iridian reports beneficial ownership of 4,515,563
shares of common stock, representing 6% of the common stock
outstanding.

Iridian is a Delaware company majority owned by Arovid Associates
LLC.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: Has $111.6 Million Net Loss in Fourth Quarter
---------------------------------------------------------
W.R. Grace & Co. announced a fourth quarter net loss of $111.6
million, or $1.48 per diluted share.  The loss was due to a $365.0
million non-cash charge recorded in the quarter to adjust the
company's asbestos-related liability as previously announced on
January 24, 2013.  Net income for the prior-year quarter was $58.1
million, or $0.77 per diluted share.  Adjusted EPS for the 2012
fourth quarter was $1.11 per diluted share compared with $0.89 per
diluted share for the prior-year quarter.

Net income for the full year ended December 31, 2012, was
$94.1 million, or $1.23 per diluted share, compared with
$269.4 million, or $3.57 per diluted share for the prior year.
Adjusted EPS for the full year was $4.17 per diluted share
compared with $3.94 per diluted share for the prior year.

"I am pleased with our strong finish to the year," stated Fred
Festa, Grace's Chairman and Chief Executive Officer.  "All three
operating segments demonstrated solid organic growth and strong
increases in operating earnings.  This performance, combined with
our disciplined expense control, allowed us to improve margins and
stay on track with our longer-term earnings goals."

                      Fourth Quarter Results

Fourth quarter sales of $797.8 million declined 3.4 percent
compared with the prior-year quarter as higher sales volumes (+5.7
percent) and improved base pricing (+2.1 percent) were offset by
lower rare earth surcharges (-9.2 percent) and unfavorable
currency translation (-2.0 percent).  Sales in emerging regions
represented 39.1 percent of sales and grew 16.1 percent compared
with the prior-year quarter.  Acquisitions, net of divestitures,
contributed $3.0 million (+0.4 percent) to sales in the quarter.

Gross profit of $300.3 million increased 4.3 percent compared with
the prior-year quarter.  Gross margin of 37.6 percent increased
270 basis points compared with the prior-year quarter, exceeding
the top-end of the company's target range of 35 to 37 percent.

Adjusted EBIT of $133.4 million increased 23.3 percent compared
with $108.2 million in the prior-year quarter.  The increase was
due to higher segment operating income in all three operating
segments and lower corporate expenses.  Adjusted EBIT margin
improved to 16.7 percent compared with 13.1 percent in the prior-
year quarter.

Adjusted EBIT Return On Invested Capital was 36.3 percent on a
trailing four-quarter basis, compared with 35.4 percent for the
prior year.  The increase in Adjusted EBIT Return On Invested
Capital primarily was due to higher earnings and improved working
capital.

                        Full Year Results

Sales for the full year ended December 31, 2012, decreased 1.8
percent to $3.16 billion as improved base pricing (+4.1 percent)
and higher sales volumes (+2.9 percent) were offset by lower rare
earth surcharges (-5.3 percent) and unfavorable currency
translation (-3.5 percent).  Sales in emerging regions represented
37.0 percent of sales and grew 15.2 percent compared with the
prior year.

Gross profit of $1.17 billion increased 0.4 percent compared with
the prior year.  Gross margin of 37.0 percent increased 80 basis
points compared with the prior year.

Adjusted EBIT was $517.4 million, an increase of 8.1 percent
compared with the prior year.  The improvement in Adjusted EBIT
was due to improved pricing, higher sales volumes and lower
expenses.

                      Catalysts Technologies

Sales down 10.7 percent; segment operating income up 5.9 percent

Fourth quarter sales for the Catalysts Technologies operating
segment, which includes specialty catalysts and additives for
refinery, plastics and other chemical process applications, were
$328.3 million, a decrease of 10.7 percent compared with the
prior-year quarter.  The decrease was due to lower rare earth
surcharges (-20.6 percent) and unfavorable currency translation (-
1.8 percent), which more than offset increased sales volumes (+8.0
percent) and improved base pricing (+3.7 percent).

Sales volumes and base pricing of FCC catalysts increased
approximately 12 percent compared with the prior-year quarter.
Double-digit percentage increases in polypropylene catalyst sales
offset lower polyethylene catalyst sales.

Segment gross margin was 41.0 percent compared with 38.0 percent
in the prior-year quarter.  The increase in gross margin primarily
was due to improved base pricing and lower unit manufacturing
costs resulting from increased operating leverage and productivity
initiatives.

Segment operating income was $102.6 million compared with
$96.9 million in the prior-year quarter.  Segment operating margin
was 31.3 percent, an increase of 490 basis points compared with
the prior-year quarter.

                      Materials Technologies

Sales up 2.7 percent; segment operating income up 20.3 percent.

Fourth quarter sales for the Materials Technologies operating
segment, which includes packaging technologies and engineered
materials for consumer, industrial, coatings and pharmaceutical
applications, were $210.1 million compared with $204.5 million in
the prior-year quarter.  The 2.7 percent increase was due to
higher sales volumes (+5.0 percent) and improved pricing (+0.9
percent) which more than offset unfavorable currency translation
(-3.2 percent).

Sales in emerging regions, which represented 43.1 percent of
sales, grew 6.8 percent largely due to strong sales in developing
Asian countries, including China.

Segment gross margin was 34.3 percent compared with 31.9 percent
in the prior-year quarter.  The increase in gross margin was due
to increased operating leverage and lower manufacturing costs.

Segment operating income was $39.7 million, an increase of 20.3
percent compared with the prior-year quarter.  Segment operating
margin was 18.9 percent, an increase of 280 basis points compared
with the prior-year quarter.

                      Construction Products

Sales up 2.3 percent; segment operating income up 53.3 percent

Fourth quarter sales for the Construction Products operating
segment, which includes specialty construction chemicals and
specialty building materials used in commercial, infrastructure
and residential construction, were $259.4 million, an increase of
2.3 percent compared with the prior-year quarter.  Higher sales
volumes (+2.8 percent) and improved pricing (+0.8 percent) were
offset partially by unfavorable currency translation (-1.3
percent).  The acquisition of Rheoset Industria during the third
quarter contributed $7.9 million to sales, which more than offset
a $4.9 million decrease in sales due to the 2011 divesture of the
vermiculite business.

Sales of Construction Products in emerging regions, which
represented 37.0 percent of sales, increased 20.3 percent compared
with the prior-year quarter due to strong sales in Latin America,
the Middle East and emerging Asia.  Sales in North America, which
represented 38.6 percent of sales, decreased 4.1 percent due to
lower sales of specialty building materials, primarily residential
reroofing products.  Sales of specialty construction chemicals in
North America increased approximately 9 percent.  Sales in Western
Europe, which represented 13.6 percent of sales, decreased 17.6
percent compared with the prior-year quarter due to unfavorable
currency translation and the continuing weak construction
environment.

Segment gross margin of 36.1 percent increased 340 basis points
compared with the prior-year quarter primarily due to improved raw
material cost recovery, operating leverage and a favorable sales
mix comparison between the acquired and divested businesses.

Segment operating income of $32.5 million increased 53.3 percent
compared with the prior-year quarter primarily due to improved
gross margin.  Segment operating margin improved to 12.5 percent,
an increase of 410 basis points compared with the prior-year
quarter.

                          Other Expenses

Total corporate expenses of $23.4 million decreased 13.3 percent
compared with the prior-year quarter, due to cost reduction
initiatives in 2012 and legal and licensing costs in the prior-
year quarter.

Defined benefit pension expense for the fourth quarter was
$18.0 million compared with $15.9 million for the prior-year
quarter.  The 13.2 percent increase primarily was due to year-
over-year changes in actuarial assumptions including lower
discount rates and a lower expected long-term rate of return on
plan assets.

Interest expense was $12.4 million for the fourth quarter compared
with $10.8 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
fourth quarter was 3.6 percent.

                           Income Taxes

Grace recorded a tax benefit of $139.3 million in the fourth
quarter, reflecting a $135.3 million tax benefit from the
$365.0 million asbestos-related charge and a $44.0 million tax
benefit resulting from the release of valuation allowances on
state deferred tax assets.

                            Cash Flow

Net cash provided by operating activities for the year ended
December 31, 2012, was $453.6 million compared with $219.4 million
in the prior year.  The improved cash flow was due to reduced
working capital requirements and lower pension contributions.

Adjusted Free Cash Flow was $421.2 million for the year ended
December 31, 2012, compared with $278.4 million in the prior year.

                           2013 Outlook

As of February 6, 2013, Grace expects 2013 Adjusted EBIT to be in
the range of $560 million to $580 million, an increase of 8 to 12
percent compared with 2012 Adjusted EBIT of $517.4 million.  The
company expects 2013 Adjusted EBITDA to be in the range of
$685 million to $705 million.

The following assumptions are components of Grace's 2013 outlook:

     -- Consolidated sales in the range of $3.2-$3.3 billion with
organic growth of 6-8 percent offset by headwinds of
approximately $120 million due to lower rare earth- related
pricing and unfavorable currency;

     -- Gross margin in the range of 36-38 percent;

     -- Adjusted EBIT margin improvement of approximately 100
basis points;

     -- Capital expenditures in the range of $180-200 million;

     -- Adjusted Free Cash Flow greater than $400 million;

     -- A book effective tax rate of 34.0 percent and a cash tax
rate of 14.0 percent; and

     -- Diluted shares outstanding at year end of approximately
78 million.

Although Grace adjusted the recorded value of its asbestos-
related liability in the 2012 fourth quarter, the ultimate cost
of settling this liability will be based on the value of the
consideration transferred to the asbestos trusts at emergence and
may vary from the current estimate.  Therefore, Grace is unable
to make a final estimate of the income effects of the consummation
of the Joint Plan of Reorganization.  When the Joint Plan is
consummated, Grace expects to reduce its liabilities subject to
compromise, including asbestos-related contingencies, recognize
the value of the deferred payments and the warrant and recognize
expense for the costs of consummating the Joint Plan and the
income tax effects of these items.

                      Chapter 11 Proceedings

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan.  On January 31, 2012, the United
States District Court issued an order affirming the Joint Plan,
which was reaffirmed on June 11, 2012 following a motion for
reconsideration.  Five parties have appeals pending before the
Third Circuit Court of Appeals.

The timing of Grace's emergence from Chapter 11 will depend on the
satisfaction or waiver of the remaining conditions set forth in
the Joint Plan.  The Joint Plan sets forth how all pre-petition
claims and demands against Grace will be resolved.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


WEST CORP: S&P Affirms 'B+' CCR; Rates Two Secured Loans 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings,
including the 'B+' corporate credit rating, on Omaha, Neb.-based
business process outsourcer West Corp.  The rating outlook is
stable.

At the same time, S&P assigned the company's proposed secured term
loans due 2016 and 2018 an issue-level rating of 'B+' (the same as
the 'B+' corporate credit rating on the company), with a recovery
rating of '3', indicating S&P's expectation for meaningful (50% to
70%) recovery for the bondholders in the event of a payment
default.

"The rating on West Corp. reflects S&P's expectation that leverage
will remain high, in the 5x to 6x area over the intermediate term,
as the company continues its acquisition-oriented growth
strategy," said Standard & Poor's credit analyst Daniel Haines.

This expectation underscores S&P's assessment of West Corp.'s
financial risk profile as "highly leveraged" (based on S&P's
criteria).  West has been an active acquirer of automated services
companies as it seeks to expand its presence in higher-margin
areas.  S&P views West's business risk profile as "fair," based on
its good EBITDA margin and revenue stability.  S&P believes these
dynamics will result in West achieving low- to mid-single-digit
percentage revenue and EBITDA growth, on average, over the
intermediate term, with slightly lower leverage.

West Corp. is a business process outsourcer of conferencing
services, public safety services, automated alerts, notifications
services, and agent-based and automated call center services, with
operations in the U.S., the U.K., and many other countries.  The
company has a good EBITDA margin and competitive position in the
fragmented, highly competitive market for communication services.
West competes against larger peers with significant offshore
operations, and often against clients' in-house staff.  The market
for conferencing services also is competitive, despite higher
margins.  West constantly strives to increase call volume and
reduce costs to offset steadily declining pricing.  This trade-off
will likely hurt its EBITDA margin over time.  Nonetheless, S&P
believes longer-term trends generally will continue to favor
outsourcers such as West, as companies continue outsourcing
noncore functions to extract operating efficiencies.

Under S&P's base-case scenario, it expects modest revenue and
EBITDA growth in 2013, reflecting growth in conferencing minutes
and acquisitions, and also ongoing declines in conference-minute
rates.  S&P expects a slight EBITDA margin deterioration from
continuous pricing pressure and strong growth in its lower-margin
business.


WPCS INTERNATIONAL: Hudson Bay Discloses 9.9% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hudson Bay Capital Management, L.P., and Sander Gerber
disclosed that, as of Dec. 31, 2012, they beneficially own:

  * $1,358,000 principal amount of 4% Senior Secured Convertible
    Notes due June, 05, 2014, convertible into 3,604 shares of
    common stock; and

  * Warrants to purchase up to 5,404,061 shares of common stock,
    which expire on Feb., 18, 2016, of WPCS International
    Incorporated representing 9.99% of the shares outstanding.

A copy of the filing is available for free at:

                        http://is.gd/uuiLj8

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.

The Company's balance sheet at Oct. 31, 2012, showed $21.47
million in total assets, $14.69 million in total liabilities and
$6.78 million in total equity.

"At October 31, 2012, the Company had cash and cash equivalents of
$921,206 and working capital of $1,265,636, which consisted of
current assets of $15,897,614 and current liabilities of
$14,631,978, and on December 4, 2012, repaid the existing loan
with Sovereign.  However, the Company's outstanding obligations
under the Zurich Agreement and Indemnity Agreement raise
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's Form 10-Q for the
period ended Oct. 31, 2012.


XZERES CORP: Amends Periodic Reports to Comply with Regulation
--------------------------------------------------------------
Xzeres Corp. filed with the U.S. Securities and Exchange
Commission an amendment to its annual report on Form 10-K/A to
incorporate the revised disclosures the Company made in its Form
10-K for the year ended Feb. 29, 2012, as amended, in order to
more fully comply with Item 308 of Regulation S-K.  A copy of the
amended Form 10-K is available at http://is.gd/P1eZO7

Separately, the Company filed an amendment to its quarterly report
on Form 10-Q for the period ended Nov. 30, 2012, to more fully
comply with Item 308 of Regulation S-K.  A copy of the amended
Form 10-Q is available for free at http://is.gd/Wk1JFr

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


ZACKY FARMS: Family Trust Still Vying to Buy Assets
---------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a family
trust says it's prepared to outbid a $32.1 million offer to
purchase the assets of poultry producer Zacky Farms out of
bankruptcy.

In papers filed with the U.S. Bankruptcy Court in Sacramento,
Calif., the Robert D. and Lillian D. Zacky Trust said it would
increase its offer to provide another $500,000 to the company's
unsecured creditors.

                         About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.

Bankruptcy Judge Thomas Holman presides over the case.  The
petition was signed by Keith F. Cooper, the Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Buyer Cries Foul over Sale of Turkey Inventory
-----------------------------------------------------------
P.J. Huffstutter, writing for Reuters, reported that attorneys for
the buyer of bankrupt Zacky Farms LLC filed papers with the U.S.
District Bankruptcy Court in Sacramento claiming Zacky Farms has
sped up the sale and delivery of more than $1 million worth of
whole turkey inventory to Stater Bros. Markets, a private grocery
retailer based in Southern California.

According to the report, the sale of the inventory had been
originally scheduled from January 30 through March 8.  Instead,
"Zacky revised the delivery schedules to deliver five or six loads
a day" so all of the meat would be delivered to the retailer weeks
before the bankruptcy court's expected approval of the sale of
Zacky Farms, attorneys for Pitman Family Farms said.

Reuters said Pitman Family's agreement to buy Zacky Farms out of
Chapter 11 bankruptcy was based on Pitman having access to that
inventory of frozen birds "to help offset losses that will be
incurred after the approved sale," according to the court papers.
Pitman's attorneys are asking the court that it escrow the
proceeds from the "objectionable sale of these assets" for the
time being, Reuters added, citing court filings.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.

Bankruptcy Judge Thomas Holman presides over the case.  The
petition was signed by Keith F. Cooper, the Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZOGENIX INC: Arda Minocherhomjee Quits From Board of Directors
--------------------------------------------------------------
Arda M. Minocherhomjee, Ph.D., resigned from the Board of
Directors of Zogenix, Inc.  Dr. Minocherhomjee's decision to
resign from the Board did not result from any disagreement with
the Company concerning any matter relating to its operations,
policies or practices.  In connection with this resignation,
pursuant to the bylaws of the Company, the Board voted to decrease
the size of the Board from nine to eight members.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


* Debtor Also May File Suit for Chapter 13 Estate
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lower courts under the U.S. Court of Appeals for the
Sixth Circuit in Cincinnati are divided on the question of whether
a Chapter 13 trustee alone has standing to file a lawsuit on
behalf of the estate.

According to the report, U.S. District Judge Michael W. Watson in
Columbus, Ohio, sided with the five circuit courts to address the
issue and held that the bankrupt has standing to sue as well as
the trustee.

Watson denied a motion to dismiss a suit brought by the Chapter 13
bankrupt. He conditioned denial on a commitment by the debtor that
she would turn proceeds of the lawsuit over to the trustee for
creditors under her confirmed plan.

The case is Boddie v. PNC Bank NA, 12-cv-158, U.S. District Court,
Southern District of Ohio (Columbus).


* Rule 60(b) Allows Moving Effective Date of Rejection
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that making rejection of a lease retroactive to the filing
date was a mistake the bankruptcy judge could correct under
Fed.R.Civ.P. Rule 60(b), U.S. District Judge R. Brooke Jackson in
Denver ruled on Feb. 4.

The report recounts that before a Chapter 11 filing, the bankrupt
company vacated real property and surrendered possession. About
two months after filing, the company filed a motion to reject the
lease as of the Chapter 11 filing date.  The landlord didn't
oppose, and the bankruptcy judge signed an order making rejection
effective as of the filing date.  The landlord later objected,
contending it was entitled to an administrative claim covering the
period between the filing date and the date of the order
authorizing rejection. The bankruptcy judge agreed.

The report relates that on appeal, Judge Jackson held that the
bankruptcy judge had power under Rule 60(b) to modify the prior
order because he hadn't noticed that the debtor didn't give facts
to support extraordinary relief making rejection effective as of
the filing date.

Mr. Rochelle says that the opinion by Jackson is a tour de force
in making sense out of a tangled record where the landlord's
lawyer wasn't up to snuff.

The case is Epic Energy Resources Inc. v. Terrance Point
Partnership LLC, 12-01046, U.S. District Court, District of
Colorado (Denver).


* 5th Cir. Says State Court Finding on Status of Debt Final
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that once a state court decides that a debt relates to
marital property and not to a contractual claim, the bankruptcy
court can't recharacterize the obligation, under an opinion by the
U.S. Court of Appeals in New Orleans.

The report recounts that a woman made a loan to a man before they
married to help finance his business.  After they divorced, the
matrimonial court held the man liable to repay the debt as part of
an obligation to provide support or maintenance.  When the man
filed bankruptcy, the former wife prevailed on the bankruptcy
judge to declare that the debt wasn't discharged because it was a
support obligation exempted from discharge under Section
523(a)(15) of the Bankruptcy Code.  The husband appealed, arguing
that the obligation was a commercial debt not eligible for
exception from discharge.

According to the report, Circuit Judge Jennifer W. Elrod
disagreed.  Judge Elrod said it was up to the state matrimonial
court to determine the nature of the obligation. Once the state
court said it was in the nature of support, the bankruptcy court
wasn't in a position to rule otherwise.

The report notes that of significance in states with the concept
of community property, Judge Elrod said it didn't matter for
bankruptcy purposes whether the property in question was or wasn't
community.

The opinion doesn't include analysis of case law saying that a
bankruptcy court has the ability to decide whether an obligation
among former spouses is support, which isn't discharged, or
division of marital property, which is.

The case is Kinkade v. Kinkade, 12-30525, 5th U.S. Circuit Court
of Appeals (New Orleans).


* Solar Panel Oversupply Has Long-Term Benefit, Resnick Says
------------------------------------------------------------
The current oversupply of solar modules which is putting
tremendous pressure on the industry and its financial backers has
led to a generally negative view of the solar industry.  However,
according to Dr. Harry A. Atwater, Director of the Resnick
Sustainability Institute at Caltech, while the current oversupply
of silicon solar panels is painful in the short term, it is a boon
for long term adoption of solar energy.  This viewpoint was shared
during this week's VX 2013 Conference in Los Angeles.

"There has never been a better time to go 'long' on innovative
solar technology," said Mr. Atwater, who is also the Howard Hughes
Professor and Professor of Applied Physics and Materials Science
at the California Institute of Technology.  "If we invest now, by
the time the industry recovers from today's oversupply crisis,
very advanced innovations will have emerged that can fuel the next
wave of solar technology.  These will build on the momentum
created by the current phase of the market and dramatically expand
the usefulness and adoption of solar."

Mr. Atwater explained how the market got into its current state
and how this is, in fact, a good thing.  Since 2000, photovoltaics
(PV or solar power) has grown up from a 'boutique' research-and-
development scale enterprise to become a global industry with a
comprehensive supply chain, equipment industry, photovoltaic
systems distribution and installation businesses, and new modes
for project finance.  In the last three years, this has led to PV
manufacturing capacity continuing to rocket forward.  Today it
stands at a worldwide module production capacity of 60 GW
(Gigawatts) peak.

The problem for manufacturers is that in 2012 there was worldwide
demand for only 35 GW of modules and 2013 demand is currently
forecast in the 40 GW range. So right now, the industry is
'underwater.'  This has given rise to dramatic, unexpected module
price reductions over the past 24 months and has caused
dislocation in the photovoltaics manufacturing industry: the
oversupply quandary has generated bankruptcies of less-competitive
manufacturers and those short of the cash needed to sustain
operations through the oversupply period.

But, ironically, this dislocation has been great for consumers; it
is now a great time for them to purchase, install, and use solar
power - which means that solar power is gaining a meaningful role
in the market.

"This period in the history of the solar market is like the
'dotcom bubble'," said Mr. Atwater.  "During that era, there was a
lot of financial and entrepreneurial pain, but vast amounts of
infrastructure, market exposure and adoption occurred which
catalyzed today's dramatic growth in worldwide use of the Web.  We
believe the same is true of solar."

Therefore, while there has been a dramatic pullback of private
equity and venture capital investment in innovative solar
technologies, those who go long on solar now -- supporting the
innovations that are currently underway -- will benefit greatly.

                New Solar Innovations are Emerging

In addition to his role as head of the Resnick Sustainability
Institute and professorship at Caltech, Mr. Atwater leads a
project that recently received a $2.4 million grant from the U.S.
Advanced Research Projects Agency for Energy (ARPA-E) to set the
groundwork for solar modules in the 50+ percent efficiency range.
Mr. Atwater is also a co-founder of Alta Devices, which uses
gallium arsenide to enable the world's most efficient thin film
solar and has the potential to completely change the way solar
energy is used.  Mr. Atwater's other work in solar includes:
discovery of materials that are both readily available from the
earth and enable highly efficient solar energy; and design of
nanomaterials that, when distributed over large areas, can
increase light capture to significantly change the cost and
efficiency of solar.

            About The Resnick Sustainability Institute

The Resnick Institute -- http://resnick.caltech.edu-- is
Caltech's studio focused on the breakthroughs that will change the
balance of the world's sustainability.  It marries bold creativity
and deep scientific knowledge by encouraging original thinking and
orthogonal ideas.  The Resnick Institute works with some of the
world's top and emerging scientists - at the California Institute
of Technology and beyond.  Current projects at the Resnick
Institute include research into energy generation, such as
advanced photovoltaics, photoelectrochemical solar fuels,
cellulosic biofuels, and wind energy system design; energy
conversion work on batteries and fuel cells; and energy efficiency
and management such as fuel efficient vehicles, green chemical
synthesis, thermoelectric materials, and advanced research on
electrical grid control and distribution.


* 2013 Debt Maturities of $21-Bil. Grow to $258-Bil. in 2017
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that according to a report from Moody's Investors Service, the
ability of financially weak companies to refinance maturing debt
has left junk-rated companies with only $21 billion in bonds and
bank debt maturing this year.

Maturing junk debt of non-financial companies climbs to $79
billion in 2015 and reaches a peak of $258 billion in 2017,
Moody's said.

Accommodating bond markets have been moving the so-called debt
maturity wall steadily into the future. This time last year, $246
billion in maturities were to occur in 2016. The ability to
refinance near-term maturities means that the peak was pushed out
one year to 2017.

Companies most likely to go bankrupt in the near term are those
with the lowest credit ratings. Among businesses with Moody's
ratings of B3 or lower, the combined debt is $14 billion maturing
this year and next.


* Junk Bond Default Rates Decline Again in January
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that according to a report Feb. 7 from Moody's Investors Service,
bond markets seemingly unafraid of lending to weak credits
contributed to another decline in the junk-bond default rate.

In January, worldwide junk defaults declined to 2.5% from 2.6% in
December.  There were four defaults last month, compared with
eight in January 2012.

In the U.S., the junk default rate contracted to 3% from 3.3% in
December. One year ago, the default rate was actually lower, 2.3%.
Moody's projects that the worldwide junk-bond default rate will
decline further to 2.7% by the end of 2013.  Moody's is also
predicting a 2.7% junk default rate in the U.S. at year's end.
The junk-bond default rate averaged 4.8% since 1983, Moody's says.
The peak for defaults was 14% in 2009.


* Libor Accords Leave Banks Facing "Massive" State Claims
---------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that a
multistate probe of alleged manipulation of interest rates
threatens to leave banks liable for billions of dollars in
estimated state and local losses from the scandal, even as they
settle with national regulators.

New York Attorney General Eric Schneiderman is helping lead a
probe into claims that banks rigged global benchmarks for
borrowing, adding to investigations by other authorities,
including the U.S. Justice Department, according to Bloomberg.
Royal Bank of Scotland Group Plc agreed yesterday to pay about
$612 million to U.S. and U.K. regulators to resolve their claims.

Bloomberg related that the London interbank offered rate is the
basis for more than $300 trillion of securities and the banks that
set the rate stand accused of rigging it for years to boost
profits. Five years after alarm bells first sounded, regulators
are handing out fines and criminal sanctions to those responsible
for rate manipulation, Bloomberg noted.

"The damage to public entities is a matter of great concern to
state and local governments," Schneiderman said in an interview
with Bloomberg. "These were allegations of really despicable
conduct." More than 12 states are participating in the probe,
according to a person familiar with the matter who requested
anonymity because he isn't authorized to speak publicly.

States have joined forces as banks reach settlements to resolve
liability tied to Libor, or the London interbank offered rate,
according to Bloomberg. Barclays Plc in June agreed to pay 290
million pounds ($454 million), and in December, UBS AG agreed to
pay 1.4 billion Swiss francs ($1.5 billion).

By acting together, state attorneys general can amass potentially
large claims against banks and gain leverage in any settlement
negotiations, Stephen Houck, an attorney at Menaker & Herrmann LLP
and a former chief of the New York attorney general's antitrust
bureau, told Bloomberg. Antitrust law allows states to seek triple
damages.


* Elizabeth Warren Not Ready to Back Down on U.S. Consumer Bureau
-----------------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that
despite last month's ruling on recess appointments that casted
doubt over the legality of the U.S. consumer bureau and its
director, Senator Elizabeth Warren, the agency's most ardent
champion, said she is not yet ready to trim its powers in return
for its survival although she didn't rule any option in or out.

"A strong independent consumer agency is good for families and
lenders that follow the rules and good for the economy as a
whole," Warren said yesterday in an interview with Bloomberg. "I
will keep fighting for that."

Bloomberg related that Warren, 63, who has styled herself as an
anti-Wall Street crusader, was passed over to be the first
director of the Consumer Financial Protection Bureau even though
she conceived it as a Harvard University professor and organized
it as a White House adviser. After that defeat, Warren ran for
Senate from Massachusetts and won.  Now, just a few weeks into her
new job, she finds herself making the case for the agency all over
again -- this time as a senator with a vote on the crucial Banking
Committee, Bloomberg pointed out.


* State Lawsuits Could Add to S&P Foreclosure
---------------------------------------------
Jeannette Neumann, writing for The Wall Street Journal, reported
that Standard & Poor's Ratings Services could face a much higher
legal bill than the $5 billion sought by the federal government as
more and more states join the battle against the credit-ratings
firm.

WSJ noted that 13 states and the District of Columbia have
followed in the Justice Department's footsteps, filing separate
lawsuits against S&P on Tuesday. The California attorney general
alone is suing S&P for about $4 billion to recover funds for two
of the country's largest public pension funds, according to its
lawsuit.  Other states, such as Colorado and Arkansas, are
demanding S&P give back the revenue it earned on precrisis ratings
of hundreds of securities, the report added.

To recall, the Justice Department sued S&P for allegedly causing
some banks and credit unions to lose $5 billion after relying on
the company's ratings of mortgage-linked securities. However, the
$5 billion claim, which S&P has dismissed as "meritless," is only
part of the legal battle being fought by the world's largest
credit-ratings firm by number of deals rated.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-      Total
                                  Total      Holders'   Working
                                 Assets       Equity    Capital
  Company           Ticker         ($MM)        ($MM)      ($MM)
  -------           ------       ------       ------    -------
ABSOLUTE SOFTWRE    ABT CN        128.8         (7.2)       2.7
ACELRX PHARMA       ACRX US        28.2         (0.3)      13.1
AK STEEL HLDG       AKS US      3,903.1        (91.0)     630.3
AMC NETWORKS-A      AMCX US     2,152.9       (915.4)     505.9
AMER AXLE & MFG     AXL US      2,866.0       (120.8)     271.3
AMER RESTAUR-LP     ICTPU US       33.5         (4.0)      (6.2)
AMERISTAR CASINO    ASCA US     2,096.6        (25.6)     (26.5)
AMYLIN PHARMACEU    AMLN US     1,998.7        (42.4)     263.0
ARRAY BIOPHARMA     ARRY US       128.4        (31.7)      64.0
AUTOZONE INC        AZO US      6,398.0     (1,591.4)    (682.2)
BERRY PLASTICS G    BERY US     5,050.0       (313.0)     482.0
BLUELINX HOLDING    BXC US        595.4         (1.6)     264.0
CABLEVISION SY-A    CVC US      7,285.3     (5,730.1)     (85.3)
CAPMARK FINANCIA    CPMK US    20,085.1       (933.1)       -
CENTENNIAL COMM     CYCL US     1,480.9       (925.9)     (52.1)
CHOICE HOTELS       CHH US        483.1       (569.4)       7.5
CIENA CORP          CIEN US     1,881.1        (89.0)     730.7
CINCINNATI BELL     CBB US      2,752.3       (684.6)     (68.2)
COMVERSE INC        CNSI US       823.2        (28.4)     (48.9)
DELTA AIR LI        DAL US     44,352.0        (48.0)  (5,061.0)
DIRECTV             DTV US     20,353.0     (4,735.0)     953.0
DOMINO'S PIZZA      DPZ US        441.0     (1,345.5)      74.0
DUN & BRADSTREET    DNB US      1,821.6       (765.7)    (615.8)
DYNEGY INC          DYN US      5,971.0     (1,150.0)   1,364.0
EXONE CO/THE        XONE US        27.4         (0.7)      (7.3)
FAIRPOINT COMMUN    FRP US      1,798.0       (220.7)      31.1
FERRELLGAS-LP       FGP US      1,429.0        (69.6)     (70.7)
FIESTA RESTAURAN    FRGI US       289.7          6.6      (13.1)
FIFTH & PACIFIC     FNP US        843.4       (192.2)      33.5
FREESCALE SEMICO    FSL US      3,171.0     (4,531.0)   1,186.0
GENCORP INC         GY US         908.1       (164.3)      48.1
GLG PARTNERS INC    GLG US        400.0       (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0       (285.6)     156.9
GRAHAM PACKAGING    GRM US      2,947.5       (520.8)     298.5
GRAMERCY CAPITAL    GKK US      2,236.3       (293.1)       -
HCA HOLDINGS INC    HCA US     28,075.0     (8,341.0)   1,591.0
HOVNANIAN ENT-A     HOV US      1,684.2       (485.3)     870.1
HOVNANIAN ENT-B     HOVVB US    1,684.2       (485.3)     870.1
HUGHES TELEMATIC    HUTC US       110.2       (101.6)    (113.8)
HUGHES TELEMATIC    HUTCU US      110.2       (101.6)    (113.8)
INCYTE CORP         INCY US       296.5       (220.0)     141.1
INFOR US INC        LWSN US     5,846.1       (480.0)    (306.6)
IPCS INC            IPCS US       559.2        (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7        (64.8)       2.2
JUST ENERGY GROU    JE US       1,510.8       (273.1)    (287.1)
JUST ENERGY GROU    JE CN       1,510.8       (273.1)    (287.1)
LEHIGH GAS PARTN    LGP US        303.2        (38.1)     (18.9)
LIMITED BRANDS      LTD US      6,427.0       (515.0)     973.0
LIN TV CORP-CL A    TVL US        864.4        (35.0)      67.2
LORILLARD INC       LO US       3,424.0     (1,564.0)   1,364.0
MARRIOTT INTL-A     MAR US      5,865.0     (1,296.0)  (1,532.0)
MERITOR INC         MTOR US     2,341.0     (1,011.0)     224.0
MONEYGRAM INTERN    MGI US      5,150.6       (161.4)     (35.5)
MORGANS HOTEL GR    MHGC US       577.0       (125.2)      (8.7)
MPG OFFICE TRUST    MPG US      1,867.2       (729.2)       -
NATIONAL CINEMED    NCMI US       828.0       (347.7)     107.6
NAVISTAR INTL       NAV US      9,102.0     (3,260.0)   1,484.0
NEXSTAR BROADC-A    NXST US       611.4       (160.3)      35.1
NPS PHARM INC       NPSP US       165.5        (46.7)     121.9
NYMOX PHARMACEUT    NYMX US         2.1         (7.7)      (1.6)
ODYSSEY MARINE      OMEX US        33.6        (22.2)     (25.4)
ORGANOVO HOLDING    ONVO US         9.0        (27.4)       7.3
PALM INC            PALM US     1,007.2         (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       249.9       (115.5)     170.6
PEER REVIEW MEDI    PRVW US         2.1         (3.4)      (4.0)
PHILIP MORRIS IN    PM US      37,670.0     (1,853.0)    (426.0)
PLAYBOY ENTERP-A    PLA/A US      165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8        (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0        (91.7)       3.6
PROTECTION ONE      PONE US       562.9        (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       513.1        (19.7)      62.0
REALOGY HOLDINGS    RLGY US     7,351.0     (1,742.0)    (484.0)
REGAL ENTERTAI-A    RGC US      2,198.1       (552.4)      77.4
REGULUS THERAPEU    RGLS US        40.7         (8.5)      21.0
RENAISSANCE LEA     RLRN US        57.0        (28.2)     (31.4)
REVLON INC-A        REV US      1,236.6       (649.3)      88.1
RLJ ACQUISITI-UT    RLJAU US        0.0         (0.0)      (0.0)
RURAL/METRO CORP    RURL US       303.7        (92.1)      72.4
SALLY BEAUTY HOL    SBH US      1,969.9       (157.2)     637.4
SAREPTA THERAPEU    SRPT US        53.1         (4.6)     (13.0)
SHUTTERSTOCK INC    SSTK US        46.7        (29.9)     (32.9)
SINCLAIR BROAD-A    SBGI US     2,245.5        (52.4)     (14.1)
TAUBMAN CENTERS     TCO US      3,152.7        (86.1)       -
TESLA MOTORS        TSLA US       809.2        (27.9)    (101.3)
TESORO LOGISTICS    TLLP US       291.3        (78.5)      50.7
THERAPEUTICS MD     TXMD US         3.5         (4.3)      (1.1)
THRESHOLD PHARMA    THLD US        86.2        (44.1)      68.2
ULTRA PETROLEUM     UPL US      2,593.6       (109.6)    (266.6)
UNISYS CORP         UIS US      2,420.4     (1,588.7)     482.1
VECTOR GROUP LTD    VGR US        885.6       (102.9)     243.0
VERISIGN INC        VRSN US     2,100.5         (9.3)     986.5
VIRGIN MOBILE-A     VM US         307.4       (244.2)    (138.3)
VISKASE COS I       VKSC US       334.7         (3.4)     113.5
WEIGHT WATCHERS     WTW US      1,198.0     (1,720.4)    (273.7)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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