TCR_Public/130213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, February 13, 2013, Vol. 17, No. 43

                            Headlines

ADVANTAGE SALES: Moody's Rates Amended $300MM Term Loan 'Caa1'
AFI SERVICES: $1-Mil. Escrowed Fund Belongs to Bankruptcy Estate
AHERN RENTALS: Senior Noteholders File Plan
ALBERTSON'S LLC: S&P Assigns 'B' CCR; Rates $1.05BB Loan 'BB-'
ALLY FINANCIAL: U.S. Treasury Won't Rush Exit Amid ResCap Issues

ALLY FINANCIAL: Fitch Keeps LT Issuer Default Rating on Watch Neg
AMERICAN AIRLINES: Stands to Gain Vast Route Network in Merger
AMERICAN AXLE: Barrow Hanley Discloses 7.1% Equity Stake
APEX KATY: Consents to Dismissal of Chapter 11 Case
API TECHNOLOGIES: Enters Into $215 Million Credit Facilities

API TECHNOLOGIES: Douglas Topkis Discloses 7.4% Equity Stake
ARCAPITA BANK: Files Reorganization Plan with $185M Exit Financing
ARCHDIOCESE OF MILWAUKEE: Files 3rd Request to Pay Settlements
ARCHDIOCESE OF MILWAUKEE: To Suspend Payments to Professionals
ARROW ALUMINUM: Returns to Ch. 11; Has $125MM Claim Against Bank

ARROW ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC SOUTHERN: Knight Capital Discloses 6.3% Equity Stake
ATP OIL: Creditors Demand Trustee or Liquidation
AVANTAIR INC: Signs Settlement Agreement with SSF Investors
BAKERS FOOTWEAR: Hires A&G Realty Partners to Handle Liquidation

BEAZER HOMES: Dimensional Fund Equity Stake Down to 2.7%
BIOJECT MEDICAL: Posts $1.2-Million Net Loss in 2012
CCC ATLANTIC: U.S. Trustee Unable to Form Committee
CEREPLAST INC: Michael Okada Named Chief Financial Officer
CHRISTINE PERSAUD: Legal Malpractice Suit Dismissed for Now

COMARCO INC: Dimensional Ceased to Own Shares as of Dec. 31
COMARCO INC: T. Rowe Price Discloses 8.8% Equity Stake
COMMUNICATIONS CORP: S&P Withdraws Prelim 'B' Corp. Credit Rating
COMMUNITY CENTRAL: Knight Capital Discloses 11.3% Equity Stake
COMMUNITY FINANCIAL: Richard Jacinto Discloses 14.5% Equity Stake

COMMUNITY FINANCIAL: Amends Prospectus for 3 Million Shares
CONVERTED ORGANICS: Has $374,000 Purchase Pact with Investors
COOKE AQUACULTURE: S&P Withdraws 'B-' Corporate Credit Rating
COUNTRYWIDE FIN'L: Delaware Judge Slams Lawyers over BofA Suit
CPI CORP: Forbearance with Bank of America Expires Feb. 15

CUI GLOBAL: James Besser Discloses 6.4% Equity Stake
DCB FINANCIAL: M3 Funds Discloses 7.2% Equity Stake
DELPHI CORP: Moody's Rates New $800MM Sr. Unsecured Notes 'Ba1'
DELPHI AUTOMOTIVE: S&P Affirms 'BB+' CCR; Rates $800MM Notes 'BB+'
DENNY'S CORP: BlackRock Discloses 5.8% Equity Stake

DENNY'S CORP: Vanguard Group Discloses 5.7% Equity Stake
DEWEY & LEBOEUF: Inks Clawback Deal with Retired Partners
DEX ONE: March 13 Stockholder Meeting Set for Proposed Merger
DRYSHIPS INC: Launches Public Offering of Ocean Rig Shares
DVORKIN HOLDINGS: Marcus & Millichap to Sell Mixed Use Properties

DVORKIN HOLDINGS: Prudential Approved as Broker for Chicago Lot
DVORKIN HOLDINGS: Colliers to Broker Six Properties
DVORKIN HOLDINGS: Brown Commercial Hired to Sell 3 Properties
E*TRADE: S&P Revises Outlook to Developing; Affirms 'B-' ICR
EASTMAN KODAK: Seeks Approval to Revise Signet Agreement

ECOSPHERE TECHNOLOGIES: Dennis McGuire Holds 18.1% Equity Stake
ELPIDA MEMORY: Slams Creditors' Attempt to Undo $17.5M Deals
ENER1 INC: To Pay $4M to Settle Suit Over Failed Car Investment
FIBERTOWER CORP: Seeks to Sell Wireless Assets to Verizon
FPB BANCORP: Knight Capital Discloses 5.7% Equity Stake

FREDERICK'S OF HOLLYWOOD: Receives NYSE MKT Delisting Notice
FRIENDFINDER NETWORKS: Fails to Comply With Nasdaq Requirements
GRACE W. ENMON: Counsel Sanctioned for Bad Faith Filing
GRAY TELEVISION: Harvey Sandler Holds 6.3% of Class A Shares
GUIDED THERAPEUTICS: To Develop Cancer Detection Product

GRAY TELEVISION: Dimensional Fund Discloses 6% Equity Stake
HOLY TABERNACLE CHURCH: Court Confirms Plan With Some Changes
HORIZON LINES: Post Advisory Discloses 5.8% Equity Stake
HORIZON LINES: Dimensional Owns Less Than 1% of Common Shares
HOSTESS BRANDS: Bakers' Union Says It Held Talks with Bidders

INNER HARBOR: Bankr. Claims Halt Land Auction in $1.2B Md. Project
INTERGEN NV: S&P Cuts CCR to 'B' on Weak Cash Flow
IPREO HOLDINGS: S&P Raises Corp. Credit Rating to 'B+'
JEC CAPITAL: Ex-KIT Chairman Raises Concerns Over Sale Process
JACKSONVILLE BANCORP: CapGen, et al., to Resell 152MM Shares

LEE BRICK: Exclusive Solicitation Period Extended to March 15
LEE BRICK: Capital Bank Says Plan Prefers Equity Holders
LICHTIN/WADE: Court Rules on Adequate Protection Payments to ERGS
LON MORRIS: Judge Confirms Final Bankruptcy Plan
LPATH INC: Roaring Fork Discloses 4.8% Equity Stake

MACCO PROPERTIES: Snyder to Advance $20MM to Fund Price Exit Plan
MEG ENERGY: Moody's Rates $1-Bil. Loan 'Ba1', Affirms 'Ba1' CFR
MERISEL INC: Has $750,000 Purchase Agreement with Saints Capital
METRO FUEL: Lender's Guaranty Lawsuit Goes Back to State Court
MF GLOBAL: Fleishman Asks Court to Approve Late Filing of Claim

MITEL NETWORKS: Moody's Rates $240MM Debt 'B1', $80MM Debt 'Caa1'
MITEL NETWORKS: S&P Affirms 'B' CCR; Rates $200MM Term Loan 'B+'
NEIMAN MARCUS: Loan Re-pricing No Impact on Moody's 'B2' CFR
NEOMEDIA TECHNOLOGIES: Maturity of YA Global Loans Moved to 2014
NII HOLDINGS: S&P Cuts Sr. Notes Rating to 'CCC+' on $350MM Upsize

NORTEL NETWORKS: UK Retirees Seek Arbitration After Failed Talks
OCEANCONNECT LLC: Biofuel Scandal Pushes Firm into Bankruptcy
PEER REVIEW: Cancels 2011 Acquisition of A-1 Pipe
PHOENIX ASSOCIATES: Dismissal of Suit Against Founders Affirmed
PINNACLE AIRLINES: Inks Agreement to Protect Confidential Info

PROVIDENT FINANCING: Fitch Affirms 'BB+' Subordinate Loan Rating
QUANTUM CORP: Files Form 10-Q, Incurs $8.1MM Net Loss in 3rd Qtr.
RADIAN GROUP: Posts $1.77-Mil. Net Loss in Fourth Quarter
RADIOSHACK CORP: BlackRock Discloses 5.6% Equity Stake
RALPH ROBERTS: Joint Plan of Reorganization Confirmed

RESIDENTIAL CAPITAL: Ex-Judge Gonzalez Delays Report Until May
RESIDENTIAL CAPITAL: Has Deal to Pay $39.4MM to Freddie Mac
RESIDENTIAL CAPITAL: Court OKs Amendment to Ocwen Purchase Deal
REVEL ENTERTAINMENT: Turnaround Advisors Kirkland, Moelis On Board
RG STEEL: Sues Carmeuse to Recover Preferential Transfers

RHYTHM & HUES: Preparing for Tuesday Ch.11 Filing, Lawyer Says
RSI HOME: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable
SAN BERNARDINO, CA: Fails to Reach Deal with CalPERS on Time
SANDY CREEK: S&P Withdraws Rating on $735MM 1st Lien Secured Debt
SEARS HOLDINGS: SVP Drobny's Annual Salary Hiked to $700,000

SNO MOUNTAIN: Can Use DFM Realty Cash Collateral Until March 31
SPHERIS INC: Trustee Distributes Nearly $38MM to Creditors
SPORTSMAN'S WAREHOUSE: Lease Assumption Removes Contract Breach
STAFFORD RHODES: Can Use Cash Collateral Until March 2
SWISHER HYGIENE: Receives Toronto Stock Exchange Delisting Notice

TALON INTERNATIONAL: Mark Dyne Lowers Equity Stake to 4.8%
TALON INTERNATIONAL: Larry Dyne Hikes Equity Stake to 14.2%
TALON INTERNATIONAL: Lonnie Schnell Hikes Equity Stake to 15.4%
THELEN LLP: 3 More Ex-Partners Strike Clawback Deals
TRANSGENOMIC INC: Has Forbearance with Dogwood Until March 31

TRIUMPH GROUP: Moody's Rates New $350MM Sr. Unsecured Notes 'Ba3'
TRIUMPH GROUP: S&P Affirms 'BB' CCR; Rates $350MM Notes 'BB-'
UNITED SURGICAL: $150MM Debt Add-On No Impact on Moody's 'B2' CFR
UNITED WESTERN: U.S. Trustee Objects to Disclosure Statement
UNIVAR INC: Moody's Keeps CFR at 'B2' After $400MM Loan Increase

UNIVAR INC: S&P Assigns 'B+' Rating to $150MM Euro-Equivalent Loan
UNIVISION COMMUNICATIONS: Moody's Rates New $1.5BB Term Loan 'B2'
VIVARO CORP: Files Schedules of Assets and Liabilities
VIVARO CORP: Hires UHY Advisors as Accounting Providers
VIVARO CORP: SSG Capital Tapped as Exclusive Investment Banker

VIVARO CORP: CRO's Firm to Be Paid $225,000 Fixed Monthly Fee
WARNER MUSIC: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Neg
WEST CORP: Reports $125.5 Million Net Income in 2012
WEST CORP: Files Amendment No. 11 to Form S-1 Prospectus
YOSHI'S SAN FRANCISCO: Fillmore Wants Involuntary Case Dismissed

YRC WOLRDWIDE: Incurs $35.3 Million Net Loss in 2012

* Private Student Loan Debt to be Dischargeable in Bankruptcy
* ABA Backs Bankruptcy Court's Authority in Wake of Stern
* FAR Launches Campaign to Change Florida Alimony Laws

* Commercial Property in Manhattan Overvalued, Survey Shows
* Fitch Releases Report on U.S. Telecom Competitive Landscape
* Outlook for U.S. Healthcare Sector Remains Stable, Moody's Says
* Small Businesses Fuel Economic Recovery Amid Recession
* Solar Sector Shows Signs of Recovery, StockCall Says
* US Fixed Income Fund Managers Still See Value in Credit Markets

* Corporate Governance Better Today Than Before Great Recession
* Citigroup Urges Appeals Court to Approve SEC Settlement
* Moody's, S&P Said to Be Targets of Probe by N.Y. over 2008 Deal
* S&P Granted Top Grades to Doomed Lehman CDO as Downgrades Rose
* SEC Should Not Make Corporate Poison Pills More Deadly

* FCT & Aktiv Kapital Merge to Enhance Debt Management Services

* No Space for Partner Egos in Law Firm of the Future

* Upcoming Meetings, Conferences and Seminars



                            *********

ADVANTAGE SALES: Moody's Rates Amended $300MM Term Loan 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to Advantage Sales &
Marketing Inc. Moody's also assigned Ba3 ratings to the amended
first lien senior secured credit facilities, consisting of a $100
million revolving credit facility due 2015 and $908 million term
loan due 2017. Moody's assigned a Caa1 rating to the amended $300
million second lien senior secured term loan due 2018. The ratings
outlook is stable.

The company is seeking an amendment to the first and second lien
credit facilities that lowers pricing, replaces ongoing financial
maintenance covenants with a springing revolving credit facility
covenant, refinances $50 million of second lien term loan for
first lien term loan, and modifies certain of the baskets related
to incremental indebtedness.

The following ratings (LGD assessments) were assigned:

  Corporate family rating at B2

  Probability of default rating at B2-PD

  Amended $100 million first lien senior secured revolving credit
  facility due 2015 at Ba3(LGD3, 32%)

  Amended $908 million first lien senior secured term loan due
  2017 at Ba3(LGD3, 32%)

  Amended $300 million second lien senior secured term loan due
  2018 at Caa1 (LGD5, 82%)

Ratings Rationale

The B2 corporate family rating reflects ASM's high leverage with
debt to EBITDA expected to approach 5.5 times and EBITDA less
capex to interest expected in the low-end of the 2.0 times range
over the next 12 to 18 months, modest free cash flow generation,
some customer concentration, ongoing acquisition risk and the
potential for dividends given ownership by private equity.
Notwithstanding these concerns, the rating is supported by ASM's
large-scale within the sales and marketing agency ("SMA")
industry, significant barriers to entry, the resilience of its
operating performance during the economic downturn, a highly
variable cost structure, track-record of revenue and earnings
growth, and the stable nature of the underlying products it
represents.

The stable outlook reflect Moody's expectations that ASM will
demonstrate revenue and earnings growth from new client wins and
that it will largely deploy excess free cash flow for bolt-on
acquisitions.

The ratings could be upgraded if ASM organically grows its
earnings such that debt to EBITDA sustainably approaches 5.0
times, EBITDA less capex to interest exceeds 2.0 times, and free
cash flow as a percentage of debt is in the high single-digit
range. An upgrade would also require commitment to conservative
financial policies with regards to dividends and acquisitions.

The ratings could be downgraded if an erosion in operating
performance or a debt financed acquisition/dividend results in
sustained debt to EBITDA approaching 7.0 times, EBITDA less capex
to interest falling below 1.5 times, or free cash flow as a
percentage of debt of less than 2%.

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

Advantage Sales & Marketing Inc. is a national SMA in the U.S.,
providing outsourced sales, marketing and merchandising services
to manufacturers, suppliers and producers of consumer packaged
goods.


AFI SERVICES: $1-Mil. Escrowed Fund Belongs to Bankruptcy Estate
----------------------------------------------------------------
JOHN QUINLAN, Plaintiff, v. AFI SERVICES, LLC, JAMES FALES, OKIN &
KILMER, LLP, and CHRIS ADAMS, Defendants, Adv. Proc. No. 12-03303
(Bankr. S.D. Tex.), seeks the return of $1.0 million, which he
placed into an escrow account "on behalf of" AFI Services after
entering into a contractual agreement with the Debtor.  Mr.
Quinlan has filed a motion for partial summary judgment seeking
(1) a declaration that the bankruptcy estate has no interest in
the $1.0 million; and (2) a return of these funds to him.  The
Chapter 7 Trustee, Eva S. Engelhart, opposes the motion and has,
in turn, filed a counter-motion for summary judgment arguing that
the $1.0 million is property of the Debtor's estate.

According to Bankruptcy Judge Jeff Bohm, to analyze the issue, the
Court must address the terms of a different contract -- an
Agreement of Purchase and Sale between Wells Fargo, N.A. and the
Debtor.  The Debtor, as purchaser, and Wells Fargo, as seller,
entered into the PSA on Nov. 28, 2011, for the City View
Apartments complex, comprising approximately 2,712 apartment units
located in Houston, Texas.  The PSA established the Escrow
Account, and though Mr. Quinlan was not a party to the PSA, by
depositing the $1.0 million into the Escrow Account, the $1.0
million is governed by the PSA's terms.

In a Feb. 7, 2013 Memorandum Opinion available at
http://is.gd/dRamiGfrom Leagle.com, Judge Bohm ruled that the
$1.0 million at issue is property of the Debtor's bankruptcy
estate.  Accordingly, Mr. Quinlan's Motion for Partial Summary
Judgment is denied in its entirety, and the Counter-Motion is
granted in its entirety.

AFI Services LLC, based in The Woodlands, Texas, sought Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 12-33338) on
April 30, 2012.  The case was assigned to Judge David R. Jones.
John James Sparacino, Esq., at Andrews and Kurth, served as the
Debtor's counsel.  In its schedules, the Debtor estimated assets
and debts between $1 million to $10 million.  The petition was
signed by James Fales, member.

Eva S. Engelhart was appointed as Chapter 11 Trustee for the
Debtor's estate.  The Trustee then sought appointment of special
litigation counsel, Charles Vetham, Esq.  The Debtor's case was
later converted from a Chapter 11 to a Chapter 7.  Ms. Engelhart
remained the Trustee after the case was converted to a Chapter 7.


AHERN RENTALS: Senior Noteholders File Plan
-------------------------------------------
BankruptcyData reported that certain Holders of Ahern Rentals' 9
1/4% Senior Secured Second Lien Notes Due 2013 filed with the U.S.
Bankruptcy Court a Chapter 11 Plan of Reorganization and related
Disclosure Statement.

According to the Disclosure Statement, "The restructuring will
reduce the principal amount of the Debtor's outstanding
indebtedness by at least $267.7 million by converting all of the
Second Lien Notes into New Equity Interests of Reorganized Ahern.
The New Equity Interests in Reorganized Ahern will be subject to
dilution from: (i) the issuance of New Equity Interests in
connection with the Backstopped Rights Offering, (ii) the exercise
of New Warrants of Reorganized Ahern issued to Holders of existing
Equity Interests in the Debtor; and (iii) New Equity Interests
issued in connection with a Management Equity Incentive Plan.
Other than the Second Lien Notes Claims, the Noteholder Plan
leaves Unimpaired or otherwise pays in full in Cash all of the
Debtor's Claim Holders," the report related.

The Court scheduled a March 8, 2013 hearing to consider approval
of the Disclosure Statement.

                      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.


ALBERTSON'S LLC: S&P Assigns 'B' CCR; Rates $1.05BB Loan 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Boise-based Albertson's LLC. (Albertson's).  The
outlook is negative.

Concurrently, S&P assigned a 'BB-' issue-level rating with a '1'
recovery rating to the company's proposed $1.05 billion first lien
senior secured term loan due in 2016 and $1 billion asset based
revolving credit facility due in 2018.  The '1' recovery ratings
indicate S&P's expectation of very high (90% to 100%) recovery of
principal in the event of a payment default.

S&P expects Albertson's to purchase the Albertsons stores from New
Albertson's Inc. (NAI), currently a subsidiary of SUPERVALU Inc.
(SUPERVALU).  According to the company, the transitions will close
simultaneously with another transaction in which AB Acquisition
LLC, an entity owned by a consortium of investors led by Cerberus
Capital Management LP (Cerberus), purchases NAI from SUPERVALU.
Albertson's is also owned by AB Acquisition LLC.  After these
transactions close, Albertson's will own all of Albertsons
bannered supermarkets and the associated assets.

The rating outlook is negative, which incorporates the possibility
of greater-than-expected profit deterioration over the next year.
S&P forecasts meaningful gross margin contraction as a result of
the company's price investments, but S&P also expects that
Albertson's more competitive pricing strategies should stabilize
sales decreases.  However, given the likelihood of slow economic
growth and intense industry competition, S&P believes Albertson's
could still face sales pressure throughout the next year.  For
example, if sales decreased 2% in 2013 and the company experienced
an additional 10 basis points of gross margin contraction, S&P
believes adjusted EBITDA would fall about 25%, adjusted leverage
would be near 7x, and adjusted EBITDA coverage of interest would
be about 2x.  S&P could lower the corporate credit rating with
ratios at these levels.

"On the other hand, if the company's sales trends stabilize,
operating margins are in line with our expectations, and we feel
adjusted leverage would peak in the mid-6x area and gradually
improve, we would consider an outlook revision to stable.  We
would likely consider a stable outlook approximately one year
after the consummation of the transaction.  At that time, we
should have adequate time to determine if management's strategies
at the acquired Albertson's supermarkets change the operating
trajectory," said Standard & Poor's credit analyst Charles Pinson-
Rose.


ALLY FINANCIAL: U.S. Treasury Won't Rush Exit Amid ResCap Issues
----------------------------------------------------------------
Rick Rothacker, writing for Reuters, reported that the U.S.
Treasury, under pressure to quickly wind down its crisis-era
bailouts, believes it cannot rush the sale of auto lender Ally
Financial because the company's mortgage lending unit is in a
messy bankruptcy, a person familiar with the matter told Reuters.

The report related that Ally is one of Treasury's largest
remaining holdings, but the lender will be hard to exit as long as
it is working through the bankruptcy of its Residential Capital
unit and is also selling its international operations, said the
source, who was familiar with Treasury's thinking.

"There are particular challenges with Ally," the person familiar
with the Treasury's thinking told Reuters. "There is no specific
timetable" for a sale or stock offering. Treasury understands the
company's difficulties and supports the company's chief executive,
Michael Carpenter, he added.

According to Reuters, not everyone wants Treasury to be so
accommodating. In a report last month, an internal Treasury
watchdog said the agency needed a more concrete plan for repayment
of the $17.2 billion it poured into Ally during the crisis.

Treasury, Reuters noted, has been exiting other high-profile
investments made through its crisis-era bailout fund, the Troubled
Asset Relief Program (TARP). Since December, it has sold remaining
stock in insurer American International Group Inc and announced
plans to sell its last General Motors Co shares in the next year
or so.

Reuters said the government's difficulties in exiting Ally show
how hard it will be for Treasury to completely close down TARP.
Treasury has recovered 93 percent of the $418 billion it put in
the program, but remaining companies could take a long time to
shed.  Ally, the former GM lending arm, will be the largest
remaining TARP recipient once the GM shares are sold. Treasury has
said it plans to recoup its investment in the auto lender through
a public or private sale of stock, or by selling assets. An
initial public offering "is one of the options that Treasury has
down the road," the person said.

Reuters noted that as of Feb. 15, the lender will have paid $5.9
billion to the government, including dividends. Treasury in 2011
sold off $2.7 billion in Ally securities, but it still owns $5.9
billion in preferred stock in the lender. The company hopes to
repay those preferred shares soon.  Treasury also owns 74 percent
of Ally's common equity. The auto lender filed for an IPO in March
2011 but shelved the offering amid turbulent financial markets and
growing concern about ResCap's mortgage liabilities. In May 2012,
ResCap, once a major subprime lender, filed for bankruptcy, and
Ally announced a plan to sell international operations in a bid to
speed up repayment.  The company's book value was about $20
billion at the end of December.

                        About Ally Financial

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

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

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

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

                           *     *     *

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

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

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


ALLY FINANCIAL: Fitch Keeps LT Issuer Default Rating on Watch Neg
-----------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on Ally
Financial Inc.  The ratings were first placed on Rating Watch
Negative on May 15, 2012, following the bankruptcy filing by
Ally's wholly-owned subsidiary Residential Capital LLC. The Rating
Watch Negative was maintained on Nov. 9, 2012. Fitch is required
by its policy to review Rating Watch every three months until the
Rating Watch is resolved.  Fitch has also affirmed and withdrawn
various other ratings of Ally and its subsidiaries.

Maintenance of the Negative Watch reflects continued uncertainties
related to the resolution of the ResCap bankruptcy, including
approval of Ally's settlement plan with ResCap, which releases
Ally from existing and potential claims from ResCap and third-
party creditors, potential litigation from third-party creditors
who have challenged such a release, findings from the independent
investigator appointed by the court to examine the separation
between Ally and ResCap, and the repayment of Ally's secured
financing to ResCap. Fitch expects the get more clarity on some
these issues in the coming months and will accordingly take action
on Ally's ratings.

Fitch recognizes the positive strides that the company has made in
regard to funding, liquidity, capital and core operating
performance. During 4Q'12, Ally signed definitive agreements to
sell its international entities comprising $31 billion in total
assets. The sales are expected to generate $9.2 billion in total
proceeds, an approximate $1.6 billion or 23% premium-to-tangible
book value, and reduce risk weighted assets by approximately $30
billion. The sales are expected to close over the course of 2013
and will result in material increase to Ally's capital ratios.
Pro-forma tier 1 common ratio, all else equal, is expected to
increase from 7.0% at the end of 4Q'12 to approximately 10.0%
post-sale. That said, Ally's capital position could be adversely
affected depending on the pace of the repayment of the U.S.
Treasury's investment relative to earnings generation and any
potential liability associated with ResCap.

The company continued to economically access diversified sources
of funding for three months ended Dec. 31, 2012 (4Q'12). The
company raised $5.3 billion in funding in 4Q'12 in a combination
of unsecured debt, securitizations and addition/renewal of
committed credit capacity. In addition, Ally Bank continued its
robust growth in generating retail deposits, which increased to
$35 billion in 4Q'12, up $7.4 billion or 26% year-over-year.
Deposits accounted for 37% of Ally's total funding at 4Q'12,
offering the company a stable and low-cost source of funding.

Operating performance also continued its positive momentum.
Excluding, some one-time charges and gains related to ResCap and
repositioning items, Ally reported core pre-tax income of $308
million in 4Q'12, up from $179 million in 4Q'11. Full-year 2012
core pre-tax income increased to $1.1 billion compared to $865
million in 2011. The improvement was mainly a result of robust
growth in auto earnings assets despite fierce competition, which
grew 18% year-over-year, lower cost of funds as more originations
are funded through Ally Bank, and a relatively higher-yielding
asset mix due to the focus on non-subvented loans, used car loans
and retail leasing.

Liquidity moderated in 4Q'12 following the successful repayment of
$7.4 billion in TLGP debt. Total parent company liquidity totaled
$13.9 billion, including $5.1 billion in cash and unencumbered
securities at 4Q'12, down from $23 billion at 3Q'12. This compares
to $1.4 billion in unsecured debt maturities for full-year 2013
and $5.6 billion for full-year 2014. In addition, Ally Bank
carried $13.2 billion in liquidity, including $8.6 billion in cash
and unencumbered securities at 4Q'12 compared to $15.8 billion in
3Q'12, which leaves ample room for originations.

Fitch believes that the continued strength of Ally's core auto-
finance franchise combined with the post-sale impact of
international entities gives the company flexibility to absorb a
reasonable level of financial impact, beyond the $750 million
already charged, from an adverse development related to ResCap.

The affirmation of short-term Issuer Default Rating and debt
ratings reflects sufficient liquidity levels in light of
manageable debt maturities, and Fitch's view that these ratings
would be expected to remain unchanged even in the event of a
downgrade to the long-term IDR.

Rating Drivers and Sensitivities

The resolution of the Rating Watch will be driven by the ultimate
outcome of ResCap's bankruptcy and any potential impact on Ally's
financial and credit profile. Unfavorable developments related to
Ally's settlement plan with ResCap, the independent examiners
report, and potential litigation against Ally which could lead to
further material contributions from Ally to ResCap, could lead to
a downgrade.

The company has previously cited that ResCap's reasonably possible
losses associated with litigation matters and potential PLS claims
could be $0-$4 billion. Fitch believes that if Ally is exposed to
claims at the higher end of this range, it would likely pressure
Ally's ratings. The extent to which Ally's capital position is
further reduced as a result of the repayment of all or a portion
of the U.S. Treasury's investment in Ally would further influence
Fitch's analysis.

Conversely, a successful resolution of ResCap's bankruptcy with no
additional material impact on Ally's operating and credit profile
along with repayment of Ally's secured financing from ResCap would
lead to ratings stability. Positive rating momentum, although
limited until ResCap's resolution, would be driven by sustained
profitability in Ally's U.S. auto business, expansion of the
banking franchise along with growth in the bank's deposit funding
base, and repayment of U.S. Treasury's investment, while
maintaining a conservative capital and liquidity posture.

The following ratings remain on Rating Watch Negative:

Ally Financial Inc.

-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-';
-- Viability rating 'bb-';
-- Perpetual preferred securities, series A 'CCC'.

GMAC Capital Trust I

-- Trust preferred securities, series 2 'B-'.

GMAC International Finance B.V.

-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-'.

GMAC Bank GmbH

-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-'.

Fitch has affirmed the following Ally ratings:

Ally Financial Inc.

-- Short-term IDR at 'B'
-- Short-term debt at 'B';
-- Support at '5';
-- Support Floor at 'NF',

GMAC International Finance B.V.

-- Short-term IDR at 'B';
-- Short-term debt at 'B'.

GMAC Bank GmbH

-- Short-term IDR at 'B';
-- Short-term debt at 'B'.

GMAC (U.K.) plc

-- Short-term IDR at 'B';
-- Short-term debt at 'B'.

Fitch has withdrawn these ratings, since the entities no longer
exist:

GMAC Financial Services NZ Limited

-- Long-term IDR 'BB-',
-- Short-term IDR 'B',
-- Short-term debt 'B'.

GMAC Australia LLC

-- Long-term IDR 'BB-',
-- Short-term IDR 'B',
-- Short-term debt 'B'.

Fitch has upgraded the following ratings after the closing of this
entity's sale to Royal Bank of Canada and withdrawn them as there
is no debt outstanding under this entity:

Ally Credit Canada Limited
-- Long-term IDR upgraded to 'AA' from 'BB-';
-- Senior unsecured upgraded to 'AA' from 'BB-';
-- Short-term IDR upgraded to 'F1+' from 'B',
-- Commercial Paper debt upgraded to 'F1+' from 'B'.


AMERICAN AIRLINES: Stands to Gain Vast Route Network in Merger
--------------------------------------------------------------
Jack Nicas, writing for The Wall Street Journal, reported that the
anticipated marriage of American Airlines parent AMR Corp. and US
Airways Group Inc. would represent a departure from other airline
mergers in recent decades, aimed more at creating a huge route
network that leapfrogs the competition, rather than at culling
money-losing and overlapping flights.

According to the WSJ report, the prospective deal could restore
American, which has suffered billions of dollars of losses in
recent years, to its former status as the world's biggest carrier,
as the new American would have hubs at seven of the nine busiest
U.S. airports and boast a strong presence in Europe and Latin
America.  It would suddenly become a major player in Boston and
Tampa, Fla., and at New York's LaGuardia Airport and Reagan
National Airport near Washington, WSJ also noted.

The merger would be good news for frequent fliers of both American
and US Airways, offering them dozens of new destinations and a
healthier, more stable airline industry but the deal wouldn't
solve a crucial problem for the airline: a lack of service to
Asia, the world's fastest-growing air market, WSJ pointed out.

                     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 AXLE: Barrow Hanley Discloses 7.1% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed
that, as of Dec. 31, 2012, it beneficially owns 5,283,416 shares
of common stock of American Axle & Manufacturing Holdings, Inc.,
representing 7.06% of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/RVIYYG

                         About American Axle

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

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

                           *     *     *

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

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

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

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


APEX KATY: Consents to Dismissal of Chapter 11 Case
---------------------------------------------------
Following a request by the U.S. Trustee to dismiss the Chapter 11
case or have the case converted to Chapter 7, Apex Katy
Physicians, LLC, agrees that its case should be dismissed.

A hearing on the motion of the U.S. Trustee has been continued to
Feb. 28 at 9:00 a.m.

Courtroom minutes for the Jan. 16 hearing indicate that, according
to Ed Rothberg, counsel for Apex Katy, discussions were made with
respect to dismissing the case. Mr. Rothberg announced a motion
pursuant to Fed.R.Bankr.P. Rule 9019 would be filed with the
details of the agreement.

As reported in the Troubled Company Reporter on Jan. 2, 2013, Judy
A. Robbins, the United States Trustee for the Southern and Western
Districts of Texas, sought dismissal or conversion, saying that
the Debtor, because of its loss of principal assets, is unable to
formulate either a plan to liquidate or reorganize.

In response, the Debtor admits that its real estate and
improvements have been foreclosed upon by MetroBank.  Thus, the
Debtor says it has no ability to confirm a plan and the case
should be dismissed.

The Debtor, however, denies the averments by MetroBank that it has
not accounted for insurance proceeds and distributions from the
Chapter 7 trustee in case no. 07-37096 (Apex Katy LP).  The Debtor
says relevant receipts and disbursements are detailed and
reflected in the monthly operating reports that have been on file
with the Court for months.

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.  The Debtor disclosed $15,237,691 in assets and
$13,646,951 in liabilities.


API TECHNOLOGIES: Enters Into $215 Million Credit Facilities
------------------------------------------------------------
API Technologies Corp. has entered into a credit agreement with
Guggenheim Corporate Funding, LLC, as administrative agent, that
provides for a $165 million term loan facility.  Additionally, the
Company has entered into a separate agreement for a $50 million
revolving borrowing base credit facility with Wells Fargo Bank,
National Association, as administrative agent, upon which the
Company drew $29.4 million at closing.  Proceeds from these two
facilities were used to pay in full the Company's existing credit
facility, certain indebtedness in the United Kingdom, and to pay
fees, costs and expenses associated with the refinancing.

Bel Lazar, president and chief executive officer of API
Technologies said: "We are pleased to announce the repayment of
our original term loan and the entry into a new credit facility
led by our largest lender, Guggenheim.  We appreciate Guggenheim's
continued support of our growth plan as we continue our review of
strategic options."

Additional details of the refinancing is available at:

                         http://is.gd/hsTEIN

                     About API Technologies Corp.

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

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

                            *    *    *

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

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

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


API TECHNOLOGIES: Douglas Topkis Discloses 7.4% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Douglas Topkis and his affiliates disclosed that, as
of Feb. 1, 2013, they beneficially own 4,433,333 shares of common
stock of API Technologies Corp. representing 7.4% of the shares
outstanding.  A copy of the filing is available at:

                         http://is.gd/EvZ70P

                     About API Technologies Corp.

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

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

                            *    *    *

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

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

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


ARCAPITA BANK: Files Reorganization Plan with $185M Exit Financing
------------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Bahrain's bankrupt
Arcapita Bank BSC, after negotiations with creditors, filed in New
York bankruptcy court on Friday a proposed Chapter 11
reorganization plan that calls for a $185 million exit financing
package, which the bank said will allow it to wind down its
operations, sell off its assets and maximize recovery for
creditors.

Arcapita will set up new operating companies and most unsecured
creditors will give up their claims in exchange for equity in the
new company and a pro rata share of a new credit, the report said.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Files 3rd Request to Pay Settlements
--------------------------------------------------------------
The Archdiocese of Milwaukee filed with the U.S. Bankruptcy Court
for the Eastern District of Wisconsin a third request pursuant to
Section 363(b) of the Bankruptcy Code for entry of an order
authorizing the Debtor to honor certain prepetition settlement
agreements.

Prior to the Petition Date, 192 Abuse Survivors settled their
claims against the Archdiocese through a mediation program.
While the terms of the Settlement Agreements vary, as of the
Petition Date, the Archdiocese owed approximately $702,000 to 22
Abuse Survivors.

By this motion, the Archdiocese seeks authority to make $92,000
in installment payments to the 22 In-Settlement Abuse Survivors
pursuant to the Settlement Agreements in calendar year 2013.

                        Committee Objects

The Official Committee of Unsecured Creditors asked the Bankruptcy
Court to deny approval of the proposed payment, saying it favors
the 22 sex abuse victims at the expense of other claimants.

"To permit payment to the abuse payees now while the rest of the
creditors are at risk of receiving no payments is to treat
claimants in the same class in a different and unequal way," said
Gillian Brown, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California.

"This unequal treatment would only further exacerbate the
disparity in treatment between the abuse payees and other
claimants," she said.

Ms. Brown said the $92,000 should be reserved for distributions
to creditors and not for payment of fees and costs incurred by
professionals hired in the archdiocese's bankruptcy case.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: To Suspend Payments to Professionals
--------------------------------------------------------------
The Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for
the Eastern District of Wisconsin to amend the procedures for the
interim compensation and reimbursement of expenses of
professionals retained by the Archdiocese and the Official
Committee of Unsecured Creditors.  The Interim Compensation Order
was entered by the Court on March 7, 2011.

The Archdiocese has been following the procedures set forth in
the Interim Compensation Order and has made payments to
professionals aggregating $8,269,554, disclosed Daryl L. Diesing,
Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin.
Payments plus accrued billings totaled $9,095,487.  He notes that
the Archdiocese has also continued to pay its operating expenses,
which are typically between $1,550,000 and $2,000,000 per month.

Based on historical operating costs, the Archdiocese has
projected the expected cash balances at the end of each month
during 2013.  Exhibit A shows ending cash balances if no
professional fees are paid.  Exhibit B shows ending cash balances
if professional fees are paid.  Copies of those projections are
available for free at:

   http://bankrupt.com/misc/MChurch_2013_Projections_A.pdf
   http://bankrupt.com/misc/MChurch_2013_Projections_B.pdf

Because some professionals have not promptly filed fee
applications, some of the projections for professional fees could
increase, Mr. Diesing says.  He asserts that the projections on
Exhibit B show that the Archdiocese will be unable to pay its
operating expenses if it continues to pay professional fees as
contemplated in the Interim Compensation Order.

Consequently, the Archdiocese seeks a modification of the Interim
Compensation Order that suspends all further payment of all
further compensation to professionals with these exceptions:

   (1) the Archdiocese hopes to retain a future claims
       representative with a fee cap of $125,000.  To induce the
       future claims representative to complete its work for a
       plan of reorganization, payments should be allowed in
       accordance with the existing Interim Compensation Order;

   (2) one of the Archdiocese's insurers has agreed to reimburse
       it for the reasonable costs and legal fees incurred to
       defend certain claims against the Archdiocese, to the
       extent the insurer reimburses the costs and attorneys'
       fees, the Archdiocese should be allowed to pay the amount
       reimbursed to the professionals rendering the services
       provided.  The services would remain subject to approval
       in accordance with the existing Interim Compensation
       Order; and

   (3) to the extent that any professional received a prepetition
       advance, the professional may apply the advance against
       the costs and attorneys' fees approved in accordance with
       the existing Interim Compensation Order.

                        Creditors Object

The committee of unsecured creditors is blocking efforts by the
Archdiocese of Milwaukee to have its fee payments suspended by
the bankruptcy court.

In a court filing, the group's lawyer blamed the church's
financial troubles on its efforts to throw out hundreds of sex
abuse claims.

"The debtor should be bringing assets into the estate," said
James Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California.  "Spending scarce resources on pointless
claims objections is not an exit strategy."

Mr. Stang expressed fear that the archdicese's bankruptcy is at
risk of becoming the first of its kind in the U.S. to fail to
"fairly and equitably treat creditors."

The committee said the archdiocese should begin selling the
Cousins Center and other properties, tap what could be $150
million in its cemetery and Faith In Our Future funds, and
aggressively pursue newly discovered insurance policies that may
cover its handling of the sex abuse crisis, according to a report
by the Milwaukee Journal Sentinel.

Meanwhile, the archdiocese blames the mounting fees on the
creditors' aggressive pursuit of protected assets, and the
defense of claims that should be tossed.

"The archdiocese has an obligation to sensibly manage its cash
resources, and the lawyers and accountants can wait with the
other creditors to be paid under the archdiocese's plan of
reorganization," Julie Wolf, spokeswoman for the archdiocese,
said in a statement.

According to her, the suspension of fee payments "may actually
lead to a quicker resolution of the case and the ability to
equitably compensate eligible claims."

The archdiocese also said that it is open to selling some assets,
but that unloading them at "fire sale" prices is not appropriate.
It also said that the cemetery and Faith in our Future trusts are
not its property, and that the Cousins Center is owned by the
board of its now-defunct high school seminary, according to the
Milwaukee Journal Sentinel report.

U.S. Bankruptcy Judge Susan Kelley is scheduled to take up the
latest issues February 21.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARROW ALUMINUM: Returns to Ch. 11; Has $125MM Claim Against Bank
----------------------------------------------------------------
Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.

Martin, Tennessee-based Arrow Aluminum scheduled $125.4 million in
total assets and $3.13 million in liabilities.  The assets were
bloated by a contingent claim of $125 million on account of a
lawsuit against First Citizens National Bank.

Minus the contingent claim, the assets are just about $1.25
million, which include 126-acre house and farm properties in
Martin, Tennessee, worth $485,000.  The property generated income
of $249,000 in 2011, $112,500 in 2012 and $12,000 so far in 2013.

The Debtor says First Citizens National Bank is owed $2.87
million, all of which are unsecured.

A copy of the schedules attached to the petition is available for
free at http://bankrupt.com/misc/tnwb13-21470.pdf

The Debtor is represented by Steven N. Douglass, Esq., at Harris
Shelton Hanover Walsh, PLLC, in Memphis.

The Chapter 11 plan and disclosure statement are due June 11,
2013.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.

But even before the hearings on the U.S. Trustee's and the bank's
motions, the case was dismissed after the Debtor failed to comply
with Local Standing Order Misc. No. 05?0004.  The Debtor failed to
file the matrix schedules and the statement of financial affairs
and failed to appear for the initial debtor interview.

The Debtor, then represented by Law Office of Johnson and Brown,
P.C, sought reconsideration, to no avail.


ARROW ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arrow Aluminum Industries, Inc.
        P.O. Box 528
        Martin, TN 38237

Bankruptcy Case No.: 13-21470

Chapter 11 Petition Date: February 11, 2013

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

Scheduled Assets: $126,246,137

Scheduled Liabilities: $3,130,103

The petition was signed by William Ted Blackwell, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Citizens National Bank       Inventory, chattel   $2,100,000
c/o Mark D. Johnston, Esq.         paper, accounts,
P.O. Box 1326                      equipment &
Dyersburg, TN 38025-1326           general intangibles

First Citizens National Bank       Property Foreclosed    $612,000
c/o Mark D. Johnston, Esq.
P.O. Box 1326
Dyersburg, TN 38025-1326

Internal Revenue Service           Taxes Fluta            $155,478
Memphis, TN 37501

First Citizens National Bank       --                     $113,000

First Citizens National Bank       --                      $44,000

Chelsea Building Products          Ordinary Business       $14,158
                                   Expense

PPG Industries                     Ordinary Business       $12,890
                                   Expense

Deceuninck North America           Ordinary Business       $11,182
                                   Expense

State of Tennessee-Dept. of        Taxes                   $10,437
Revenue

Alexander Thompson Arnold PLLC     Ordinary Business       $10,001
                                   Expense

Hoppe North America                Ordinary Business        $9,755
                                   Expense

Wholesale Glass Distributors       Ordinary Business        $9,519
                                   Expense

Wyatt, Tarrant & Combs             Ordinary Business        $5,825
                                   Expense

Vitro America (ACI)                Ordinary Business        $5,186
                                   Expense

Hygrade Metal Moulding Mfg. Corp.  Ordinary Business        $5,045
                                   Expense

Auto Owners Insurance              --                       $3,000

Southeastern Freight Lines         Ordinary Business        $1,987
                                   Expense

State of Alabama                   Monthly Reports          $1,832

David Doster                       Ordinary Business        $1,000
                                   Expense

Union City Insurance Agency, Inc.  Ordinary Business        $1,000
                                   Expense


ATLANTIC SOUTHERN: Knight Capital Discloses 6.3% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Knight Capital Americas, LLC, disclosed that, as of
Dec. 31, 2012, it beneficially owns 268,789 shares of common stock
of Atlantic Southern Financial Group, INC., representing 6.28%
based on outstanding shares reported on the Company's Form 10Q
filed with the SEC for the period ending Sept. 30, 2010.  A copy
of the Schedule 13G is available at http://is.gd/lbolKI

                      About Atlantic Southern

Macon, Ga.-based Atlantic Southern Financial Group, Inc. (NASDAQ:
ASFN) operates nine banking locations in the middle Georgia
markets of Macon and Warner Robins, five locations in the coastal
markets of Savannah, Darien, Brunswick, one location in the south
Georgia market of Valdosta, Georgia and one location in the
northeast Florida market of Jacksonville, Florida.  The Company
specializes in commercial real estate and small business lending.

The Company's balance sheet at Sept. 30, 2010, showed
$852.6 million in total assets, $832.4 million in total
liabilities, and stockholders' equity of $20.2 million.

"As a result of the extraordinary effects of what may ultimately
be the worst economic downturn since the Great Depression, the
Company's and the Bank's capital have been significantly
depleted," the Company said in its Form 10-Q for the quarter ended
Sept. 30, 2010.  The Company recorded a net loss of $59.2 million
in 2009, and a net loss of $9.3 million in the first nine months
of 2010.

The Company's ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside
its control, and on its financial performance.  Accordingly, the
Company cannot be certain of its ability to raise additional
capital on terms acceptable to them.  The Company's inability to
raise capital or comply with the terms of the Order [to Cease and
Desist] raises substantial doubt about its ability to continue as
a going concern."


ATP OIL: Creditors Demand Trustee or Liquidation
------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that ATP Oil & Gas
Corp.'s unsecured creditors asked a Texas bankruptcy court to
appoint a trustee or liquidate the oil-and-gas developer, saying
ATP is bleeding cash and needs to be protected from its own
management.

Houston-based ATP is in a "death spiral" as it cedes control to
its debtor-in-possession financing lenders, blows past unrealistic
deadlines, scares away potential buyers with its incompetent
management and has even rebuffed an offer by the unsecured
creditors to help arrange vendor financing, the unsecured
creditors committee argued, the report related.

                          About ATP Oil

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

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

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

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


AVANTAIR INC: Signs Settlement Agreement with SSF Investors
-----------------------------------------------------------
As previously reported on a current report on Form 8-K of
Avantair, Inc., filed with the Securities and Exchange Commission
on Dec. 26, 2012, the Company received a letter from Special
Situations Fund III QP, L.P., Special Situations Cayman Fund,
L.P., Special Situations Private Equity Fund, L.P., and David
Greenhouse (the "SSF Investors") claiming that liquidated damages
were payable by the Company to the SSF Investors under the
Registration Rights Agreement dated Oct. 16, 2009, by and among
the Company, certain investors and EarlyBird Capital, LLC.

On Feb. 6, 2013, the Company entered into a Settlement Agreement
with the SSF Investors to resolve the matter and issued to the SSF
Investors senior secured convertible promissory notes having an
aggregate principal amount of $1,050,537 and warrants to purchase
an aggregate of 4,222,148 shares of common stock.  The SSF Notes
bear interest at an initial rate of 2.0% per annum, which will
increase to 12.0% per annum if the Company is unsuccessful in
obtaining stockholder approval by March 15, 2013, to increase the
Company's authorized shares of common stock so that a sufficient
number of shares are reserved for the conversion of the SSF Notes.
Holders of the SSF Notes may, at their option, elect to convert
all outstanding principal and accrued but unpaid interest on the
SSF Notes into shares of common stock at a conversion price of
$0.25 per share, but may convert only a portion of such SSF Notes
if an inadequate number of authorized shares of common stock is
available to effect that optional conversion.  Holders of the SSF
Notes are entitled to certain anti-dilution protections.  The
Company may prepay the SSF Notes on or after the Nov. 28, 2014.
The SSF Notes have a maturity date of Nov. 28, 2015, unless the
SSF Notes are earlier converted or an event of default or
liquidation event occurs.

As previously reported, the Company entered into a Security
Agreement dated Nov. 30, 2012, to secure its senior secured
convertible promissory notes issued in the Financing.  In
connection with the SSF Issuance, the SSF Notes will likewise be
secured under the Security Agreement by a first priority security
interest in substantially all of the assets of the Company that
are not otherwise encumbered and excluding all aircraft,
fractional ownership interests in aircraft, restricted cash,
deposits on aircraft and flight hour cards.

In connection with the SSF Issuance, on Feb. 6, 2013, the Company
entered into a Registration Rights Agreement with SSF pursuant to
which the Company has agreed to register under the Securities Act
of 1933, as amended, the shares of common stock issuable upon
conversion of the SSF Notes and SSF Warrants.  The Company is
required to file that resale registration statement on Form S-1
no later than the earlier of (x) 10 days after the Share Increase
Effective Date and (y) May 27, 2013.  If that registration
statement is not filed with the SEC prior to the Filing Deadline,
the Company will pay SSF liquidated damages payments in an amount
equal to (i) 3.0% of the aggregate principal amount of the SSF
Notes for the first sixty-day period following the Filing Deadline
for which no registration statement is filed and (ii) thereafter
1.5% of the aggregate principal amount of the SSF Notes for each
30-day period following the Filing Deadline for which no
registration statement is filed.

The SSF Warrants are exercisable at an exercise price of $0.50 per
share, which exercise price is subject to certain anti-dilution
protections, but the SSF Warrants may not be exercised unless a
sufficient number of authorized shares of common stock are
available for the exercise of the SSF Warrants.  In addition, the
SSF Warrants may be exercised on a cashless basis if a
registration statement covering the shares underlying the SSF
Warrants, or an exemption from registration, is not available for
the resale of such shares underlying the SSF Warrants.  The SSF
Warrants expire on Nov. 28, 2017.

A copy of the Settlement Agreement is available at:

                       http://is.gd/0KB3QO

                        About Avantair Inc.

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

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

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


BAKERS FOOTWEAR: Hires A&G Realty Partners to Handle Liquidation
----------------------------------------------------------------
A&G Realty Partners LLC has been retained to handle the
liquidation of Bakers Footwear Group Inc.'s remaining 56 retail
stores located in premier mall shopping centers around the
country.

An auction for the store leases is expected to be held on February
18, with a deadline to submit bids to A&G Realty by February 21.
Founded in 1929 under a different name, Bakers Footwear Group
stores target women between 12 and 29 years old, selling
merchandise including private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.

"Bakers' real estate has begun to create interest among various
shoe retailers, particularly those interested in access to premier
locations in some of the top malls in the country," said Michael
Jerbich, a Partner at A&G Realty Partners, who is managing the
court-supervised sale process.

Bakers Footwear Group, once a leading mall-based retailer of shoes
for young women, filed for Chapter 11 bankruptcy protection in
October 2012, case no. 12-49658, because of declining sales.
Before the St. Louis-based footwear retailed filed its bankruptcy
petition it operated 236 Bakers and Wild Pair shoe stores in 37
states.

U.S. Bankruptcy Court Charles Rendlen III for the U.S. Bankruptcy
Court in St. Louis approved the Chapter 7 order on Jan. 15, 2013,
allowing Bakers Footwear Group to conduct going-out-of-business
sales at its remaining stores, including the liquidation of its
retail properties.

Baker's intellectual property assets are being marketed by
investment banking firm Consensus Advisors. Consensus Managing
Director, Thomas Scotti, said: "Bakers Footwear Groups' core
tradenames have been in use for 90 years.  The Company has sold
billions of dollars of shoes to young women from stores all over
the U.S. and from its successful Website.  The Company has a
customer list of 1.5 million names, many of whom are active and
engaged customers of the brand."  Parties interested in acquiring
the intellectual property should contact Consensus at 617-437-6500
or tscotti@consensusadvisors.com

Bakers Footwear Group is one of many retailers to engage A&G in
recent months to sell or restructure their real estate holdings.
Ascena Retail Group Inc., a leading national specialty retailer of
apparel for women and teen girls, recently engaged A&G Realty to
manage the resolution of 258 Fashion Bug store leases in
connection with its acquisition of Charming Shoppes Inc.

                    About A&G Realty Partners

A&G Realty Partners -- http://www.agrealtypartners.com--
specializes in real estate dispositions, lease restructurings,
facilitating growth opportunities, valuations and acquisitions.
A&G Realty has serviced the nation's most recognizable retail
brands in healthy and distressed situations.  A&G Realty is a
leader in finding innovative ways to consolidate and reconfigure
real estate to achieve the highest possible value.  A&G Realty was
founded in 2012 and is headquartered in New York.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BEAZER HOMES: Dimensional Fund Equity Stake Down to 2.7%
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2012, it beneficially owns 687,082 shares of common
stock of Beazer Homes USA Inc. representing 2.78% of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 5,038,770 common shares or a 6.67% equity stake as of
Dec. 31, 2011.  A copy of the amended regulatory filing is
available for free at http://is.gd/W7B71T

                         About Beazer Homes

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

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

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

                           *     *     *

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

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

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


BIOJECT MEDICAL: Posts $1.2-Million Net Loss in 2012
----------------------------------------------------
Bioject Medical Technologies Inc. on Feb. 11 reported unaudited
financial results for the year and quarter ended December 31,
2012.

Revenue for the twelve months ended December 31, 2012 was $2.0
million, compared to $8.1 million in 2011.  Operating expense for
2012 was $3.0 million, compared to $8.9 million in 2011.
Operating loss for 2012 was $1.0 million, compared, to $832,000 in
2011.  Net loss allocable to common shareholders for 2012 was $1.2
million, or $(0.06) per share, compared to $983,000, or $(0.05)
per share in 2011.

Revenue for the quarter ended December 31, 2012 was $111,000
compared to $795,000 in the quarter ended December 31, 2011.
Operating expense for the 2012 quarter was $614,000, compared to
$2.2 million in the 2011 quarter.  Operating loss for the 2012
quarter was $503,000, compared to $1.4 million in the 2011
quarter.  Net loss allocable to common shareholders for the 2012
quarter was $581,000, or $(0.03) per share, compared to $1.4
million, or $(0.08) per share, in the 2011 quarter.

On January 24, 2013, the Company entered into a Purchase Agreement
with Life Sciences Opportunities Fund II, L.P., Life Sciences
Opportunities Fund (Institutional) II, L.P., Edward Flynn and Mark
Logomasini for the purchase of an aggregate of 99,455 shares of
its Series H Convertible Preferred Stock at a price of $10.00 per
share.  Gross proceeds from the sale were $994,550, payable by
payment of $850,000 in cash and the cancellation of the $125,000
outstanding principal amount of and $19,550 accrued interest
through January 24, 2013, on two Convertible Promissory Notes,
dated June 29, 2011, issued by the Company to Messrs. Flynn and
Logomasini, along with the cancellation of 131,580 related
warrants held by Messrs. Flynn and Logomasini. Each share of
Series H Preferred Stock is convertible, at any time at the option
of the holder, into shares of Common Stock at a conversion rate of
$0.035 (subject to anti-dilution adjustments) or approximately
285.71 shares.  In consideration of the Agreement, on January 24,
2013, Albert Hansen and Ralph Makar tendered Convertible
Promissory Notes dated June 29, 2011, issued by the Company to
Messrs. Hansen and Makar, aggregating $115,645 in principal and
accrued interest, for repayment by the Company, along with 105,264
related warrants for cancellation.

As part of the Agreement, the Company has agreed to conduct an
exchange offer, as soon as practicable, to the existing holders of
Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock and Series G Preferred Stock, for a new series of
preferred stock.  The New Series would not be convertible into
Common Stock, would not have voting rights and would not have a
regular dividend.  The New Series would have a mandatory
redemption date of August 1, 2015, for the current stated value of
the Lettered Stock.  The New Series would retain all the
liquidation preferences and protective provisions of the Lettered
Stock.  If the mandatory redemption payment is not made, the New
Series will begin accruing a penalty dividend of four percent,
(4%) payable in cash or additional New Series stock.  In addition,
the Purchasers of the Series H Preferred Stock will be offered the
right to exchange the Series H Preferred Stock for the New Series
at any time prior to August 1, 2015.

A copy of the Company's financial results for the three months
ended December 31, 2012, is available for free at:

                       http://is.gd/0dpZII

                      About Bioject Medical

Based in Tigard, Oregon, USA, Bioject Medical Technologies Inc. --
http://www.bioject.com/-- is a developer and manufacturer of
needle-free injection therapy systems (NFITS).  NFITS works by
forcing medication at high speed through a tiny orifice held
against the skin.  This creates a fine stream of high-pressure
fluid penetrating the skin and depositing medication in the tissue
beneath.  Bioject is focused on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies, as well as research, global health and
government organizations.


CCC ATLANTIC: U.S. Trustee Unable to Form Committee
---------------------------------------------------
The United States Trustee said in January that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of CCC Atlantic LLC.

The U.S. Trustee attempted to solicit creditors interested in
serving on an official unsecured creditors' committee from the 20
largest unsecured creditors.  After excluding governmental units,
secured creditors and insiders, the U.S. Trustee has been unable
to solicit sufficient interest in serving on the Committee, in
order to appoint a proper committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                        About CCC Atlantic

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

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


CEREPLAST INC: Michael Okada Named Chief Financial Officer
----------------------------------------------------------
Michael Okada, age 44, was appointed as Senior Vice President,
Chief Financial Officer of Cereplast, Inc.  Mr. Okada has served
as the Company's Interim Chief Financial Officer since February
2012 and Vice President and Corporate Controller since April,
2011.

From June, 2009 through February, 2011, Mr. Okada served as Vice
President, Finance and Corporate Controller of Mindspeed
Technologies, Inc. (MSPD - Nasdaq), a fabless semiconductor
company based in Newport Beach, CA.  Mr. Okada served as Interim
Vice President of Financial Reporting from September, 2008 through
April, 2009 of American Apparel, Inc. (APP - Amex), a publicly
traded vertically integrated apparel company.  Mr. Okada also
served as Chief Financial Officer and Treasurer of ExtruMed, LLC,
a medical device component manufacturer, from May, 2007 through
August, 2008.

Mr. Okada holds a Bachelor's of Science degree in Accounting from
Santa Clara University and is a Certified Public Accountant
(inactive), licensed in the state of California.

There is no family relationship between Mr. Okada and any of the
Company's directors or executive officers.

                          About Cereplast

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

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

                         Bankruptcy Warning

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

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

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

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

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

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

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

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

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

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

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


CHRISTINE PERSAUD: Legal Malpractice Suit Dismissed for Now
-----------------------------------------------------------
JOHN S. PEREIRA, as Chapter 7 Trustee of the Estate of Christine
Persaud, Plaintiff, v. EUGENE F. LEVY, Defendant, No. 12-MC-473
(E.D.N.Y.), brings claims for legal malpractice, negligence and
breach of fiduciary duty arising out of a commercial dispute and
subsequent arbitration proceeding involving Ms. Persaud.  The
defendant, who was Ms. Persaud's attorney at the arbitration
proceeding, moves for dismissal on the pleadings pursuant to
Federal Rule of Civil Procedure 12(b)(6).

In February 2009, in connection with a business dispute Ms.
Persaud was served with a letter notifying her of a third-party's
intent to arbitrate pursuant to a commercial agreement between Ms.
Persaud and the third-party.  Ms. Persaud retained the defendant
to represent her in the arbitration.

Rather than appear at the arbitration, the defendant filed
objections orally on the telephone as to the arbitrator's
jurisdictional authority over the dispute.  Alleged is that the
attorney was subsequently informed by the arbitrator to appear and
argue the merits of his objections in person at a hearing. He
failed to do so and an award was issued against Ms. Persaud on
March 31, 2009.

With respect to the malpractice and other claims, the central
issue is whether defendant, the attorney in the arbitration
proceeding, caused harm to Ms. Persaud by failing to appear at the
initial arbitration proceeding.

On April 17, 2009, the arbitration award was confirmed by order of
the Supreme Court, King's County, by default.  Nearly one year
after the award was confirmed, on May 26, 2010, Ms. Persaud filed
a voluntary petition for Chapter 11 bankruptcy.  The case was
subsequently converted to one under Chapter 7.  The bankruptcy
proceeding is ongoing.

On May 20, 2011, the Supreme Court's decision to confirm the
arbitration award was vacated by the Appellate Division of the
Second Department.  The motion to confirm remains unresolved.

On July 18, 2012, the Trustee in the bankruptcy proceeding filed a
motion to withdraw reference to the bankruptcy court.  That motion
was granted on Jan. 30, 2013.

According to Senior District Judge Jack B. Weinstein, because the
arbitration proceeding continues to make its way through the New
York State court system, the plaintiff's case is not ripe for
consideration.  It is not clear yet what, if any, damage was
suffered by the plaintiff.  The Defendant's motion to dismiss is
granted.  The case is closed administratively. Upon a letter from
either party, the case will be reopened.

A copy of Judge Weinstein's Feb. 1, 2013 Memorandum, Order and
Judgment is available at http://is.gd/QJMBV6from Leagle.com.

                     About Christine Persaud

Christine Persaud filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 10-44815) on May 26, 2010.  The case was converted to one
under Chapter 7 on April 8, 2011, and John Pereira was appointed
Chapter 7 Trustee on April 13, 2011.

The Chapter 7 Trustee initially sought authorization to employ the
law firm Pereira & Sinisi, LLP to assist in the administration of
the Estate.  However, on account of the "complex factual and legal
issues involved," the Trustee determined that it was "in the best
interests of the estate to retain a firm that not only can act as
bankruptcy counsel, but also has the capacity and expertise to
provide services in the areas of litigation, corporate, regulatory
and tax."  Accordingly, the Trustee moved to permit Troutman to be
appointed as substitute counsel in lieu of Pereira & Sinisi.

John P. Campo, Esq., and Lee W. Stremba, Esq., at Troutman Sanders
LLP, represent the Chapter 7 Trustee.


COMARCO INC: Dimensional Ceased to Own Shares as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2012, it does not beneficially own any shares of
common stock of Comarco Inc.  Dimensional Fund previously reported
beneficial ownership of 19,419 common shares or a 0.26% equity
stake as of Dec. 31, 2011.  A copy of the amended filing is
available at http://is.gd/QZURTi

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

The Company's balance sheet at Oct. 31, 2012, showed $3.95 million
in total assets, $7.98 million in total liabilities and a $4.03
million total stockholders' deficit.

After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.


COMARCO INC: T. Rowe Price Discloses 8.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, T. Rowe Price Associates, Inc., disclosed
that, as of Dec. 31, 2012, it beneficially owns 674,623 shares of
common stock of Comarco Inc. representing 8.8% of the shares
outstanding.  T. Rowe Price previously reported beneficial
ownership of 674,223 common shares or a 9.1% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/hddjZw

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

The Company's balance sheet at Oct. 31, 2012, showed $3.95 million
in total assets, $7.98 million in total liabilities and a $4.03
million total stockholders' deficit.

"The Company has experienced pre-tax losses from continuing
operations in the nine months ended October 31, 2012 and 2011
totaling $2.8 million and $3.9 million, respectively.  In
addition, the Company experienced pre-tax losses from operations
for fiscal 2012 totaling $5.3 million.  The Company also has
negative working capital and uncertainties surrounding the
Company's future ability to obtain borrowings and raise additional
capital.  These factors, among others, raise substantial doubt
about our ability to continue as a going concern."

After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.


COMMUNICATIONS CORP: S&P Withdraws Prelim 'B' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary
ratings, including its 'B' preliminary corporate credit rating on
Communications Corporation of America, because the company's
proposed refinancing transaction, which was initiated in October
2012, was not completed.


COMMUNITY CENTRAL: Knight Capital Discloses 11.3% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Knight Capital Americas, LLC, disclosed that,
as of Dec. 31, 2012, it beneficially owns 422,717 shares of common
stock of Community Central Bank Corporation representing 11.30%
based on outstanding shares reported on the Company's Form 10-Q
filed with the SEC for quarterly period ended Sept. 30, 2010.
Knight Capital previously reported beneficial ownership of
400,413 common shares or a 10.71% equity stake as of Nov. 30,
2012.  A copy of the amended filing is available at:

                        http://is.gd/bLvGtd

                      About Community Central

Community Central Bank Corporation is the holding company for
Community Central Bank in Mount Clemens, Michigan.  The Bank
opened for business in October 1996 and serves businesses and
consumers across Macomb, Oakland, St. Clair and Wayne counties
with a full range of lending, deposit, trust, wealth management
and Internet banking services.  The Bank operates four full
service facilities in Mount Clemens, Rochester Hills, Grosse
Pointe Farms and Grosse Pointe Woods, Michigan.  Community Central
Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and
northwest Indiana.  River Place Trust and Community Central Wealth
Management are divisions of Community Central Bank.  Community
Central Insurance Agency, LLC, is a wholly owned subsidiary of
Community Central Bank.  The Corporation's common shares currently
trade on The NASDAQ Capital Market under the symbol "CCBD".

The Company's balance sheet at Sept. 30, 2010, showed
$513.7 million in total assets, $501.6 million in total
liabilities, and stockholders' equity of $12.1 million.

"As of Sept. 30, 2010, due to the Corporation's significant
net loss from operations in the three and nine months ended
Sept. 30, 2010, deterioration in the credit quality of the
loan portfolio, and the decline in the level of its regulatory
capital to support operations, there is substantial doubt about
the Corporation's ability to continue as a going concern," the
Corporation said in its Form 10-Q for the quarter ended Sept. 30,
2010.

The Bank is currently subject to a "consent order" with the
Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Regulation and is "significantly
undercapitalized" under the FDIC's prompt corrective action (PCA)
rules and accordingly is operating under significant operating
restrictions.  The Consent Order requires Community Central Bank
to take corrective measures in a number of areas to strengthen and
improve the Bank's financial condition and operations.  The
Consent Order is effective as of November 1, 2010.  By entering
into the Consent Order, the Bank is directed and has agreed to
increase board oversight and conduct an independent study of
management, improve regulatory capital ratios, charge-off certain
classified assets, reduce its level of loan delinquencies and
problem assets, limit lending to certain borrowers, revise lending
and collection policies, adopt and implement new profit, strategic
and liquidity plans, and correct loan underwriting and credit
administration deficiencies.  The Consent Order also requires the
Bank to obtain prior regulatory approval before the payment of
cash dividends or the appointment of any senior executive officers
or directors.  The Bank also is not allowed to accept brokered
deposits without a waiver from the FDIC and must comply with
certain deposit rate restrictions.


COMMUNITY FINANCIAL: Richard Jacinto Discloses 14.5% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Richard Jacinto II disclosed that, as of Dec. 21,
2012, he beneficially owns 994,085 shares of common stock of
Community Financial Shares, Inc., representing 14.51% of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/3rYdu4

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


COMMUNITY FINANCIAL: Amends Prospectus for 3 Million Shares
-----------------------------------------------------------
Community Financial Shares, Inc., filed with the U.S. Securities
and Exchange Commission a pre-effective amendment no. 1 to the
Form S-1 registration statement relating to the distribution, at
no charge to the Company's shareholders, of non-transferable
subscription rights to purchase up to 3,000,000 shares of the
Company's common stock, no par value per share.  Subscription
rights will be distributed to persons who owned shares of the
Company's common stock as of 5:00 p.m. Eastern Time, on Dec. 20,
2012, the record date of the rights offering.

Each subscription right will entitle investors to purchase 2.4091
shares of the Company's common stock at the subscription price of
$1.00 per share.

The Company's common stock is quoted on the OTCQB under the
trading symbol "CFIS."  The last reported sales price of the
Company's shares of common stock on [    ], 2013 was $[    ] per
share.

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

                        http://is.gd/lvTOI2

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


CONVERTED ORGANICS: Has $374,000 Purchase Pact with Investors
-------------------------------------------------------------
Converted Organics Inc. entered into a letter agreement with two
institutional investors, which amended the Company's existing
Securities Purchase Agreement, dated as of Jan. 3, 2012, by and
between the Company and one of the institutional investors, to
provide for an additional closing pursuant to which the investors
agreed to purchase an aggregate original principal amount of
$374,000 of additional senior secured convertible notes and
additional warrants to purchase an aggregate of 155,833,332 shares
of the Company's common stock, $0.0001 par value.  The Notes and
the Warrants were issued pursuant to the Letter Agreement and the
Purchase Agreement at such additional closing on Feb. 5, 2012.

The Notes are being issued with an original issue discount and are
not interest bearing, unless the Company is in default on the
Notes, in which case the Notes carry an interest rate of 18% per
annum.  The Notes mature eight months after issuance.  The Notes
are convertible into shares of the Company's common stock.

Each Warrant is exercisable any time after issuance and have a
five year term.  Each Warrant provides that the holder is
initially entitled to purchase the number of shares of common
stock equal to 50% of the number of shares of common stock
issuable upon conversion in full of the applicable Note at an
initial exercise price of $0.0012.  If the Company makes certain
dilutive issuances, the exercise price of the Warrants will be
lowered to the per share price for the dilutive issuances and the
number of shares of Common Stock issuable upon exercise of the
Warrant will proportionally increase.  The exercise price and
number of shares of Common Stock issuable upon exercise of all the
Warrants are also subject to adjustment in the case of stock
splits, stock dividends, combinations of shares and similar
recapitalization transactions.  The exercisability of the Warrants
may be limited if, upon exercise, the holder or any of its
affiliates would beneficially own more than 4.9% of the Company's
common stock.

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

                        http://is.gd/JwZxMF

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.48 million in total assets, $4.15 million in total liabilities
and $329,663 in total stockholders' equity.

After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.


COOKE AQUACULTURE: S&P Withdraws 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Blacks Harbour, N.B.-based Cooke Aquaculture Inc., including its
'B-' long-term corporate credit rating.  The outlook had been
stable.

This rating action follows management's decision to not pursue a
refinancing of Cooke's debt obligations.


COUNTRYWIDE FIN'L: Delaware Judge Slams Lawyers over BofA Suit
--------------------------------------------------------------
Daniel Fisher, writing for Forbes, reported that Delaware Chancery
Court Judge Leo Strine delivered a scathing attack on lawyers who
tried to pursue a derivative suit against Bank of America over its
disastrous Countrywide purchase, saying they failed to come up
with a rational explanation for why BoA directors allegedly broke
the law.

Judge Strine said lawyers at Cooch & Taylor and Pomerantz Grossman
had not only failed to prove futility, but had tactically chosen
not to cite records that might explain why directors had chosen to
violate the law, the Forbes report further related. He dismissed
the suit without prejudice, saying another plaintiff with better
lawyers might find a valid reason to sue BoA directors over the
Countrywide fiasco, but not these, Forbes added.

Forbes related that derivative suits lie at the cheesy end of the
securities class-action business, where lawyers try to sue a
company's directors on behalf of shareholders, theoretically
because the company won't file such a suit itself. To level the
playing field, Delaware requires those lawyers to first ask the
company to sue itself, or prove that such a demand would be futile
because the directors have conflicts that prevent them from acting
in the company's best interests, the report added.

                    About Countrywide Financial

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

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


CPI CORP: Forbearance with Bank of America Expires Feb. 15
----------------------------------------------------------
CPI Corp. and its subsidiaries that are guarantors under the
Guarantee and Collateral Agreement dated as of Aug. 30, 2010,
entered into a Forbearance Agreement dated as of Jan. 29, 2013,
with Bank of America, N.A., as Administrative Agent for the
various financial institution parties identified as lenders in the
Credit Agreement dated as of Aug. 30, 2010, as amended several
times.

Pursuant to the Loan Agreement, as of Feb. 2, 2013, the Company
owes amounts totaling $97.4 million, which consists of unpaid
principal of $76.2 million, accrued and unpaid interest of
$21,000, accrued and unpaid PIK Obligations of $7.3 million,
letter of credit fees of $67,000 and Letters of Credit totaling
$13.8 million.

The Second Forbearance Agreement identified certain Events of
Default that existed under the Loan Documents as of the date of
Second Forbearance Agreement.  As of the date of this Third
Forbearance Agreement, the Existing Defaults are continuing and
have not been cured and the "Forbearance Period" has expired.

As a result of the defaults, the Agent has the right to exercise
its rights and remedies under the Credit Agreement, as amended.
Such remedies include, but are not limited to, the right to
enforce its security interest in the Company's collateral and to
pursue collection from the Company and other guarantors.

Under the Third Forbearance Agreement, the Agent, on behalf of
itself and for the benefit of each Lender, agrees to forebear from
exercising its rights and remedies under the Credit Agreement
through Feb. 15, 2013.  The Lenders will have no further
commitment to make revolving loans under the terms of the Loan
Agreement.  The Third Forbearance Agreement did not amend nor
increase the amount of the revolving commitment, nor did it cure
or waive the existing defaults.  Upon termination of the
forbearance period for any reason, the Agent is able to exercise
all rights and remedies granted to it under the Credit Agreement,
as amended.

The Third Forbearance Agreement also amended the termination date
of the Credit Agreement to the earlier of Feb. 15, 2013, or the
termination date of the Third Forbearance Agreement.

A copy of the Third Forbearance Agreement is available at:

                        http://is.gd/koxb2U

                           About CPI Corp.

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

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

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


CUI GLOBAL: James Besser Discloses 6.4% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Manchester Management Company, LLC, and James
E. Besser disclosed that, as of Dec. 31, 2012, they beneficially
own 691,665 shares of common stock of CUI Global, Inc.,
representing 6.4% of the shares outstanding.  The reporting
persons previously disclosed beneficial ownership of 664,154
common shares or a 6.1% equity stake as of Nov. 28, 2012.  A copy
of the amended filing is available at http://is.gd/B2gnB0

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


DCB FINANCIAL: M3 Funds Discloses 7.2% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, M3 Funds, LLC, and its affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 521,208 shares of
common stock of DCB Financial Corp. representing 7.2% of the
outstanding shares of common stock.  M3 Funds previously reported
beneficial ownership of 509,626 common shares or a 7.1% equity
stake as of Dec. 3, 2012.  A copy of the amended filing is
available for free at http://is.gd/rNosKT

                         About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements.  The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."

The Company's balance sheet at Dec. 31, 2012, showed $506.49
million in total assets, $458.10 million in total liabilities and
$48.39 million in total stockholders' equity.


DELPHI CORP: Moody's Rates New $800MM Sr. Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Delphi
Corporation's new $800 million of senior unsecured notes. Delphi
Corporation is the U.S. based subsidiary of Delphi Automotive,
PLC. Delphi is the ultimate parent company guarantor of Delphi
Corporation's rated debt. In a related action, Moody's affirmed
Delphi Corporation's Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating, raised the rating of the existing
senior unsecured notes to Ba1, and affirmed the Baa2 rating of the
senior secured credit facilities. The Speculative Grade Liquidity
rating was affirmed at SGL-2. The rating outlook is stable.

Delphi Corporation expects to use the proceeds from the $800
million senior unsecured note offering to repay a portion of the
term loan indebtedness under its bank credit agreement and for
general corporate purposes. As a result of the expected reduction
of senior secured debt, the senior unsecured notes will benefit
from the prospect of a stronger recovery rate. This benefit is
reflected in the raised rating of the senior unsecured notes.

The following rating was assigned:

  Ba1 (LGD4, 62%) to the new $800 million senior unsecured note
  due 2023;

The following ratings were raised:

  Senior unsecured notes due 2019, to Ba1 (LGD4, 62%) from Ba2
  (LGD5 70%);

  Senior unsecured notes due 2021, to Ba1 (LGD4, 62%) from Ba2
  (LGD5 70%);

The following ratings were affirmed:

  Corporate Family Rating, at Ba1;

  Probability of Default, at Ba1-PD;

  SGL-2, Speculative Grade Liquidity Rating;

  Existing senior secured revolving credit facility, at Baa2
  (LGD2 16%);

  Existing senior secured term loan A due 2016, at Baa2 (LGD2
  16%);

  Existing senior secured term loan B due 2017, at Baa2 (LGD2
  16%);

Ratings Rationale

The Ba1 Corporate Family Rating and stable rating outlook
incorporates Delphi's strong credit metrics balanced by high
customer concentrations, ongoing original equipment manufacturer
(OEM) price down agreements, and exposure to volatile raw material
costs. With Delphi's top five customers representing about 47%
revenues, the company remains reliant on the success of a limited
number of automotive OEM platforms. Delphi has positioned over 90%
of its labor force in low cost countries to help support a
competitive cost structure throughout the cycle of the auto
industry. Yet, Delphi will need to find additional operating
efficiencies on an ongoing basis. Delphi also may be challenged to
pass-on raw material price increases if a return to more robust
growth in Asian economies were to increase demand for certain
commodities. Delphi's strong cost structure and ability to
increase penetration in its electronics/electronic architecture
segment has supported strong profit margins despite regional
challenges in Europe.

Delphi Corporation has met many of the previously established
thresholds for a positive rating action including EBIT margins at
10% and Debt/EBITDA below 2.0x. Yet, with 41% of revenues derived
from Europe, Delphi remains highly exposed to weak automotive
trends in that region. The company's SGL-2 Speculative Grade
Liquidity Rating is expected to be supported by the completion of
proposed financing transaction. Delphi's competitive position and
scale, including the full-year impact of the acquisition of FCI
Group's Motorized Vehicles Division, are also supportive of its
credit profile.

However, Delphi is expected to face a challenging global
automotive industry environment over the near-term as global
growth in automotive sales, expected by Moody's to be about 3% in
2013, is mired by continuing regional macroeconomic challenges in
Europe (41% of 2012 revenues), and other regions. Delphi has
initiated significant restructuring actions, primarily in Europe,
resulting in an increase in anticipated restructuring charges to
$300 million from $250 million. These actions are expected to
include workforce reductions as well as plant closures.

In addition, Delphi's ratings continue to be constrained by the
disproportionate level of profitability generated from the
company's non-guarantor entities compared to the domestic issuer
of the company's debt. According to the company's note offering,
for fiscal year-end 2012 the subsidiaries of Delphi, other than
the issuer and those subsidiaries that are guarantors, generated
operating income of $1,067 million (72% of consolidated operating
income) and had total assets of $7,872 million (or 77% of
consolidated total assets). This structure results in a strong
potential for the company's rated debt to be heavily subordinated
to the obligations of the company's non-guarantor subsidiaries.

Given the uncertainty around European markets, the potential for
upward movement in Delphi's rating will related to its ability to
sustain strong credit metrics and continue to demonstrate
sufficient free cash flow generation that support balanced
shareholder return policies over the near-term. In addition,
following the repayment of any portion of the senior secured
indebtedness, Moody's will assess the preservation of financial
and other covenants protecting conditions, including any
limitations on subsidiary indebtedness, given the fact that the
bulk of earnings and assets are at non-guarantor subsidiaries.

Factors that have the potential to lower Delphi's rating or
outlook include: deterioration of automotive demand or greater raw
material cost pressures resulting in EBIT margins approaching 7%,
as well as debt funded acquisitions or other large shareholder
actions. Consideration for a lower outlook or rating could result
if any of these factors lead to Debt/EBITDA above 2.5x or a
deterioration in liquidity.

Delphi's SGL-2 Speculative Grade Liquidity Rating incorporates
Moody's anticipation that Delphi will maintain a good liquidity
profile over the near-term supported by strong cash balances, free
cash flow generation, and availability under its revolving credit
facility. As of December 31, 2012, Delphi had unrestricted cash
and cash equivalents of $1.1 billion. The company's strong EBIT
margins should support positive free cash generation over the
near-term under a global automotive industry environment of modest
growth, high product penetration in the electronic/electronic
architecture segment, and uneven regional macro-economic
conditions. The $1.3 billion revolving credit facility was
unfunded at December 31, 2012 with about $9 million of letters of
credit outstanding. The only financial covenant under the bank
credit facility is a net leverage ratio test for which the company
has ample covenant cushion over the near-term.

Delphi Automotive, PLC is a supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. Delphi operates globally and has a
diverse customer base, including every major vehicle manufacturer.
Revenues in 2012 were approximately $15.5 billion.

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


DELPHI AUTOMOTIVE: S&P Affirms 'BB+' CCR; Rates $800MM Notes 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on Delphi Automotive PLC (the parent of
Delphi Corp.).  S&P revised the outlook to positive from stable.

S&P also assigned its 'BB+' issue rating and '3' recovery rating
to Delphi Corp.'s proposed $800 million issuance of senior
unsecured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in a payment default
scenario.  Delphi will use proceeds from the notes issuance to
repay the its existing term loans.  Delphi Corp. is based in Troy,
Mich., although the parent company is incorporated in Jersey.

The ratings on Delphi reflect S&P's assessment of Delphi's
financial risk profile as "intermediate" and the business risk
profile as "fair."  "Our financial risk assessment incorporates
our assumption that current credit metrics and free cash flow are
sustainable," said Standard & Poor's credit analyst Nancy Messer.

S&P's business risk assessment takes into account Delphi's product
diversity, cost base, and ability to sustain recent profitability,
even if the key European market declines at least 5% in 2013.  The
rating also incorporates S&P's view of Delphi's liquidity as
"adequate" under S&P's criteria and the company's lack of large
near-term debt maturities.

"We expect that Delphi's lease-adjusted total debt to EBITDA will
remain at about 2x and that adjusted free operating cash flow to
total debt will remain more than 10% during a normal downturn and
at least 15% in stronger times (adjusted was about 26% for 2012).
Our assumptions for 2013 include a revenue increase, year over
year, in the mid-single digits because of new business wins, a
full year of the MVL acquisition, and expectations for flat global
production growth.  We expect EBITDA margin approaching 15% (per
our calculation) because of the contribution from MVL (connector
segment), which Delphi acquired in late 2012; continued cost-side
restructuring in the European market; and a 26% increase in
depreciation and amortization year over year.  Credit metrics
resulting from these assumptions include free operating cash flow
(after capital spending) to adjusted total debt of more than 30%.
We estimate that leverage for 2013 will remain comfortably below
2x," S&P said.

Delphi's fair business risk profile reflects its participation in
the volatile and competitive global auto supplier industry.  The
industry is highly cyclical and characterized by high fixed costs,
capital intensity, volatile raw material costs, and intense
pricing pressure from customers and competitors.  The fair
business risk profile assessment also reflects S&P's belief that
Delphi can continue its current profitability gains because of its
focused competitive position (following emergence from several
years in bankruptcy); restructured cost base, including a large
portion of low cost labor in the workforce; established No. 1 or
No. 2 market share for about 70% of its sales; global
manufacturing footprint; and relatively diverse customer base.
S&P believes its value-added products (such as powertrain and
electrical components) support the potential for the company to
continue earning good double-digit gross margins.

Still, the company has limited end-market diversity.  About 80% of
its sales are to global manufacturers of light vehicles in a
highly cyclical and competitive market and about 41% of sales were
in Europe in 2012.  Delphi faces uncertainty regarding costs of
the European Commission investigation into possible
anticompetitive practices at Delphi and some of its competitors.
S&P's rating assumes that Delphi could incur a sizable penalty of
about $500 million resulting from this situation without hurting
the rating.  The company is also exposed to a potential
unfavorable change in its U.S. tax obligation, since it is
incorporated in the non-U.S. jurisdiction of Jersey.

Delphi's profitability has improved since its emergence from
bankruptcy in October 2009, partly because of higher industry
production volumes.  Still, S&P believes Delphi's aggressive
restructuring activities during its multiyear stay in bankruptcy
is a benefit because of fewer business segments, more diversity
of customers, and reduced costs.  In Europe, S&P assumes Delphi
can mitigate the ongoing downturn because of newly implemented
restructuring initiatives and a relatively flexible manufacturing
cost structure.  Still, high operating leverage remains a risk and
could lead to a disproportionate decline in profitability if
demand were to drop more than S&P assumes.

"Our positive rating outlook on Delphi means there is a one-third
probability that we could raise the ratings in the next year.  An
upgrade would be based upon us revising our business profile
assessment to satisfactory, under our criteria, from fair because
we believed the company could demonstrate the sustainability of
its business strategy and profitability in the mid-double-digit
EBITDA margin range Given the cyclicality of the auto industry,
combined with consistent pricing pressures and exposure to
volatile commodity costs, few North American auto suppliers we
rate have a satisfactory business risk profile in our assessment,"
S&P added.

S&P would also need to think that the company's financial policies
would be consistent with an investment-grade rating (of 'BBB-')
including balancing the demands of shareholders for returns on
capital in light of industry cyclicality.  S&P also assumes that
Delphi can sustain its existing credit measures and strong cash
flow generation in the volatile vehicle markets that S&P expects
for 2013.  S&P expects continued demand growth in emerging
markets, lower light vehicle production in Europe, and single-
digit light vehicle sales growth in North America despite the weak
economy.

Additional factors that S&P would consider for an upgrade include:

   -- S&P's view of ultimate resolution of the European antitrust
      investigation of certain auto suppliers, including Delphi,
      taking account of the financial impact on the company and
      any impact on future business prospects;

   -- The ability of the business to retain its competitive
      position and profitability in diverse markets over the
      intermediate term;

   -- S&P's view of the permanence of Delphi's cost base
      improvements and, therefore, that the ability of the company
      can sustain adjusted margins of at least 13%, by S&P's
      calculation, in the existing environment of rising auto
      production volumes; and

   -- S&P's expectation that free operating cash flow to total
      debt will be 25% or better in market upturns and at least
      10% in a downturn.  S&P would look for the company to
      achieve debt to total capital of 45% or lower, including
      S&P's adjustments, and assume the company will maintain
      leverage at no more than 2x.

Alternatively, consistent with S&P's base case, it could revise
the outlook to stable if it believed global auto markets would not
improve as it currently assumes, which could occur if the North
American economic recovery falters or the European downturn is
more severe than S&P currently observe.  This could prevent the
company from maintaining the financial measures that S&P would
expect for the rating in the near term.  For example, S&P could
revise the outlook to stable if it believed free operating cash
flow to adjusted total debt would be less than 10%, perhaps
because of decreased revenues year-over-year in 2013 and a drop in
gross margins to less than 25%.  S&P could also revise the outlook
to stable if the company used cash in any quarter for a reason S&P
believed would be likely to persist.  The financing of a
transforming acquisition, which S&P has not incorporated into the
rating, could also cause it to reassess its positive outlook.


DENNY'S CORP: BlackRock Discloses 5.8% 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 5,498,911 shares of common
stock of Denny's Corporation representing 5.87% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 5,659,127 common shares as of Dec. 30, 2011.  A copy of the
amended filing is available for free at http://is.gd/ja1054

                     About Denny's Corporation

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

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

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

                           *     *     *

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


DENNY'S CORP: Vanguard Group Discloses 5.7% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that, as of
Dec. 31, 2012, it beneficially owns 5,366,216 shares of common
stock of Denny's Corp. representing 5.72% of the shares
outstanding. Vanguard Group previously reported beneficial
ownership of 4,979,682 common shares or a 5.16% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                         http://is.gd/15WdXx

                      About Denny's Corporation

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

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

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

                           *     *     *

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


DEWEY & LEBOEUF: Inks Clawback Deal with Retired Partners
---------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the bankruptcy
trustee overseeing Dewey & LeBoeuf LLP's liquidation has reached a
settlement with two groups of retired partners who opposed a $71.5
million partner contribution plan, agreeing to return some
retirement benefits and pay they received before the firm's 2012
collapse.

Trustee Albert Togut said the former partners committee, or FPC,
and the retired partners ad hoc committee, or AHC, have agreed
that each group member will pay either $5,000 or 25 percent of
payments received from Dewey in 2011 and 2012, the report said.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEX ONE: March 13 Stockholder Meeting Set for Proposed Merger
-------------------------------------------------------------
Dex One Corporation and SuperMedia Inc. disclosed on Feb. 11 that
each company will hold a special stockholder meeting on March 13,
2013 to vote on the proposed merger of the companies as announced
in August 2012.  Both companies are mailing a joint proxy
statement/prospectus to their respective stockholders this week.
Newdex, Inc., a wholly owned subsidiary of Dex One, also filed a
registration statement with the Securities and Exchange Commission
that provides details of the proposed merger.

The companies expect to complete the transaction in the first half
of 2013.

Dex One will hold its stockholder meeting on March 13, at 1:00
p.m. Eastern, at Dex One's corporate headquarters located at 1001
Winstead Dr., Cary, NC 27513.  SuperMedia will hold its
stockholder meeting on March 13, at 12:00 p.m. Central, at
SuperMedia's corporate headquarters located at 2200 West Airfield
Dr., D/FW Airport, TX 75261.

Each company's stockholders of record as of January 25, 2013 are
entitled to vote at their respective meeting.  The boards of
directors of both companies have unanimously recommended approval
of the merger.

To date, a significant majority of senior lenders for both
companies support the transaction.  In the event the companies do
not obtain unanimous support from their remaining lenders, either
or both companies may seek to complete the merger by means of a
pre-packaged bankruptcy.

By merging, the two companies expect to accelerate the
transformation of the newly combined business and:

-- Improve Positioning for Growth -- National scale and scope -
more than 3,100 marketing consultants across the U.S.

-- Greater market share - supporting more than 670,000 businesses

-- Improve Quality and Productivity -- Offering a complete suite
of social, mobile and local marketing solutions

-- Capture marketing consultant expertise and best practices from
the two companies

-- Engage the best technology systems and platforms, operating
processes, tools and client care techniques

-- Strengthen the Combined Company's Balance Sheet -- Expense
synergies

-- Efficient use of tax assets

-- Enhance cash flow

-- Extend runway for payment of senior debt

                          About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

                            *     *     *

As reported by the Troubled Company Reporter on Jan. 31, 2013,
Standard & Poor's Ratings Services revised its 'CCC' rating
outlook on Dex One Corp. to negative from developing.  Existing
ratings on the company, including the 'CCC' corporate rating, were
affirmed.

"The outlook revision to negative reflects our view that the
company has sufficient lender support to effectively pursue a
prepackaged reorganization," said Standard & Poor's credit analyst
Chris Valentine.

"It also reflects our expectation, given the large lender group
and the diversity of lender interests, that the company may not
get support from all of its lenders to amend its credit agreement
out-of-court.  If Dex One files for bankruptcy, we would lower our
corporate credit rating to 'D' and reassess the corporate credit
rating, business risk, and financial risk of the combined company
after emergence," S&P added.

"Our 'CCC' corporate credit rating reflects Standard & Poor's
Ratings Services' view of the company's strong motivation to use
the bankruptcy court to complete its proposed merger with
SuperMedia, and our assessment of its business risk profile as
"vulnerable" and financial risk profile as "highly leveraged."
Furthermore, the rating reflects continued structural and cyclical
decline in the print directory sector, increased competition from
online and other distribution channels as small business
advertising expands across a greater number of marketing channels,
and the potential for additional subpar debt repurchases.  Our
management and governance assessment is fair," S&P noted.

The negative rating outlook reflects S&P's expectation that Dex
One may pursue a voluntary prepackaged bankruptcy reorganization
plan to consummate the merger agreement with SuperMedia.  S&P
could also lower its rating if declining business fundamentals
hinder 2014 debt refinancing or if S&P becomes convinced the
company could violate financial covenants as a result of a faster-
than-expected decline in EBITDA.


DRYSHIPS INC: Launches Public Offering of Ocean Rig Shares
-----------------------------------------------------------
DryShips Inc. on Feb. 11 disclosed that it is offering 5,000,000
common shares of Ocean Rig that it owns in an underwritten public
offering pursuant to Ocean Rig's effective shelf registration
statement on Form F-3ASR filed with the Securities and Exchange
Commission.  Following the completion of the offering, DryShips is
expected to own approximately 61.3% of Ocean Rig's outstanding
shares.

Deutsche Bank Securities and Credit Suisse are acting as joint
book-running managers for the offering.

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of
Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers
(including newbuildings), comprising 7 Capesize, 31 Panamax and 2
Supramax, with a combined deadweight tonnage of over 3.6 million
tons and 6 offshore oil deep water drilling units, comprising of
2 ultra deep water semisubmersible drilling rigs and 4 ultra deep
water newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

The Company reported a net loss of US$47.28 million in 2011,
compared with net income of US$190.45 million during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed
US$8.62 billion in total assets, US$4.68 billion in total
liabilities, and US$3.93 billion in total equity.


DVORKIN HOLDINGS: Marcus & Millichap to Sell Mixed Use Properties
-----------------------------------------------------------------
Gus A. Paloian, the chapter 11 trustee of Dvorkin Holdings LLC,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Marcus and Millichap as real estate broker.

The Chapter 11 Trustee will pay the firm a commission in
connection with the sale of six residential or mixed use-
properties owned by the Debtor.

The broker's commission will consist of (a) 5% of the first
$1 million of the sale proceeds, and (b) 4% for every $1 of sale
proceeds that exceed $1 million.

Pursuant to a declaration by John Abuja, the vice president of the
investment broker, the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The Chapter 11 trustee has retained several real estate brokers to
assist with the marketing and sale of the Debtor's assets.

                      About Dvorkin Holdings

Dvorkin Holdings LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.

The Debtor has ownership interests it at least 70 parcels of real
property, including office, retail, industrial and residential
properties in Chicago and surrounding suburbs.  The Debtor
estimated total assets of at least $10 million and debts of up to
$10 million.

Bankruptcy Judge Jack B. Schmetterer oversees the case.  Michael
J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, in
Wheaton, Illinois, served as counsel to the Debtor.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 trustee.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.


DVORKIN HOLDINGS: Prudential Approved as Broker for Chicago Lot
---------------------------------------------------------------
Gus A. Paloian, the chapter 11 trustee of Dvorkin Holdings LLC,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Prudential Rubloff Properties as real estate broker with
respect to certain of the Debtor's property consisting of two
single family homes and a vacant lot in the City of Chicago.

The Chapter 11 Trustee proposed to pay a broker's commission to
Prudential and any other broker working cooperatively with
Prudential for the sale of the property.  The broker's commission
will consist of:

   a. a flat fee of $2,000 on the vacant lot, and

   b. in regards to the two single homes:

      -- 5% of the gross purchase sales price if the property is
         sold cooperatively;

      -- 3.5% of the gross purchase sales price of the property if
         the property is not sold cooperatively; and

      -- 3% of the gross purchase sales price of the property if
         the property is sold to an existing tenant.

Michelle Browne, sales agent of the broker, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The Chapter 11 trustee has retained several real estate brokers to
assist with the marketing and sale of the Debtor's assets.

                      About Dvorkin Holdings

Dvorkin Holdings LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.

The Debtor has ownership interests it at least 70 parcels of real
property, including office, retail, industrial and residential
properties in Chicago and surrounding suburbs.  The Debtor
estimated total assets of at least $10 million and debts of up to
$10 million.

Bankruptcy Judge Jack B. Schmetterer oversees the case.  Michael
J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, in
Wheaton, Illinois, served as counsel to the Debtor.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 trustee.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.


DVORKIN HOLDINGS: Colliers to Broker Six Properties
---------------------------------------------------
Gus A. Paloian, the chapter 11 trustee of Dvorkin Holdings LLC,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Colliers International as real estate broker and pay the
broker any earned commission.

Colliers will market property consisting of six residential or
mixed-use properties of the Debtor.  It will be paid on a
commission basis consisting of (a) 5% of the first $1 million of
the sale proceeds, and (b) 4% for every $1 of sale proceeds that
exceed $1 million.

Peter Block, the vice president of the broker, attests the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Chapter 11 trustee has retained several real estate brokers to
assist with the marketing and sale of the Debtor's assets.

                      About Dvorkin Holdings

Dvorkin Holdings LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.

The Debtor has ownership interests it at least 70 parcels of real
property, including office, retail, industrial and residential
properties in Chicago and surrounding suburbs.  The Debtor
estimated total assets of at least $10 million and debts of up to
$10 million.

Bankruptcy Judge Jack B. Schmetterer oversees the case.  Michael
J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, in
Wheaton, Illinois, served as counsel to the Debtor.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 trustee.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.


DVORKIN HOLDINGS: Brown Commercial Hired to Sell 3 Properties
-------------------------------------------------------------
Gus A. Paloian, the chapter 11 trustee of Dvorkin Holdings LLC,
sought and obtained (i) permission from the U.S. Bankruptcy Court
to employ Brown Commercial Group, Inc. as real estate broker and
(ii) authority to pay any earned commission.

Brown will market and sell three commercial or industrial
properties owned by the Debtor.  The firm will be paid a broker's
commission consisting of:

  (a) 5% of the first $1 million of the sale proceeds, and

  (b) 4% for every $1 of sale proceeds that exceed $1 million.

Dan Brown, the president of the broker, attests the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Dvorkin Holdings

Dvorkin Holdings LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.

The Debtor has ownership interests it at least 70 parcels of real
property, including office, retail, industrial and residential
properties in Chicago and surrounding suburbs.  The Debtor
estimated total assets of at least $10 million and debts of up to
$10 million.

Bankruptcy Judge Jack B. Schmetterer oversees the case.  Michael
J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, in
Wheaton, Illinois, served as counsel to the Debtor.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 trustee.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.


E*TRADE: S&P Revises Outlook to Developing; Affirms 'B-' ICR
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on E*TRADE Financial Corp. and E*TRADE Bank (collectively,
E*TRADE) to developing from stable.  Standard & Poor's also said
that it affirmed its 'B-' issuer credit and senior unsecured debt
ratings on E*TRADE Financial Corp. and its 'B+/B' issuer credit
and certificate of deposit ratings on E*TRADE Bank.

The outlook revisions and rating affirmations follow E*TRADE's
recent full-year 2012 earnings release and reflect S&P's
evaluation of the company's progress over the past six months in
executing the strategy and capital plan it had submitted to
banking regulators in mid-2012.  The regulators will factor
E*TRADE's success or failure in meeting this plan in determining
whether the bank can resume upstreaming dividends to the holding
company.

"The developing outlook reflects our view that there is a one-in-
three probability that we could raise the issuer credit ratings
and a one-in-three probability we could lower the issuer credit
ratings over the next 18 months to 36 months," said Standard &
Poor's credit analyst Charles Rauch.

S&P could raise the ratings if E*TRADE receives permission from
the regulators to upstream dividends from the bank to the holding
company and it uses these dividends for the benefit of bondholders
(such as to pay down debt maturing in 2016).  S&P could lower the
ratings if E*TRADE does not receive approval from the regulators
by year-end 2014 to upstream dividends from the bank or if it
squanders the dividends received (such as by completing share
buybacks), thereby making the company's ability to meet the 2016
debt maturities less certain.


EASTMAN KODAK: Seeks Approval to Revise Signet Agreement
--------------------------------------------------------
Eastman Kodak Co. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to revise the terms of its
trademark license agreement with Signet Armorlite Inc.

The agreement signed on May 1, 1992 granted Signet a non-exclusive
license to use specified Kodak trademarks and graphic designs on
prescription eyeglass lenses and related products.

Under a revised deal, Signet will continue to use Kodak trademarks
in exchange for a single upfront royalty payment of $30.6 million.
The terms of the agreement will also be extended from December 31,
2014 to December 31, 2029.  The revised agreement is available
without charge at http://is.gd/LWlWO6

A court hearing is scheduled for Feb. 20.  Objections are due by
Feb. 15.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


ECOSPHERE TECHNOLOGIES: Dennis McGuire Holds 18.1% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dennis and Jacqueline McGuire disclosed that,
as of Dec. 31, 2012, they beneficially own 33,237,820 shares of
common stock of Ecosphere Technologies, Inc., representing 18.1%
of the shares outstanding.  The reporting persons previously
reported beneficial ownership of 29,354,487 common shares or a
17.1% equity stake as of Dec. 31, 2011.  A copy of the amended
filing is available at http://is.gd/HvtA4s

                  About Ecosphere Technologies

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

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

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


ELPIDA MEMORY: Slams Creditors' Attempt to Undo $17.5M Deals
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the bankrupt
Elpida Memory Inc. asked a Delaware bankruptcy court Friday not to
reconsider approving $17.5 million worth of patent deals with
Micron Technology Inc. and Rambus Inc., saying the court properly
vetted the transactions in spite of creditor claims to the
contrary.

Elpida's foreign representatives in the Chapter 15 case told U.S.
Bankruptcy Judge Christopher S. Sontchi that the court should not
require further discovery regarding the company's motives for the
transactions, resisting requests from U.S. bondholders who asked
for further depositions of company executives, the report related.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


ENER1 INC: To Pay $4M to Settle Suit Over Failed Car Investment
---------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a New York federal
judge on Friday signed off on a $4.2 million settlement between
Ener1 Inc. and a consolidated class of shareholders suing the
lithium-ion battery manufacturer over its failed investments in
Norwegian electric carmaker Think Global AS.

The settlement order, signed by U.S. District Judge Paul Crotty,
certifies a class of shareholders who had alleged Ener1 misled
investors about the deleterious financial effects of its
investment in Think Global, the report related.

                            About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by
Delphi, develops Li-ion batteries, battery packs and components
such as Li-ion battery electrodes and lithium electronic
controllers for lithium battery packs; EnerFuel develops fuel cell
products and services; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.

The U.S. Bankruptcy Court in the Southern District of New York
confirmed the Company's Plan of Reorganization on Feb. 28, 2012,
and the Plan became effective on March 30, 2012.

The Plan provides for a restructuring of the Company's long-term
debt and the infusion of up to $86 million of new capital pursuant
to the terms and subject to the conditions of the equity
commitment agreement that will provide both exit financing and
working capital to conduct the continued operation of the
Company's consolidated subsidiaries.  The first $55 million under
the Exit Financing will be provided by Bzinfin, and will be
comprised of cash plus the principal amount outstanding under the
DIP Facility, which amount will be converted into New Preferred
Stock.  The balance of $31 million will be provided by Bzinfin
together with the other Participating Lenders.

Pursuant to the Plan, the Company's $57.3 million in outstanding
principal amount of Tranche A and Tranche B 8.25% senior unsecured
notes, $10.0 million in outstanding principal amount of 6% senior
convertible notes and the Company's Line of Credit Facility, under
which $11.2 million principal is outstanding will be terminated in
exchange for (i) a combination of shares of new common stock, par
value $0.01 per share, issued by the reorganized Company.

Aside from the restructured long-term debt, the claims of general
unsecured creditors are unimpaired and will be paid by the Company
in full in the ordinary course of business pursuant to the Plan.

Pursuant to the Plan, all of the Company's currently outstanding
Common Stock will be canceled on the Effective Date without
receiving any distribution.  The U.S. Bankruptcy Court in the
Southern District of New York confirmed the Company's Plan of
Reorganization on Feb. 28, 2012, and the Plan became effective on
March 30, 2012.


FIBERTOWER CORP: Seeks to Sell Wireless Assets to Verizon
---------------------------------------------------------
BankruptcyData reported that FiberTower filed with the U.S.
Bankruptcy Court a motion to sell assets that are primarily
utilized by the Debtors to provide wireless backhaul services in
the State of Ohio to Cellco Partnership (dba Verizon Wireless)
free and clear for $1.5 million.

Verizon Wireless will also pay the pre-closing, monthly operating
costs incurred by the Debtors in connection with operating the
business in an amount not to exceed $258,000 per month and a
monthly fee of $20,000 for certain transition services relating to
the assets following the closing, according to the report.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FPB BANCORP: Knight Capital Discloses 5.7% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Knight Capital Americas, LLC, disclosed that, as of
Dec. 31, 2012, it beneficially owns 117,602 shares of common stock
of FPB Bancorp, Inc., representing 5.71% based on outstanding
shares reported on the Company's Form 10-Q filed with the SEC for
the period ending March 31, 2011.  A copy of the filing is
available for free at http://is.gd/CLna4t

                         About FPB Bancorp

Port St. Lucie, Fla.-based FPB Bancorp, Inc., owns 100% of the
outstanding common stock of First Peoples Bank and the Bank owns
100% of the outstanding common stock of Treasure Coast Holdings,
Inc.  The Bank offers a variety of community banking services to
individual and corporate customers through its six banking offices
located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and
Palm City, Florida.  The Bank's subsidiary, Treasure Coast
Holdings, Inc., was incorporated in June 2008 for the sole purpose
of managing foreclosed assets.

The Company's balance sheet at March 31, 2011, showed
$228.06 million in total assets, $225.79 in total liabilities, and
stockholders' equity of $2.27 million.

As reported in the TCR on April 26, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, expressed substantial doubt about
FPB Bancorp's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's operating and capital requirements, along with
recurring losses.


FREDERICK'S OF HOLLYWOOD: Receives NYSE MKT Delisting Notice
------------------------------------------------------------
Frederick's of Hollywood Group Inc. on Feb. 12 disclosed that on
February 6, 2013, it received a notice from the NYSE MKT of its
intent to delist the Company's common stock based on the Company's
continued non-compliance with the stockholders' equity
requirements for continued listing as set forth in Sections
1003(a)(i-iii) of the Exchange Company Guide.

The Company has decided not to request a hearing to appeal the
delisting determination, and its common stock is expected to be
suspended from the Exchange effective at the open of the market on
February 22, 2013.  The Company intends to remain current in its
SEC reporting obligations, and expects that its common stock will
be quoted and traded on the OTCQB Marketplace upon delisting from
the Exchange, or as soon as practicable thereafter, under a new
four-character symbol that the Company will announce prior to the
opening of trading.  The OTCQB is a market tier operated by the
OTC Market Group Inc. for qualifying companies that are not listed
on a national securities exchange.

"Although we are disappointed with the Exchange's decision to move
forward with delisting proceedings, we will continue to be a fully
reporting company with the SEC and do not expect our move to the
OTCQB to impact our business.  We remain committed to unlocking
the value of the Frederick's of Hollywood brand for our
shareholders," stated Thomas Lynch, the Company's Chairman and
Chief Executive Officer.

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of
$12.05 million for the year ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $42.66
million in total assets, $48.44 million in total liabilities and a
$5.77 million total shareholders' deficiency.


FRIENDFINDER NETWORKS: Fails to Comply With Nasdaq Requirements
---------------------------------------------------------------
FriendFinder Networks Inc. received a letter from The Nasdaq Stock
Market LLC stating that FFN had failed to comply with the $1.00
minimum bid price required for continued listing of its common
stock under Rule 5450(a)(1) and the minimum $15,000,000 market
value of its publicly held shares under Rule 5450(b)(2)(C) during
the 180 calendar days ending on Feb. 5, 2013, that had been
previously provided to FFN to regain compliance and, as a result,
FFN's common stock is subject to delisting from The Nasdaq Global
Market.  FFN intends to appeal the Nasdaq staff determination to a
Nasdaq Listings Qualifications Panel.  Although there can be no
assurance that the Panel will grant FFN's request for continued
listing, the appeal will stay the delisting of FFN's stock from
The Nasdaq Global Market pending the Panel's decision.

                       Forbearance Extension

On Feb. 4, 2013, FFN and Interactive Network, Inc., entered into
the First Amendment to the Forbearance Agreements previously
entered into on Nov. 5, 2012, with the holders of approximately
94% of the Issuers' 14% Senior Secured Notes due 2013 and the
holders of 100% of the Cash Pay Secured Notes due 2013.  The
Amendments extend the forbearance period to May 6, 2013, unless
certain events are triggered before that date.  Additionally, the
Issuers were obligated under the indentures governing the terms of
the notes to make an excess cash flow prepayment on Feb. 4, 2013,
based upon excess cash flow of the Issuers and their subsidiaries
for the quarterly period ended Dec. 31, 2012.  Although the
Issuers had sufficient cash on hand to make the excess cash flow
payment due on Feb. 4, 2013, the Issuers elected to refrain from
making the excess cash flow payment in order to conserve cash and
take advantage of what management believes are current favorable
market conditions to refinance the Issuer's debt.

A copy of the First Amendment to Forbearance Agreement is
available for free at http://is.gd/8QKwg0

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

The Company's balance sheet at Sept. 30, 2012, showed $462.18
million in total assets, $629.24 million in total liabilities and
a $167.06 million total stockholders' deficiency.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


GRACE W. ENMON: Counsel Sanctioned for Bad Faith Filing
-------------------------------------------------------
Bankruptcy Judge Bill Parker ruled on the request of Prospect
Capital Corporation for sanctions against the dismissed debtor,
Grace W. Enmon, and her general bankruptcy counsel of record,
Jesse Blanco.  Prospect contends the Debtor's bankruptcy petition
was filed for the improper purpose of unnecessarily delaying the
prosecution of a fraudulent transfer action that was on the eve of
trial in the Southern District of Texas.

The former Debtor, Grace W. Enmon, is an elderly woman whose son,
Michael Enmon, is a judgment debtor to Prospect.  Michael's
judgment debt to Prospect arises from a $2.3 million judgment
entered on Oct. 15, 2008 by the U.S. District Court for the
Southern District of New York. As one means to uncover assets to
satisfy its judgment, Prospect initiated a lawsuit in February
2011 before the U.S. District Court for the Southern District of
Texas, alleging that Michael had attempted to shield his assets
from execution by engaging in fraudulent transfers of property to
his wife, Kari Enmon, to his mother, Grace Enmon, to his family
trust, and to other entities controlled either by him or his co-
defendants.  The trial was set to begin on May 7, 2012.

On April 11, 2012, Michael Enmon, Kari Enmon and one of their
companies had been found in contempt of court for having violated
the Court's preliminary injunction precluding the continued
transfers of property.  Accelerated discovery regarding these
preliminary injunction violations was in progress when Grace Enmon
filed a voluntary Chapter 11 petition (Bankr. E.D. Tex. Case No.
12-10268) on April 25, 2012.  The $5,000 retainer apparently
required by Mr. Blanco was paid by Michael Enmon.

On June 27, 2012, the United States Trustee filed a motion to
dismiss the Debtor's Chapter 11 case on various grounds, including
the allegation that the Debtor filed the case as a litigation
tactic to forestall the Texas Litigation and that the filing was
performed in bad faith.  The Debtor did not file an objection to
the motion or otherwise contest the Trustee's allegations.  Mr.
Blanco, on behalf of the Debtor, subsequently executed an agreed
order that dismissed the Chapter 11 case with prejudice to
refiling for a period of 90 days.  That dismissal order was
entered by the Court on July 16, 2012.

The Texas Litigation was quickly placed back on a trial schedule
that resulted in a final adjudication in December 2012.

Prospect sought an award of $35,500 as sanctions.

Judge Parker agreed that legitimate bankruptcy objectives had
nothing to do with the purpose of Grace Enmon's Chapter 11 filing.
The primary purpose of the bankruptcy filing, Judge Parker said,
was to impose a delay in the progress in the Litigation.  Mr.
Blanco was paid $5,000 by Michael Enmon to accomplish such a delay
in the Litigation and, for a limited time, he succeeded in that
task.  However, by improperly invoking the automatic stay for the
sole purpose of achieving a litigation objective, rather than in a
good faith rehabilitation attempt, the filing of a Chapter 11
bankruptcy petition for the Debtor by Mr. Blanco constituted an
abuse of the bankruptcy process and violated Bankruptcy Rule
9011(b)(1).

Judge Parker held that, based on a review of the totality of the
evidence and in light of the proper Fed.R.Bankr.P Rule 9011
standards, the motion should be granted to the extent that
sanctions should be awarded in favor of Prospect and against Mr.
Blanco in the amount of $17,615.66, consisting of reasonable
attorneys' fees in the amount of $16,750.00, which includes fees
and expenses incurred in bringing the sanctions motion, plus
expenses in the amount of $865.66, incurred as a direct result of
the Rule 9011 violation by Mr. Blanco.  Mr. Blanco is given a
period of 45 days from the date of the entry of the sanctions
order to tender the required sanction amount to Prospect, through
its counsel of record, or upon any longer alternative installment
schedule to which Prospect may agree in its sole discretion.
Sanctions sought to be assessed against Grace Enmon and the
alternative requests for relief against Mr. Blanco under 28 U.S.C.
Sec. 1927 and the Court's inherent authority, are denied.

A copy of Judge Parker's Feb. 2, 2013 Memorandum of Decision is
available at http://is.gd/HJiFTlfrom Leagle.com.


GRAY TELEVISION: Harvey Sandler Holds 6.3% of Class A Shares
------------------------------------------------------------
Harvey Sandler and his affiliates filed with the U.S. Securities
and Exchange Commision a Schedule 13G on Feb. 7, 2013, disclosing
that, as of Dec. 31, 2011, they beneficially own 314,103 shares of
Class A common stock of Gray Television representing 5.5% of the
shares outstanding.

Subsequently, Harvey Sandler and his affiliates disclosed in an
amended Schedule 13G that, as of Dec. 31, 2012, they beneficially
own 360,475 shares of Class A common stock of Gray Television
representing 6.3% of the shares outstanding.  A copy of the
amended Schedule 13G is available at http://is.gd/C85g2I

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at Sept. 30, 2012, showed
$1.27 billion in total assets, $1.11 billion in total liabilities,
$13.19 million in series D perpetual preferred stock, and
$149.94 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 26, 2012, Moody's Investors
Service upgraded Gray Television, Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) each to B3 from
Caa1.  The upgrades reflect Moody's expectations for the company
to benefit from strong political revenue demand through November
2012 resulting in improved credit metrics combined with
management's commitment to reduce leverage.

In the April 9, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Atlanta,
Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


GUIDED THERAPEUTICS: To Develop Cancer Detection Product
--------------------------------------------------------
Guided Therapeutics, Inc., has acquired world-wide rights to
develop a non-invasive esophageal cancer detection product from
Konica Minolta.  The product will be based on Guided Therapeutics'
patented biophotonic technology platform.

Under terms of the agreement, Guided Therapeutics acquired both
the rights it had licensed to Konica Minolta, and the rights to
certain intellectual property invented by Konica Minolta.  Upon
FDA approval, Konica Minolta would receive a royalty for its
licensed intellectual property, if used in the final product.  In
addition, Guided Therapeutics will now have full worldwide sales
and marketing rights, as opposed to a royalty only, as was
anticipated under the previous arrangement.

"Konica Minolta has been an excellent partner in helping us to
jump start the development of this promising early cancer
detection technology, by contributing significant resources
directly to Guided Therapeutics in the form of non-dilutive
funding," said Mark L. Faupel, Ph.D., CEO and President of Guided
Therapeutics.  "The potential market for this product is
significant and we believe that the best way to maximize
shareholder value is to complete product development independently
using the two companies' combined intellectual property.  At the
same time, we also reserve the option to partner with a new, more
healthcare-focused company."

Going forward, Guided Therapeutics will be responsible for the
clinical, regulatory and product development process.  Devices and
other resources to be used for clinical trials, which could begin
later this year, are already at or near completion.  In order to
complete development of the product, the company has made progress
toward securing additional funding, which could come either from a
new potential partner or other sources.

"Having access to the intellectual property necessary for
commercializing the product, especially at this latter stage of
its development, optimizes shareholder value in our platform
technology," said Dr. Faupel.  "The recent good news from FDA that
our esophageal cancer detection product is a non-significant risk
and does not require an investigational device exemption also
supports this value proposition."

According to the World Health Organization esophageal cancer ranks
just below cervical cancer in newly diagnosed cases.  New cases of
esophageal cancer are estimated at 410,000 worldwide, with more
than 16,000 new cases a year and more than 14,000 deaths in the
U.S. alone.  Barrett's esophagus is believed to be caused by
excessive acid reflux.

                       Termination Agreement

On Feb. 4, 2013, Guided Therapeutics delivered an executed
Termination Agreement re: Spectroscopic Technology Development
Collaboration pursuant to which the Company terminated its 2010,
2011, and 2012 collaboration agreements with affiliates of Konica
Minolta Holdings, Inc..

The Termination Agreement, effective Dec. 31, 2012, terminates the
Company's Assigned Task Agreement for the Development of
Spectrography for Barrett's Esophagus, dated Feb. 1, 2010, and the
Agreement for Collaboration in the Development of Spectroscopic
Technology, dated April 27, 2010, each as amended and renewed on
May 1, 2011, and May 1, 2012.  The Collaboration Agreements were
exclusive negotiation and development agreements regarding the
optimization of the Company's biophotonic cancer detection
technology, including the Company's biophotonic platform specific
to the detection of esophageal cancer.  In accordance with the
Collaboration Agreements, Konica Minolta paid the Company an
aggregate of $7,860,440 through Dec. 31, 2012.  As a result of the
termination of the Collaboration Agreements, the Company has been
released from all further development activities that it was
previously obligated to perform and Konica Minolta has been
released from the final payment of $310,000 that it was obligated
to make on Jan. 31, 2013.

Under terms of the Termination Agreement, and subject to the
payment of a nominal license fee due upon FDA approval, Konica
Minolta has granted the Company a five-year, world-wide, non-
transferable and non-exclusive right and license to manufacture
and to develop a non-invasive esophageal cancer detection product
from Konica Minolta and based on the Company's patented
biophotonic technology platform.  The license permits the
Company's use of certain related intellectual property of Konica
Minolta. In return for the license, the Company has agreed to pay
Konica Minolta a royalty for each licensed product sold by the
Company.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.77 million in total assets, $2.64 million in total liabilities
and $2.12 million in total stockholders' equity.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"At September 30, 2012, the Company had working capital of
approximately $607,000 and it had stockholders' equity of
approximately $2.0 million, primarily due to the recurring losses,
offset in part by the recognition of the warrants exchanged as
part of the Warrant Exchange Program.  As of September 30, 2012,
the Company was past due on payments due under its notes payable
in the amount of approximately $406,000.

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the first quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under its development agreement with Konica Minolta and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


GRAY TELEVISION: Dimensional Fund Discloses 6% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2012, it beneficially owns 3,128,163 shares of
common stock of Gray Television Inc. representing 6.03% of the
shares outstanding.  Dimensional Fund previously reported
beneficial ownership of 3,164,217 common shares or a 6.16% equity
stake as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/zJW5oI

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at Sept. 30, 2012, showed
$1.27 billion in total assets, $1.11 billion in total liabilities,
$13.19 million in series D perpetual preferred stock, and
$149.94 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 26, 2012, Moody's Investors
Service upgraded Gray Television, Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) each to B3 from
Caa1.  The upgrades reflect Moody's expectations for the company
to benefit from strong political revenue demand through November
2012 resulting in improved credit metrics combined with
management's commitment to reduce leverage.

In the April 9, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Atlanta,
Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


HOLY TABERNACLE CHURCH: Court Confirms Plan With Some Changes
-------------------------------------------------------------
Bankruptcy Judge Stacey G.C. Jernigan in Dallas, Texas, confirmed
the First Amended Plan of Reorganization dated Aug. 3, 2012, filed
by Holy Tabernacle Church International, Inc.

A hearing on the Plan was held Oct. 4, 2012.  The only objection
filed in connection with the Plan was lodged by International
Pentecostal Holiness Church Extension Loan Fund, Inc.

International Pentecostal Holiness Church Extension Loan Fund has
a secured claim of $468,411.

The Court added this provision to the Plan: To the extent the
Secured Claim of International Pentecostal Holiness Church Loan
Fund is not paid off in full by the Plan Effective Date, the
Debtor will pay in full the Secured Claim monthly over a term of
12 years -- with interest only payments for the first three years
and then principal and interest for the next nine years.  To the
extent that the Debtor does not timely make its payments to IPHC,
the interest rate on the Secured Claim will increase to a default
rate of 8% plus a late penalty after 10 days that is 5% of the
amount that is late.

If Christopher Tyrone Gabriel, Sr. and/or Latisha Lanette Gabriel
do not pay off the IPHC Claim prior to the Effective Date, then
all funds paid to the Debtor by the Gabriels after the Effective
Date will be used (a) to pay all allowed administrative claims in
an amount not to exceed $25,000; and b) to pay down the Secured
Claim.

A copy of the Court's Feb. 5, 2013 Order is available at
http://is.gd/JMape5from Leagle.com.

Holy Tabernacle Church International, Inc., dba Holy Tabernacle
Church International, filed for Chapter 11 bankruptpcy (Bankr.
N.D. Tex. Case No. 11-37699) on Dec. 5, 2011, listing under
$1 million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/txnb11-37699.pdf The Law
Offices of Marilyn D. Garner serves as the Debtor's counsel.


HORIZON LINES: Post Advisory Discloses 5.8% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Post Advisory Group, LLC, and Principal Financial
Group, Inc., disclosed that, as of Dec. 31, 2012, they
beneficially own 5,972,634 shares of common stock of Horizon Lines
Inc. representing 5.87% of the shares outstanding.  A copy of the
filing is available at http://is.gd/bWXHys

                        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.


HORIZON LINES: Dimensional Owns Less Than 1% of Common Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2012, it beneficially owns 22,584 shares of common
stock of Horizon Lines representing 0.07% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/2l1piI

                         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: Bakers' Union Says It Held Talks with Bidders
-------------------------------------------------------------
By Dawn McCarty & Phil Milford, writing for Bloomberg News,
reported that the union representing Hostess Brands Inc.'s fired
bakery workers held talks with companies bidding for the Twinkie
maker's assets, the union's leader said.

"We've engaged with potential future owners and we're willing to
work with them," David Durkee, president of the Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union, told reporters on a conference call last week, Bloomberg
related. He didn't specify which companies the union contacted or
what was discussed.

The union signed a confidentiality agreement allowing it to pursue
the talks and will fight to be part of Hostess's future, Durkee
said, according to Bloomberg.  "Our members want their middle-
class jobs back," Durkee said, Bloomberg quoted. With the bidder
talks, "we're one step closer" to that goal, he said.

Bloomberg, citing Durkee, said the bakers have worked successfully
with dozens of companies in the past, including Grupo Bimbo SAB,
Sara Lee Foods LLC, General Mills Inc., Hershey Co. and Kellogg
Co. and they now seek "a seamless restart" of the bakery business
and believe they can get a better deal than they had with Hostess,
where wages trailed those of rivals by $2.50 an hour.  Durkee,
according to Bloomberg, said union members endured pay and benefit
cuts of as much as 32 percent, even as Hostess failed to live up
to promises to modernize and install new equipment, he said.

                       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.


INNER HARBOR: Bankr. Claims Halt Land Auction in $1.2B Md. Project
------------------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that an auction for
43 acres of Baltimore land earmarked for Turner Development
Group's failed $1.2 billion waterfront project has been canceled
in the wake of an involuntary bankruptcy petition filed Friday
against a group affiliates over money due to a construction
company and law firm.

The auction had been set to take place on a local courthouse's
steps on Thursday, but documents from auctioneer A.J. Billing &
Co. note that the event has been canceled, the report said. The
cancellation comes as Dixie Construction Co. and C. Frye
Associates LLC, a local real estate and land development
consulting firm, filed an involuntary Chapter 7 bankruptcy
petition against Inner Harbor, the report added.


INTERGEN NV: S&P Cuts CCR to 'B' on Weak Cash Flow
--------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and senior secured ratings on international project
developer, InterGen N.V., to 'B' from 'BB-'.  The recovery rating
is unchanged at '3'.  The outlook is stable.

"The downgrade reflects our expectation of a significant decline
in cash flow beginning in 2013," said Standard & Poor's credit
analyst Rubina Zaidi.

InterGen is an open-end portfolio of beneficial interests in 12
operating electricity generation assets two compression stations,
and apipeline.  The portfolio consists of 6,312 net megawatts (MW)
of capacity in five countries.  The company is jointly owned by
China Huaneng Group/Yudean and Ontario Teachers' Pension Plan (50%
each).

"Our ratings on InterGen reflect our views of lower spark spreads
(a proxy for gross margins in the merchant power sector) in
InterGen's major markets, which will further squeeze the decline
in cash flows that the company had through most of 2012.  We
believe that there is a high likelihood that expiring long-term
offtake contracts at the Rocksavage and La Rosita projects will
not be renewed, exposing increasing MWs to merchant markets at
precisely the time when they are likely to remain depressed due to
oversupply and a weak global economy," S&P said.

The outlook on InterGen is stable.  Near-term business conditions
are expected to be challenging, but S&P still expects InterGen's
DSCR to be about 1.15x, which is appropriate for the rating level.
However, the maturity of the revolving facility in April 2014 will
become the dominating credit driver, especially because it is
backstopping equity commitments for two committed projects.
Because of uncertainty around InterGen's ability to refinance the
revolver, S&P believes sponsor action will likely be required to
preserve ratings.  Although the sponsors have made no commitments,
S&P notes that they have shown a historical willingness to inject
equity and/or reinvest distributable cash in recent project
refinancings.  S&P could lower ratings if the debt maturity is not
addressed by the end of 2013.  Strained margins over the next few
years limit any upside rating potential, but S&P will consider an
upgrade if it expects debt service coverage to rebound to levels
around 1.5x.


IPREO HOLDINGS: S&P Raises Corp. Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York-based financial services software provider
Ipreo Holdings LLC to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the senior
secured debt to 'BB-' (one notch higher than the corporate credit
rating) from 'B+'.  The '2' recovery rating on the senior secured
debt remains unchanged.

"The rating action reflects that Ipreo has lowered its leverage
below our 5.5x threshold for Ipreo at a 'B+', exhibited strong
operating performance, and grown its nontransaction related
revenue," said Standard & Poor's credit analyst Daniel Haines.

Pro forma for the recently announced DebtDomain acquisition,
leverage is 5.2x as of Dec. 31, 2012.  In 2012, revenue and EBITDA
grew 19% and 27%, respectively.  The research, sales, and trading
and corporate segments, which derive the majority of their revenue
from subscriptions, grew 5% and 18%, respectively.  S&P expects
leverage to remain under 5.5x, and that revenue and EBITDA growth
will be healthy over at least the near term, although likely more
variable over the long term.

S&P's 'B+' corporate credit rating on Ipreo Holdings reflects the
company's narrow business focus, competition from much larger
competitors with greater financial resources, and the company's
revenue sensitivity to changes in financial markets, which are
only somewhat offset by the deeply entrenched nature of its
product.  These risks underscore S&P's assessment of Ipreo's
business risk profile as "weak" (based on S&P's criteria).  The
rating also reflects that S&P's expect leverage will be at 5.5x or
less over the intermediate term.  S&P regards the financial risk
profile as "aggressive," reflecting the company's high pro forma
debt to EBITDA (adjusted for operating leases) of 5.2x, based on
the trailing-12-month EBITDA as of Dec. 31, 2012, and the
company's ownership by a private equity sponsor.

Ipreo is a niche financial services technology, research, and data
provider.  The capital markets segment (52% of 2012 revenue)
provides software workflow solutions to automate debt, equity and
municipal securities marketing, issuance, and purchase.  The
company's revenue, especially from municipal debt issuances, is
highly dependent on new issuance transaction volumes and
activity levels at its large investment banking and brokerage
clients.  S&P estimates approximately 50% to 60% of revenues in
the capital markets segment are transaction related--and therefore
inherently variable.  The research, sales, and trading (RS&T, 22%)
and corporate segments (26%) provide client relationships, market
intelligence, and analytics products and solutions to the
investment community and corporate investor relations groups.
These segments are less sensitive to capital market volumes, serve
a broader client base than the capital markets segment, and offer
a degree of stability, largely because about 85% of the two
segments' revenues are subscription based.

S&P believes the embedded nature of Ipreo's software products and
services, and expanding market opportunities, will support revenue
growth in 2013.  S&P also believes that debt issuance could
continue to be strong with significant corporate debt funding
needs, low interest rates, and healthy investor appetite.
According to the Securities Industry and Financial Markets
Association, U.S. municipal issuance increased 29% in 2012.  For
2013, S&P expects capital markets activity to be flat or modestly
higher than 2012 levels.


JEC CAPITAL: Ex-KIT Chairman Raises Concerns Over Sale Process
--------------------------------------------------------------
Kaleil Isaza Tuzman on Feb. 11 issued an open letter to the board
of directors of KIT digital, Inc. on behalf of KIT Capital, Ltd.

Mr. Tuzman said "In an open letter to you on November 23rd, 2012,
a group led by me outlined our disappointment with the direction
you have taken KIT digital, Inc., made a preliminary bid to take
the Company private, and offered a detailed operational plan to
recover value for shareholders.  On December 5th, 2012, we revised
our contingent bid for the Company in another open letter to the
board--to a range of $1.35 -$1.70 per share -- representing a 112%
premium to the $0.72 closing price of the Company's shares on
December 4, 2012."

"While you insinuated to KITD shareholders at the time that our
bid lacked bona fide capital support, you have in fact been
confidentially aware of two large private equity firms with whom
we have partnered and have known that we possess the capability to
complete this transaction.  Nevertheless, during the course of
December 2012 your only meaningful response to our offer was a
requirement that we agree to a two-year standstill in order to
engage in any discussions regarding an acquisition of the Company.
We do not believe that requiring us, or any other party, to
execute a standstill as a condition to initiate discussions
regarding a potential acquisition is in the best interest of
shareholders at this juncture.  This view is underscored by our
knowledge of other bidding groups who executed standstill
agreements in connection with the Company's previously disclosed
strategic transaction process and have been subsequently unable to
obtain general responses and specific due diligence information
from the Company.

"We believe your approach of requiring prospective buyers to agree
to long-term standstills and the subsequent unresponsiveness of
KITD management represents a purposeful approach to eliminate open
competition for the Company's assets, thereby eroding the value of
the Company and denying shareholders value they would otherwise
receive in a competitive acquisition transaction.

"We believe that requiring outside bidders to agree to a long-term
standstill also represents a conscious, structural advantage in
the strategic sale process for the Company's largest shareholder,
JEC Capital Partners ("JEC Capital" or "JEC").  Given KITD's
recent announcement of a restatement of historical financials and
its de-listing from NASDAQ, it is very difficult for outside
parties to develop a clear picture of the Company's current
financial and operating condition.  In his position as chief
executive officer of KITD, JEC Capital managing partner Peter
Heiland has unique access to information and can rely upon this
information in developing a bid for the Company.  We believe JEC
has purposefully driven down the value of KITD and is either: (a)
working with an affiliate or entity otherwise "friendly" to JEC to
complete a presumptively arms-length transaction with which JEC
could be subsequently involved, (b) planning to bid immediately
after an artificially low-priced third party transaction is
announced -- which results in JEC's own standstill being released,
or (c) planning a pre-arranged or pre-packaged bankruptcy filing
in which JEC or a JEC affiliate would be the stalking horse bidder
for the assets of the Company or otherwise materially benefit.  We
believe any of these outcomes would provide less value to the
Company's shareholders than an open, competitive and transparent
bidding process for the Company's assets.

"Mr. Heiland has previously been the benefactor of investing in
distressed situations where information asymmetry and insider
positioning can generate meaningful returns.  The case of GSI
Group, where by his own description Mr. Heiland "engineered its
recapitalization", closely follows the pattern of JEC's
involvement in KITD.  JEC Capital was a large, activist investor
in GSI Group, which also made an open-ended announcement that it
would restate its historical financials, de-listed from NASDAQ and
lost the vast majority of its market capitalization immediately
prior to a bankruptcy filing.  GSI Group was put through
bankruptcy with Mr. Heiland's leadership, resulting in JEC Capital
materially increasing its stake in the Company and ultimately
selling for a massive profit after GSI Group re-emerged from
bankruptcy in 2010.

"Our concerns with KITD's current management and sale process
extend beyond the standstill issue and JEC's potential self-
dealing.  You have also chosen to keep KIT digital investors in
the dark regarding some of the Company's most troubling challenges
and liabilities.  For example, on January 2, 2013, Invigor Group
brought legal suit against KIT digital seeking recovery of nearly
$15 million it is purportedly owed pursuant to the Company's
acquisition of Hyro, Ltd. in June 2012. Alternatively, we
understand there may be over 30 million shares issuable to Invigor
pursuant to the terms of the Hyro acquisition.  The Company has
not disclosed the Invigor lawsuit or openly discussed the
contingent share issuance liability with shareholders.  We also
have reason to believe the Company has sold off certain assets
and/or intellectual property without fully disclosing these sales
to the market.

"Finally, you have attempted to undermine our group's bid to
acquire the Company through intimidation: terminating senior
managers at the Company supportive to our group, threatening your
existing staff with repercussions related to potential
communication with and support of our group, and withholding
severance payments to senior professionals who have left the
Company and subsequently supported our efforts.  The Company's
actions in this area have included a refusal to properly remove
executives no longer with the Company from the Company's foreign
subsidiaries' boards -- in an apparent effort to cause these
executives to incur expense and potential liability and discourage
our outside bid for the Company.

"Your actions overall have demonstrated a blatant disregard for
outside shareholders not represented amongst you on the board.  We
believe the Company is being purposefully driven towards an
insufficiently competitive, distressed asset sale--to the
advantage of current insiders--possibly to be executed under
federal bankruptcy protection.

"We will continue to pursue all available means of delivering
value to Company shareholders.  We believe all parties currently
subject to standstill agreements with respect to an acquisition of
the Company or its assets should be immediately released from said
agreements.  We remain willing to lead an open-market, take-
private bid of the Company.  Given the Company's current stock
price, liquidity crisis and need for a significant, primary
capital infusion, our revised offer would be in a range of $0.70-
$1.00 per share -- representing, at the midpoint of the range, a
93.2% premium to the $0.44 closing price of the Company's shares
on Friday, February 8, 2013.  Our offer is subject to due
diligence, your release of certain parties from standstill
agreements, and a mutually acceptable definitive agreement."


JACKSONVILLE BANCORP: CapGen, et al., to Resell 152MM Shares
------------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the resale by Bay Pond Investors USB, LLC, BP Master Fund, LP,
CapGen Capital Group IV LP, et al., of up to an aggregate of (i)
50,000 shares of the Company's Mandatorily Convertible,
Noncumulative, Nonvoting, Perpetual Preferred Stock, Series A,
$0.01 par value per share and liquidation preference of $1,000 per
share, (ii) 52,360,000 shares of the Company's nonvoting common
stock, $0.01 par value per share issuable upon the mandatory
conversion of the Series A Preferred Stock, and (iii) an aggregate
of 100,000,000 shares of the Company's common stock, $0.01 par
value per share, consisting of (a) 47,640,000 shares of Common
Stock issuable upon the mandatory conversion of the Series A
Preferred Stock, and (b) 52,360,000 shares of Common Stock
issuable upon the conversion of the Nonvoting Common Stock.

The selling shareholders may offer and sell any of the shares
covered by this prospectus from time to time through public or
private transactions, at prevailing market prices, at prices
related to prevailing market prices or at privately negotiated
prices.

The Company will not receive any proceeds from the sale of any of
the shares by the selling shareholders.  The Company will pay all
registration expenses incurred in connection with this offering,
but the selling shareholders will pay all of their selling
commissions and fees, stock transfer taxes and related expenses.

The Company's Common Stock is listed on the NASDAQ Stock Market
under the symbol "JAXB."  On Feb. 5, 2013, the last reported sale
price of the Company's Common Stock on the NASDAQ Stock Market was
$1.81 per share.  The Series A Preferred Stock is not listed on
any exchange and the Company does not intend to list the Series A
Preferred Stock or the Nonvoting Common Stock on any exchange.
The Company's principal offices are located at 100 North Laura
Street, Suite 1000, Jacksonville, Florida 32202 and the Company's
telephone number is (904) 421-3040.

A copy of the Form S-3 prospectus is available at:

                        http://is.gd/Zfcsk2

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."

Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55
million in total assets, $537.97 million in total liabilities and
$13.57 million in total shareholders' equity.


LEE BRICK: Exclusive Solicitation Period Extended to March 15
-------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has extended Lee Brick & Tile
Company's exclusive period to solicit acceptances to its chapter
11 plan until March 15, 2013.

On November 15, 2012, the Debtor filed its Plan of Reorganization
and Disclosure Statement.  The Confirmation Hearing on Debtor's
Plan of Reorganization is set for Feb. 27, 2013, at 9:30 a.m. in
Wilson, North Carolina.

                           About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LEE BRICK: Capital Bank Says Plan Prefers Equity Holders
--------------------------------------------------------
Capital Bank, N.A., formerly known as NAFH National Bank,
successor by merger with Capital Bank, has filed an Objection to
the Plan of Reorganization that Lee Brick & Tile Company filed on
November 15, 2012.

The Plan separately classifies Capital Bank's claim into secured
and unsecured portions. The Plan proposes to allow Capital Bank a
Class 4 Secured Claim in the amount of $8,500,000 and a Class 9
Unsecured Deficiency Claim in the amount of $4,895,490.39. Each
class sets forth alternative repayment proposals for the Secured
Claim and the Unsecured Claim.

Capital Bank objects to treatment of its claim for the following
reasons:

    (1) The Plan improperly prefers equity holders.

    (2) The Plan is not feasible.

    (3) The Plan does not provide Capital Bank with as much as
        Capital Bank would receive under a liquidation.

    (4) The Plan improperly classifies the Unsecured Claim.

    (5) The Plan is not fair and equitable to Capital Bank.

    (6) The Plan has not been proposed in good faith.

Capital Bank is represented by:

         Paul A. Fanning, Esq.
         Tyler J. Russell, Esq.
         WARD AND SMITH, P.A.
         Post Office Box 8088
         Greenville, NC 27835-8088
         Tel: (252) 215-4000
         Fax: (252) 215-4077
         E-mail: paf@wardandsmith.com
                 tjr@wardandsmith.com

                           About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LICHTIN/WADE: Court Rules on Adequate Protection Payments to ERGS
-----------------------------------------------------------------
Bankruptcy Judge Randy D. Doub ruled last week that adequate
protection payments will be added to the value of Lichtin/Wade,
L.L.C.'s property, increasing the overall amount of collateral
securing the claim of ERGS II, L.L.C. and correspondingly reducing
the amount of ERGS's unsecured deficiency claim.  As ERGS's
unsecured deficiency claim is reduced to zero, Judge Doub said
ERGS becomes oversecured.  Therefore, ERGS will be entitled to
post-petition interest and fees pursuant to 11 U.S.C. Sec. 506(b).

Pursuant to a Claim Allowance Order, ERGS is entitled to a secured
claim in the amount of $38,390,000 and an unsecured claim in the
amount of $673,661, until otherwise determined by the district
court.  Through October 2012, the Debtor made adequate protection
payments of $1,195,497.59.

In his ruling, Judge Doub denied ERGS's Motion Regarding
Tabulation of its Unsecured Class 7 Ballot.  A copy of the Court's
Feb. 7 order is available at http://is.gd/L5uF0Nfrom Leagle.com.

                         About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LON MORRIS: Judge Confirms Final Bankruptcy Plan
------------------------------------------------
A final bankruptcy plan submitted on behalf of Lon Morris College
by attorneys from the Texas offices of McKool Smith has been
confirmed by Judge Bill Parker of the U.S. Bankruptcy Court for
the Eastern District of Texas in Tyler.

The 158-year-old Methodist college, Texas' oldest junior college,
filed for bankruptcy protection last summer amidst a severe
liquidity crisis that saw school employees miss three payroll
periods and an interruption of the school's utilities services.

Attorney Hugh Ray III of McKool Smith and Dawn Ragan of
Bridgepoint Consulting have guided the school through the
bankruptcy process.

"This is an important step in satisfying Lon Morris College's
debts and ensuring former employees are paid for their work in
furtherance of the school's mission," says Mr. Ray.  "Much credit
goes to Dawn Ragan for her work with creditors and foundations to
get this plan confirmed, and to Judge Parker for his patience and
direction during this process."

The bankruptcy plan was confirmed following a February 4 hearing
where Judge Parker praised the work of Mr. Ray and Ms. Ragan,
saying he recognized and appreciated the many hurdles that were
overcome in order to reach the plan approval stage.

"We always believed that a workable plan could be achieved based
on the shared goals of all parties involved," says Ms. Ragan, who
served as the school's chief restructuring officer.  "We could not
have accomplished what we did without the support of many people,
including the few remaining employees who are continuing the
school's charitable mission."

Previously, Mr. Ray and Ms. Ragan negotiated a significant interim
payment for former Lon Morris College employees who had not been
paid for their final weeks of work.  At last week's hearing, the
college announced agreements with several Methodist foundations
that are expected to result in former employees receiving all the
back wages they are owed, pending approval by the foundation
boards and their regulatory agencies.  The Texas Annual Conference
of the United Methodist Church organized an earlier humanitarian
appeal that generated enough funds to cover one missed payroll for
the school's former employees.

Oklahoma-based AmeriBid worked with Mr. Ray and Ms. Ragan to
complete a recent auction of the college's 112-acre campus in
Jacksonville.  Purchases by the Jacksonville Independent School
District include land intended as the site for a new elementary
school that will generate jobs and spur additional commerce in the
Jacksonville area.

Under the approved plan, the school's unsecured creditors, other
than those owed wages, will receive financial recoveries over time
as the school's representatives continue to liquidate claims, sell
assets and collect on insurance policies, all of which are
expected to produce several million dollars.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.  The Bankruptcy Court has approved the Third
Amended Disclosure Statement describing the Plan.  The Court fixed
Jan. 18, 2013, at 4:00 p.m., at the Voting Deadline.  Written
objections to confirmation of the proposed Chapter 11 Plan were
also due Jan. 18.  The confirmation hearing will be held Feb. 4,
2013, at 1:30 p.m.

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

          http://bankrupt.com/misc/lonmorris.doc230.pdf


LPATH INC: Roaring Fork Discloses 4.8% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Roaring Fork Capital SBIC, L.P., Roaring Fork
Capital Management, LLC, and Eugene C. McColley disclosed that, as
of Dec. 31, 2012, they beneficially own 511,429 shares of common
stock of Lpath, Inc., representing 4.83% of the shares outstanding
based on 10,587,251 shares of common stock outstanding as reported
in the Company's Form 10-Q filed with the SEC on Nov. 9, 2012.  A
copy of the filing is available at http://is.gd/hYVp4Q

                         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.


MACCO PROPERTIES: Snyder to Advance $20MM to Fund Price Exit Plan
-----------------------------------------------------------------
Jennifer Price filed a disclosure statement to accompany her first
modified fifth amended plan of reorganization dated Jan. 11, 2013,
for Macco Properties, Inc.

Ms. Price acted as director, secretary and treasurer of Macco,
before a Chapter 11 trustee was appointed in the case.  She is
also the sole shareholder of Macco.

The Plan provides for (i) payment in full , with applicable
interest, of all Administrative Expense Claims and Tax Claims;
(ii) payment in full, with interest, of all non-guaranty or
indemnification Claims against the Debtor; (iii) payment in full,
implementation of agreed treatment, or a waiver of discharge with
respect to guaranty and indemnification Claims; and (iv) retention
of equity Interests by the holder thereof.

The Plan further provides that the property of the Debtor's Estate
shall re-vest in the Reorganized Debtor. This re-vested property,
plus draws, as necessary, under committed lines/letters of credit
providing supplemental liquidity of $20.0 million, will be used to
satisfy all Claims entitled to present payment under the Plan and
any ongoing obligations of the Reorganized Debtor.

The payments to be made to Classes 2 - 5, 10 - 13, 19 and 20 under
the Plan will be funded from (a) the liquid assets of the Debtor
and its Estate, which include, among other things, funds held in
one or more deposit accounts presently controlled by the Chapter
11 Trustee; and (b) $20.0 million to be advanced by Edward Snyder.
Repayment of the Snyder Advance shall not be secured by any of the
assets of the Reorganized Debtor or of any entity in which it
holds an interest.

According to the Disclosure Statement, Edward Snyder is a "high
net-worth" individual who is a member and officer of Innovation
Ventures, LLC -- the owner of, among other products, "5-Hour
Energy" -- a top-selling energy product in the United States.

Mr. Snyder and/or his affiliate(s) -- including 250 West LLC --
are well known to the participants in the Debtor's case, having
already successfully purchased multiple LLC membership interests
from the Chapter 11 Trustee, and satisfied and/or accommodated
obligations relieving the Estate of millions of dollars in claims.
The Proponent will furnish to creditors certain additional
information on the financial wherewithal of Mr. Snyder upon the
execution of a confidentiality agreement.

The Snyder Advance will not be secured by any of the assets of the
Reorganized Debtor.

A copy of the disclosure statement is available for free at:

                        http://is.gd/5TTOrC

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MEG ENERGY: Moody's Rates $1-Bil. Loan 'Ba1', Affirms 'Ba1' CFR
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to MEG Energy
Corp.'s USD1 billion senior secured term loan due 2020. The Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating,
existing Ba1 term loan due 2018, Ba1 senior secured revolving
credit facility rating and B1 senior unsecured notes rating were
affirmed. The Speculative Grade Liquidity rating of SGL-2 remained
unchanged. The rating outlook remains stable.

The proceeds of the term loan will be used to refinance MEG's
existing term loan due 2018.

Assignments:

Issuer: MEG Energy Corp.

  Senior Secured Bank Credit Facility, Assigned Ba1

  Senior Secured Bank Credit Facility, Assigned a range of LGD2,
  22 %

Affirmations:

Issuer: MEG Energy Corp.

  Probability of Default Rating, Affirmed Ba3-PD

  Corporate Family Rating, Affirmed Ba3

  Senior Unsecured Regular Bond/Debenture Mar 15, 2021, B1, LGD5,
  77 %

  Senior Unsecured Regular Bond/Debenture Jan 30, 2023, B1, KGD5
  77 %

Ratings Rationale

MEG's Ba3 CFR reflects a high debt level, the execution risk of
constructing and ramping up Phase 2B to targeted levels through
2014, MEG's relatively small production base, and exposure to
volatile light/heavy differentials. However, the rating also
reflects MEG's significant cash position, which along with cash
flow will enable MEG to complete and commission Phase 2B in mid to
late 2013 as well as advance its infill well project. Moody's
expects 80,000bbls/d of total production by early 2015 from Phases
1, 2, 2B and the infill wells. The rating also considers MEG's
substantial reserves and land position in key productive areas of
the Athabasca oil sands region, all of which will be developed
using steam assisted gravity drainage (SAGD) techniques, and
amongst best-in-class SAGD assets evidenced by its favorable steam
oil ratio (SOR) of 2.4. The company also benefits from 50%
ownership of the Access pipeline. In accordance with Moody's Loss
Given Default Methodology, the USD1 billion secured revolver and
the USD1 billion secured term loan, which rank pari passu, are
rated Ba1, two notches above the Ba3 CFR, reflecting the cushion
provided by lower ranking unsecured notes. The USD800 million and
USD750 million senior unsecured notes are rated B1, one notch
below the CFR.

The SGL-2 speculative grade liquidity rating reflects MEG's good
liquidity. As of December 31, 2012 MEG had CND2 billion of cash
and short-term investments. With an undrawn $1 billion revolver,
which matures in 2017, MEG will have ample liquidity to cover
negative free cash flow of about CND1.3 billion through 2013 as it
moves toward completion of Phase 2B. MEG has no financial
covenants and good sources of alternate liquidity through its
ability to monetize non-core assets or potentially joint venture
their 100%-owned properties at Christina Lake or Surmont.

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

MEG is a Calgary, Alberta based publicly-held SAGD oil sands
development and operating company.


MERISEL INC: Has $750,000 Purchase Agreement with Saints Capital
----------------------------------------------------------------
Merisel, Inc., and Saints Capital Granite, L.P., the majority
stockholder of the Company, entered into a Note Purchase Agreement
for the provision of up to $750,000 in financing for the general
corporate and working capital needs of the Company.  The Purchase
Agreement provided for the issuance and sale of a 10% Convertible
Subordinated Note, due Aug. 31, 2015, in the original principal
amount of $750,000 to Saints.  The Note was issued and funding was
received on Feb. 4, 2013.

The Note accrues interest at 10% per annum and matures on Aug. 31,
2015.  Interest on the Note is payable in kind through increasing
the outstanding principal amount of the Note or, at the Company's
option, it may pay interest quarterly in cash.  The Note will not
be convertible prior to March 31, 2013.  After March 31, 2013, at
Saints' option, the Note is convertible, in whole or in part, into
shares of Common Stock of Merisel at a conversion price that is
the greater of (a) $0.10 or (b) an amount equal to (x) EBITDA for
the twelve months ended March 31, 2013, multiplied by six and one-
half (6.5), less amounts outstanding under that certain Revolving
Credit and Security Agreement among PNC Bank, the Company and the
Company's subsidiaries, and liabilities relating to the
outstanding redeemable Series A Preferred Stock and the Note or
other indebtedness for borrowed money, in each case, as of
March 31, 2013, plus the Company's closing cash balance as of
March 31, 2013, and (y) divided by the number of shares of Common
Stock outstanding as of the fiscal quarter ended on March 31,
2013. The Note is unsecured.  It may be redeemed, in whole or in
part, at any time prior to March 31, 2013, so long as the
Company's outstanding Series A Preferred Stock has been redeemed,
at a redemption price equal to two and one-half times the
outstanding principal amount of the Note, plus accrued interest.
The Purchase Agreement contains customary closing conditions,
including the accuracy of both parties' representations and
warranties.

The Purchase Agreement and the issuance and sale of the Note were
reviewed, negotiated and approved by a Special Committee of the
board of directors, consisting of an independent director, who was
charged with representing the interests of unaffiliated
stockholders of the Company.  The Special Committee retained
independent legal counsel and financial advisers in connection
with its review and approval of the described transaction.

In connection with the Purchase Agreement, on Feb. 4, 2013, the
Company and Saints entered into Amendment No. 2 to the
Registration Rights Agreement which amended the Registration
Rights Agreement, dated as of February 4, 2011 , by and between
the Company and Saints.  Pursuant to the Amendment, the definition
of "Holder Common Stock" in Section 1.1 of the Registration Rights
Agreement was revised to specifically include all shares of Common
Stock held by Saints including, but not limited to, shares of
Common Stock acquired by a Holder upon conversion of the Note.

                           About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

The Company's balance sheet at Sept. 30, 2012, showed
$23.3 million in total assets, $34.1 million in total liabilities,
and a stockholders' deficit of $10.8 million.

"The Company had a cash balance of $286,000 at Sept. 30, 2012, and
experienced reduced revenues for the three and nine months ended
Sept. 30, 2012, compared to the same periods in 2011, resulting in
a net loss and net cash used in operating activities for the
interim periods then ended.  Additionally, during October 29th and
30th the Company's Carlstadt, New Jersey facility experienced
significant damage due to Hurricane Sandy.  The Company will incur
additional expenses for the replacement/repair of damaged
equipment and to continue to service its client base until the
facility is fully operational.  It is anticipated that the
additional costs incurred will exceed the insurance proceeds; the
extent to which is uncertain.  These factors raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the Company's quarterly report for the period ended
Sept. 30, 2012.


METRO FUEL: Lender's Guaranty Lawsuit Goes Back to State Court
--------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland remanded to New York state
court the lawsuit commenced by New York Commercial Bank against
direct or indirect shareholders of Metro Fuel Oil Corp. and Metro
Terminals Corp., as well as the exclusive members of Metro
Terminals of Long Island, LLC.

The Bank originally brought the action in the Supreme Court of the
State of New York, New York County, Commercial Division, alleging
solely state law claims in connection with two guarantee
agreements.  The Bank provided Metro Fuel with a revolving line of
credit in the maximum principal amount of $55 million with a
stated maturity date of Dec. 1, 2013.  The Defendants guaranteed
all of the Debtors' obligations to the bank.

Defendants Paul J. Pullo and Gene V. Pullo removed the Action from
the State Court to the U.S. District Court for the Southern
District of New York pursuant to 28 U.S.C. section 1452 and 28
U.S.C. section 1334.  The District Court then referred the Action
to the Bankruptcy Court for the Southern District of New York.
Thereafter, the Defendants filed a timely motion to transfer the
venue of the Action to the District Court for the Eastern District
of New York for referral to the bankruptcy court for the Eastern
District of New York, which oversees the Chapter 11 cases of Metro
Fuel et al.

The Bank filed a motion to remand, seeking (i) an order of the
Court abstaining from hearing the Action pursuant to Section
1334(c) and remanding the same to the State Court pursuant to
Section 1452(b) or, (ii) in the alternative, remanding to the
State Court pursuant to the mandatory forum selection provisions
in the Guarantee Agreements.

By letter dated July 24, 2012, the Bank advised Metro Fuel that
their non-compliance with the Accounts Financing Agreement
constituted events of default under the AFA, other related
documents, and applicable law.  In another letter, dated Sept. 12,
2012, the Bank advised the Borrowers and Guarantors that the
events of default remained outstanding and in effect, and notified
them that the entire amount of debt owed the Bank under the Line
of Credit had become immediately due and payable in full to the
Bank.  The Bank demanded that the Borrowers and Guarantors jointly
and severally pay the full amount of the Debt by Sept. 13, 2012.

On Sept. 27, 2012, Metro Fuel et al. filed Chapter 11 petitions,
seeking a sale of substantially all of their assets in their
bankruptcy case.

On Feb. 5, 2013, the Bankruptcy Court heard the Bank's motion to
convert the case to a Chapter 7 given the Debtors' alleged ongoing
"fail[ure] to make any asset sale, despite their extremely
expensive sale process."

As of Sept. 30, 2012, the unpaid balance due and owing on the Line
of Credit Debt totaled roughly $32 million.

The case is, NEW YORK COMMERCIAL BANK, Plaintiff, v. PAUL J. PULLO
and GENE V. PULLO, Defendants, Case No. 12-02052 (Bankr.
S.D.N.Y.).  A copy of Judge LIfland's Feb. 7, 2013 Memorandum
Decision and Order is available at http://is.gd/PBddubfrom
Leagle.com.

Attorneys for New York Commercial Bank are:

          William M. Hawkins, Esq.
          Sara J. Crisafulli, Esq.
          LOEB & LOEB LLP
          345 Park Avenue
          New York, NY  10154
          Facsimile: (212) 407-4900
          E-mail: whawkins@loeb.com
                  scrisafulli@loeb.com

Attorneys for Paul J. Pullo and Gene V. Pullo are:

          Lon J. Seidman, Esq.
          SILVERMAN ACAMPORA LLP
          100 Jericho Quadrangle - Suite 300
          Jericho, NY 11753
          Tel: (516) 479-6300
          Fax: (516) 479-6301
          E-mail: LSeidman@SilvermanAcampora.com

                         About Metro Fuel

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

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

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

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

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


MF GLOBAL: Fleishman Asks Court to Approve Late Filing of Claim
---------------------------------------------------------------
Fleishman-Hillard Inc. asked for approval from the U.S. Bankruptcy
Court for the Southern District of New York to withdraw its claim
against MF Global Inc. and file a similar claim in MF Global
Holdings, Ltd.'s Chapter 11 case.

Fleishman-Hillard said it was not aware that its claim had been
scheduled in MF Global Holdings' case when it filed its proof of
claim in MF Global Inc.'s bankruptcy case.

The company has been listed by MF Global Holdings as an unsecured
creditor, according to a court filing.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is 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 is also 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.  It is easily the largest bankruptcy filing so far
this year.

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.

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.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MITEL NETWORKS: Moody's Rates $240MM Debt 'B1', $80MM Debt 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service affirmed Mitel Networks Corporation's B3
corporate family rating (CFR), B3-PD probability of default
rating, SGL-4 (weak) speculative grade liquidity rating, and
assigned a B1 rating to the proposed revolving credit facility of
Mitel and its subsidiary, Mitel US Holdings Inc., and a B1 and
Caa1 rating respectively to the proposed first and second lien
term loans of US Holdings. Mitel's ratings outlook remains
negative and US Holdings was assigned a negative outlook.

Net proceeds from the term loans and cash on Mitel's balance sheet
will be used to refinance $304 million of existing term loans. The
B1 and Caa1 ratings on existing term loans were affirmed and will
be withdrawn when the refinance transaction closes.

Mitel's B3 CFR was affirmed because the transaction is debt-for-
debt and does not change the credit metrics or fundamentals of the
business. Pro forma credit metrics (adjusted Debt/EBITDA of 5x and
EBIT/Interest of 1.2x) remain in line with the rating category.
Moody's expects the elimination of near-term refinance risks and
restoration of external liquidity will provide capacity to improve
Mitel's SGL rating and revise the outlook to stable once the
transaction closes.

Ratings Assigned:

Issuers: Mitel Networks Corporation and Mitel US Holdings Inc.

  $40 million first lien revolving credit facility due February
  2018, B1 (LGD2, 26%)

Issuer: Mitel US Holdings Inc.

  $200 million first lien term loan due February 2019, B1 (LGD2,
  26%)

  $80 million second lien term loan due February 2020, Caa1
  (LGD4, 68%)

Ratings Affirmed:

Issuer: Mitel Networks Corporation

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  $174 million first lien term loan due August 2014, B1 (LGD2,
  24%); to be withdrawn at close

  $130 million second lien term loan due August 2015, Caa1 (LGD4,
  63%); to be withdrawn at close

  Speculative Grade Liquidity Rating, SGL-4

Outlook:

  Issuer: Mitel Networks Corporation

    Remains Negative

  Issuer: Mitel US Holdings Inc

    Assigned as Negative

Ratings Rationale

Mitel's B3 CFR is primarily influenced by the company's small
scale and vulnerable market position relative to its main
competitors. The rating also reflects Moody's low growth
expectations for the next few years due to ongoing customer
spending deferrals as economic conditions remain subdued. In
addition, it is not clear whether recent restructuring initiatives
will have sustainable benefits. The company's rating benefits from
exposure to the sizeable small-and-medium business communications
market, favorable long-term market growth potential due to aging
installed base, lack of customer concentration, and good recurring
revenue. As well, operations are not capital intensive, which
allows Mitel to generate positive free cash that can be used to
reduce debt. Moody's expects low single digit revenue growth,
modest margin improvement and debt reduction will enable Mitel's
adjusted Debt/ EBITDA to approach 4.5x within the next 12 to 18
months.

Mitel's liquidity is currently assessed as weak (SGL-4) given the
lack of a revolving credit facility and the potential of a term
loan financial covenant breach as thresholds become increasingly
more stringent through the next few quarters. This liquidity
rating is expected to improve once the proposed transaction
closes.

The outlook is currently negative because of the weak liquidity
and heightened refinance risks related to the August 2014 maturity
of Mitel's term loan. This outlook is expected to be moved to
stable once the proposed transaction closes.

The rating would be upgraded if Mitel maintains a good liquidity
profile and sustains adjusted Debt/EBITDA below 4.5x and FCF/Debt
above 5%. The rating could be downgraded if Mitel's liquidity
position worsens, if free cash flow generation turns negative or
if earnings shortfall results in adjusted Debt/EBITDA sustained
above 6.5x.

The principal methodology used in rating Mitel 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.

Mitel Networks Corporation provides integrated business
communications software and related services to small-to-medium-
sized businesses/enterprises (user size ranging from 50 to 1000).
Revenue for the twelve months ended October 31, 2012 was $592
million, with 63% generated in the United States, 19% in the
United Kingdom, 6% in Canada, and the remaining 12% from the rest
of the world. The company is headquartered in Ottawa, Ontario,
Canada.


MITEL NETWORKS: S&P Affirms 'B' CCR; Rates $200MM Term Loan 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Ottawa-based telephony equipment
and software provider Mitel Networks Corp.  The outlook is
negative.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating, and '2' recovery rating, to the company's proposed
US$200 million term loan B due 2019 and US$40 million revolving
credit facility due 2018.  Standard & Poor's also assigned its
'CCC+' issue-level rating, and '6' recovery rating, to Mitel's
proposed US$80 million second-lien term loan due 2020.  The '2'
and '6' recovery ratings reflect S&P's expectation of substantial
(70%-90%) and negligible (0%-10%) recovery, respectively, in the
event of default.

"We believe the proposed transaction will improve Mitel's debt
maturity profile, modestly reduce the company's leverage, and
enhance its financial flexibility," said Standard & Poor's credit
analyst David Fisher.

The ratings on Mitel reflect what Standard & Poor's views as the
company's "vulnerable" business risk profile, "aggressive"
financial risk profile, and "less-than-adequate" liquidity
position (as our criteria define the terms).

S&P views Mitel's business risk profile as vulnerable based on the
company's history of volatile operating results; small scale
relative to its larger competitors, most notably Cisco Systems
Inc. and Avaya Inc.; and the inherent riskiness of the
communications products industry in which it operates.  The
industry is characterized by cyclicality and rapid technological
change that is causing heightened competitive intensity.  These
risks are somewhat offset, in S&P's opinion, by Mitel's still-
healthy market position in the small and midsize business segments
and medium enterprise Internet protocol (IP) telephony market.

Mitel is a supplier of hardware and software-based IP telephony
platforms, including IP PBX systems; desktop devices (handsets and
peripherals); a suite of unified communications and collaboration
applications that integrate voice, video, and data communications
with business applications; and hosted voice services.

The negative outlook reflects Mitel's tight covenant headroom as
well as adjusted debt-to-EBITDA, which is above S&P's target for
the ratings.  S&P would likely revise the outlook to stable if the
company were to refinance its debt as proposed, resulting in
meaningfully improved covenant headroom and adjusted debt-to-
EBITDA improving toward S&P's mid-4x target for the ratings.

S&P could lower the ratings if Mitel does not complete its
refinancing as proposed, or if adjusted debt-to-EBITDA increases
to above 5x, which could occur if competitive losses resulted in
revenue erosion.  Given S&P's expectation of challenging market
conditions in the near-to-medium term, S&P is not likely to
consider raising the ratings unless adjusted debt-to-EBITDA were
to decline below 3.5x due to EBITDA growth and commensurate
revenue improvement.


NEIMAN MARCUS: Loan Re-pricing No Impact on Moody's 'B2' CFR
------------------------------------------------------------
Moody's Investors Service reports that Neiman Marcus Group, Inc.'s
successful re-pricing of its existing $2.56 billion senior secured
term loan is a credit positive event for the company but has no
impact to its B2 Corporate Family Rating and stable outlook. The
transaction reduces the average annual interest rate to LIBOR +
300 bps (with a 1.0% floor) from LIBOR + 350 bps (with a 1.25%
floor) with no change to maturity, covenants or total debt.

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.

Neiman Marcus Group, Inc., headquartered in Dallas, TX, operates
41 Neiman Marcus stores, 2 Bergdorf Goodman stores, 6 CUSP stores,
35 clearance centers, and a direct business. Total revenues are
about $4.4 billion.


NEOMEDIA TECHNOLOGIES: Maturity of YA Global Loans Moved to 2014
----------------------------------------------------------------
NeoMedia Technologies, Inc., has worked with YA Global
Investments, LP, to extend the maturity date on its loans.
NeoMedia's business has been growing and the restructuring will
allow NeoMedia to continue to build its business in a sustainable
fashion.

The restructured agreement will extend the maturity date of the
existing loans by 12 months until Aug. 1, 2014, an extension from
the original maturity date of Aug. 1, 2013.  The agreement also
cancels 1.4 billion of the 1.9 billion warrants assigned to YA and
resets the exercise price on the remaining warrants.

"We are happy to have again been able to work with YA on extending
the maturity date of our loans which will contribute to removing
the 'going concern' opinion in our SEC filings," said Laura
Marriott, chief executive officer of NeoMedia Technologies, Inc.
"We have not required any funding since September 2012, given the
success of our 2D Core and IP licensing businesses, and anticipate
this trend to continue as our business continues to expand in the
growing QR marketplace."

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.72 million in total assets, $83.09 million in total
liabilities, all current, $4.84 million in series C convertible
preferred stock, $348,000 of series D convertible preferred stock,
and a $80.55 million total shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NII HOLDINGS: S&P Cuts Sr. Notes Rating to 'CCC+' on $350MM Upsize
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Reston, Va.-based wireless carrier NII Holdings
Inc.'s proposed senior unsecured notes due 2019 to 'CCC+' from 'B-
' and revised the recovery rating to '5' from '4'.  The notes are
being upsized to $750 million from $400 million.  The '5' recovery
rating indicates S&P's expectation for modest (10% to 30%)
recovery in the event of a payment default.  NII International
Telecom S.C.A (NII International), a wholly owned subsidiary of
NII, is issuing the notes.  The lower issue-level rating reflects
diminished recovery prospects for the noteholders at this entity,
given the increase in the proposed debt issuance.

S&P expects that proceeds from the notes will be placed in escrow
and only released once the company provides adequate documentation
that its 2012 10-K meets applicable SEC requirements, including
its receipt of an unqualified audit opinion by Pricewaterhouse
Coopers, all of which should occur by March 18, 2013, based on the
regulatory timetable.  Moreover, the company will need to submit a
form 8-K with its earnings release that is materially consistent
with its previously published preliminary 2012 financial results.

Once proceeds are released from escrow, S&P expects NII to use net
proceeds to fund the expansion of its wireless networks, acquire
spectrum licenses, deploy 3G wireless technology in its markets,
and refinance existing debt at the operating companies.

S&P's 'B-' corporate credit rating and stable outlook are not
affected by the new debt.  S&P expects adjusted leverage to exceed
9.5x over the next year because of substantially lower EBITDA and
higher debt balances, including this new debt issue as well as the
company's proposed tower sale leaseback transaction.  However,
proceeds will also bolster the company's liquidity, which S&P
views as "adequate," allowing it to fund substantial free
operating cash flow deficits for the next few years.

RATINGS LIST

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

Downgraded; Recovery Rating Revised
                             To               From
NII International Telecoms S.C.A.
Senior Unsecured
  $750M notes due 2019       CCC+             B-
   Recovery Rating           5                4


NORTEL NETWORKS: UK Retirees Seek Arbitration After Failed Talks
----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that after mediation
efforts failed last month, retirees of Nortel Networks Corp.'s
U.K. unit on Friday proposed arbitration to end a protracted fight
over how to split $9 billion of liquidation proceeds among
creditors of the bankrupt telecom and its global affiliates.

The trustee for Nortel's U.K. pension plan -- who is seeking at
least $1.3 billion from the company's U.S. unit on behalf of
pensioners -- said in a Delaware bankruptcy court filing that
arbitration is preferable to the litigation path proposed by the
Canada-based company, the report added.

                       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.


OCEANCONNECT LLC: Biofuel Scandal Pushes Firm into Bankruptcy
-------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal's Bankruptcy Beat,
reported that a trading firm that accidentally sold millions of
dollars worth of fake biofuel credits has filed for bankruptcy,
fueling pressure on environmental regulators to fix the fraud
that's infected that market.

OceanConnect LLC of White Plains, N.Y., filed for Chapter 7
protection on Friday, facing a handful of lawsuits from top
gasoline refiners who have demanded to be reimbursed after
purchasing the fake credits through OceanConnect's brokerage
operations, the WSJ report related.

In court papers, OceanConnect said it ended last year with a $1.7
million loss, according to WSJ. In its bankruptcy petition, the
company said it still had about $350,000 worth of biofuel credits
in hand.

Tesoro Corp., one of the country's largest oil refiners, and
Phillips 66 Co. have both filed lawsuits against OceanConnect,
which sold more than $6.7 million worth of biofuel creditors from
Clean Green Fuel LLC starting in 2009, according to bankruptcy
court papers and a federal lawsuit that OceanConnect officials
filed last spring against the U.S. Environmental Protection
Agency, the WSJ report further related.

WSJ noted that the Clean Air Act calls for major oil refiners to
produce a certain amount of renewable fuel to mix with their
diesel or gasoline but big refiners can buy the credits to fulfill
their legal requirements from a biofuel company that makes fuel
from alternative sources like corn, cooking oil or soybeans. As
those companies churn out biodiesel, the producers simultaneously
create a tradable credit, which is assigned a 38-digit number so
that it can be tracked on the secondary trading market, WSJ said.
OceanConnect, founded in 2008, brokers the deals between refiners
who need to buy credits and biodiesel producers, according to its
lawsuit.


PEER REVIEW: Cancels 2011 Acquisition of A-1 Pipe
-------------------------------------------------
Peer Review Mediation and Arbitration, Inc., on Nov. 29, 2012,
discontinued the delivery of construction related environmental
services and rescinded the Company's January 2011 acquisition of
A-1 Pipe.

The Company has decided to focus its environmental service
offerings on the medical community.  Construction related
environmental services accounted for $496,250 in revenues and an
operating loss of $101,641 for the nine months ended Sept. 30,
2012, compared with total company revenues of $7,059,606 and a
total company operating loss of $1,549,100 for the same period and
$887,805 in revenues and $89,065 in operating income for the year
ended Dec. 31, 2011, compared with total company revenues of
$8,325,064 and a total company operating loss of $2,334,611 for
the same period.  These services made up less than 10% of total
company assets.

In an effort to accelerate revenue growth and profitability and to
most effectively achieve the Company's business plan, the Company
is focusing its efforts on the optimization of existing products
and services and the development of new products and services
centric to the Company's practice partnership and accountable-care
organization business models.  Management believes this will
better position the Company to effectively service the Company's
current and targeted medical customer base and maximize related
growth opportunities.

As part of the discontinuation, the Company is rescinding their
January 2011 acquisition of A-1 Pipe.  A-1 has taken back their
fixed assets and related liabilities.  The Company has cancelled
A-1's shares.

                         About Peer Review

Deerfield Beach, Fla.-based Peer Review Mediation and Arbitration,
Inc., was incorporated in the State of Florida on April 16, 2001.
The Company provides peer review services and expertise to law
firms, medical practitioners, insurance companies, hospitals and
other organizations in regard to personal injury, professional
liability and quality review.

The Company's balance sheet at Sept. 30, 2012, showed $1.8 million
in total assets, $5.9 million in total liabilities, and a
stockholders' deficit of $4.1 million.

As reported in the TCR on Aug. 6, 2012, Peter Messineo, CPA, in
Palm Harbor, Fla., expressed substantial doubt about Peer Review's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  Mr. Messineo
noted that the Company has recurring losses from operations, a
working capital deficit, negative cash flows from operations and a
stockholders' deficit.


PHOENIX ASSOCIATES: Dismissal of Suit Against Founders Affirmed
---------------------------------------------------------------
Highground, Inc., David Hallin and Ronda Hyatt appeal a bankruptcy
court's dismissal of their adversary complaints against Charles
Paul Alonzo, Jr. and Carolyn Williams Alonzo.  In their adversary
complaints, Highground et al. contend that the Alonzos, who are
debtors in a joint Chapter 7 proceeding, committed fraud, and seek
to have a debt allegedly owed to them excepted from discharge
pursuant to 11 U.S.C. Sec. 523(a)(2)(A), and to prevent the
Alonzos' discharge in bankruptcy pursuant to 11 U.S.C. Sections
727(a)(2)(A) and 727(a)(4)(A).  Hallin and Highground also appeal
the bankruptcy court's order granting them $25,000 in attorneys'
fees, arguing that the bankruptcy court improperly applied a
percentage formula to calculate the award, and that they should be
awarded the full amount of attorneys' fees and costs that they
claim, $350,393 in attorneys' fees and $16,193 in costs.

In a Feb. 7, 2013 Opinion available at http://is.gd/uWCRcbfrom
Leagle.com, District Judge Mary Ann Vial Lemmon affirmed the
bankruptcy court orders.

The case before the District Court is, HIGHGROUND, INC., ET AL. v.
CAROLYN WILLIAMS ALONZO AND CHARLES PAUL ALONZO, JR. SECTION: "S"
(2), Civil Action No. 12-1815, No. 12-2642 (E.D. La.).

Charles Paul Alonzo, Jr. and Carolyn Williams Alonzo are co-
debtors in a Chapter 7 bankruptcy case pending before the United
States Bankruptcy Court for the Eastern District of Louisiana.
The Alonzos are also the defendants in the related adversary
proceedings 10-1042 and 10-1043 filed by Highground et al.

In 1997, the Alonzos formed Phoenix Associates Land Syndicate,
Inc., which is a publicly traded company with approximately 2000
shareholders.  Phoenix Associates purchased distressed businesses
with various combinations of cash and preferred stock in Phoenix
Associates or other entities.  Phoenix Associates acquired 26
companies, but the business failed, leaving Phoenix Associates
with several million dollars of accrued debt.  As a result,
Phoenix Associates sought Chapter 11 protection.

                    About Phoenix Associate

Based in Madisonville, Louisiana, Phoenix Associates Land
Syndicate, dba Murphy Sand and Gravel -- http://www.pbls.biz/--
focused principally on the acquisition and development of
companies in the aviation, construction, mining and oil & gas
industries.

The Company filed for Chapter 11 on June 10, 2009 (Bankr. E.D.
La. Case No. 09-11743).  Claude C. Lightfoot, Jr., at Claude C.
Lightfoot, Jr. P.C., represented the Debtor in its restructuring
efforts.  In its schedules, the Debtor disclosed $6,300 in total
assets and $20.1 million in total liabilities.

The case was converted to Chapter 7 on July 31, 2009.


PINNACLE AIRLINES: Inks Agreement to Protect Confidential Info
--------------------------------------------------------------
Pinnacle Airlines Corp. signed an agreement with the Official
Committee of Unsecured Creditors to protect confidential
information and documents that will be produced in connection with
the committee's investigation of the airline and its affiliated
debtors.

The agreement was approved on February 11 by Judge Robert Gerber
of the U.S. Bankruptcy Court for the Southern District of New
York.  A full-text copy of the agreement is available for free at
http://is.gd/6FwGYI

                      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.


PROVIDENT FINANCING: Fitch Affirms 'BB+' Subordinate Loan Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Unum Group Inc.'s (NYSE: UNM) holding
company ratings, including the senior debt rating at 'BBB', as
well as the Insurer Financial Strength (IFS) ratings of all
domestic operating subsidiaries at 'A'. The Rating Outlook is
Stable.

Key Rating Drivers

The rating rationale includes UNM's overall operating performance
which has remained strong despite a weak global economy;
conservative investment portfolio; solid capital and liquidity at
both the insurance subsidiary and holding company levels; the
company's leadership position in the U.S. employee benefits
market; and increased diversification. Offsetting these positives
are Unum U.K.'s weak recent results and continued challenges UNM
faces in managing its run-off long-term care book of business,
especially in the current low interest rate environment.

The Stable Outlook reflects Fitch's belief that while UNM's
premium growth and operating margins continue to be challenged by
the weak economic environment and competitive market conditions,
the company's overall profitability will continue to support the
current rating. Operating margins in UNM's U.S. disability
business have held up better than Fitch's expectations, and they
have been better than those of peers.

While Unum U.K. results have shown deterioration, particularly
within the group life segment, the company has taken steps to
improve results going forward including implementing significant
rate increases and claims management improvements while reducing
its focus on the large case market. Unum U.K. also entered into a
50% coinsurance arrangement effective Jan. 1, 2013 designed to
reduce earnings volatility and capital requirements.

During 2012, UNM repurchased $500 million of its shares. Fitch's
expectation is that further share repurchases will be funded
through operating earnings to mitigate the impact on financial
leverage and the capitalization of the operating subsidiaries.
Further, Fitch generally views measured stock repurchase as a more
prudent use of capital than acquisitions or premium growth in a
soft rate environment.

UNM's financial leverage was 25% at year-end 2012. Fitch considers
the company's debt service capacity as being strong for the rating
level with GAAP earnings based interest coverage at 10x in 2012.
Holding company liquidity totaled $805 million at year-end 2012,
up from approximately $756 million at year-end 2011. UNM's risk-
based capital of its U.S. insurance subsidiaries was estimated at
396% at year-end 2012, at the high end of management's near to
intermediate term target of 375%-400%.

Rating Sensitivities

The key rating triggers that could lead to an upgrade include:

-- Improved general economic conditions including a growth in
    employment, salaries and disposable income which enable UNM
    to achieve its long-term target of 5%-7% annual earnings
    growth on its core operations.

-- GAAP earnings-based interest coverage over 12x and statutory
    maximum allowable dividend coverage of interest expense over
    5x.

-- U.S. risk-based capital ratio above 400% and run-rate
    financial leverage below 20%.

Key rating triggers that could lead to a downgrade include:

-- Deterioration in financial results that includes an increase
    in the U.S. group disability benefit ratio over 87%; GAAP
    earnings-based interest coverage falling below 8x and
    statutory maximum allowable dividend interest expense coverage
    falling below 3x.

-- Any additional reserve strengthening charges in the near term;

-- Holding company cash falls below management's target of
    approximately 1x fixed charges (interest expense plus common
    stock dividend), or roughly $290 million.

-- U.S. risk-based capital ratio below 350% and financial
    leverage above 25%.

Fitch affirms these ratings with a Stable Outlook:

Unum Group Inc.

-- Issuer Default Rating (IDR) at 'BBB+';
-- 7.125% senior notes due Sept. 30, 2016 at 'BBB';
-- 7% senior notes due July 15, 2018 at 'BBB';
-- 5.625% senior notes due Sept. 15, 2020 at 'BBB';
-- 7.25% senior notes due March 15, 2028 at 'BBB';
-- 6.75% senior notes due Dec. 15, 2028 at 'BBB';
-- 7.375% senior notes due June 15, 2032 at 'BBB';
-- 5.75% senior notes due Aug. 15, 2042 at 'BBB'.

Provident Financing Trust I

-- 7.405% junior subordinated capital securities at 'BB+'.

UnumProvident Finance Company plc

-- 6.85% senior notes due Nov. 15, 2015 at 'BBB'.

Unum Group members:

Unum Life Insurance Company of America
Provident Life & Accident Insurance Company
Provident Life and Casualty Insurance Company
The Paul Revere Life Insurance Company
The Paul Revere Variable Annuity Insurance Company
First Unum Life Insurance Company
Colonial Life & Accident Insurance Company
-- IFS at 'A'.


QUANTUM CORP: Files Form 10-Q, Incurs $8.1MM Net Loss in 3rd Qtr.
-----------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.14 million on $159.39 million of total revenue for the three
months ended Dec. 31, 2012, as compared with net income of $3.91
million on $173.49 million of total revenue for the same period a
year ago.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $37.91 million on $447.61 million of total revenue, as
compared with net income of $2.24 million on $492.06 million of
total revenue for the same period during the prior year.

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 total stockholders' deficit.

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

                        http://is.gd/YOttfX

                        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.


RADIAN GROUP: Posts $1.77-Mil. Net Loss in Fourth Quarter
---------------------------------------------------------
Radian Group Inc. on Feb. 11 reported a net loss for the quarter
ended December 31, 2012, of $177.3 million, or $1.34 per diluted
share, which included minimal net gains on investments and
combined net gains from the change in fair value of derivatives
and other financial instruments as well as an income tax provision
of $20.5 million.  This compares to a net loss for the quarter
ended December 31, 2011, of $121.5 million, or $0.92 per diluted
share, which included net gains on investments of $38.9 million,
combined net gains from the change in fair value of derivatives
and other financial instruments of $102.2 million and an income
tax provision of $65.4 million.  The net loss for the full year
2012 was $451.5 million, or $3.41 per diluted share, which
included net gains on investments of $184.9 million and combined
net loss from the change in fair value of derivatives and other
financial instruments of $226.3 million as well as an income tax
provision of $7.3 million.  This compares to net income for the
year ended December 31, 2011, of $302.2 million, or $2.26 per
diluted share, which included net gains on investments of $202.2
million and combined net gains from the change in fair value of
derivatives and other financial instruments of $821.7 million as
well as an income tax provision of $66.4 million. Book value per
share at December 31, 2012, was $5.51.

"In 2012, we took advantage of every opportunity to position
Radian for future success, including growing our volume of new,
high-quality mortgage insurance business each quarter, reducing
our portfolio of delinquent loans by 16%, maintaining a
competitive risk-to-capital ratio and reducing our financial
guaranty exposure by 51%," said Chief Executive Officer S.A.
Ibrahim.  "Although our fourth quarter results were impacted by
the continuing challenge of our legacy portfolio, our ability to
write new, profitable business remains undiminished."

Ibrahim added, "We hit the ground running in 2013 with $4 billion
of new business written in January and another decline in our
delinquent loan inventory, which better positions Radian for a
return to operating profitability."

CAPITAL AND LIQUIDITY UPDATE

-- Radian Guaranty's risk-to-capital ratio was 20.8:1 as of
December 31, 2012, compared to 20.1:1 as of September 30, 2012,
and 21.5:1 as of December 31, 2011. -- The change in the risk-to-
capital ratio from September 30, 2012, was primarily driven by
operating losses and an increase to the company's gross risk in
force resulting from strong, new mortgage insurance business
volume, partially offset by external and intercompany reinsurance
which decreased net risk in force.

-- The company expects to remain below a 25:1 risk-to-capital
ratio through 2013 including, if necessary, by contributing from
currently available holding company funds.

-- In order to proactively manage its risk-to-capital position,
Radian Guaranty entered into two quota share reinsurance
agreements in 2012 with the same third-party reinsurance provider.
As of December 31, 2012, a total of $1.9 billion was ceded under
those agreements.

-- The company also managed risk to capital through a new
intercompany reinsurance agreement, which reduced Radian
Guaranty's net risk in force by $2.6 billion in the fourth
quarter.

-- As of December 31, 2012, Radian Guaranty's statutory capital
was $926 million compared to $843 million a year ago.

-- Radian Group maintains approximately $336 million of currently
available liquidity, before the repayment this month of $79
million of outstanding debt.  After completion of the company's
debt exchange in January, the company has approximately $55
million of outstanding debt due in June 2015, with the balance of
debt maturing in 2017.

FOURTH QUARTER AND FULL YEAR HIGHLIGHTS

-- New mortgage insurance written (NIW) was $11.7 billion for the
quarter, compared to $10.6 billion in the third quarter of 2012
and $6.5 billion in the prior-year quarter.  Radian wrote an
additional $4 billion in NIW in January 2013, compared to $2
billion in January 2012. -- The product mix of Radian's NIW in
2012 shifted to an increased level of monthly premium business.
Of the $37.1 billion in new business written in 2012, 65 percent
was written with monthly premiums and 35 percent with single
premiums.  This compares to a mix of 59 percent monthly premiums
and 41 percent single premiums in 2011.

-- The Home Affordable Refinance Program (HARP) accounted for $2.9
billion of insurance not included in Radian Guaranty's NIW total
for the quarter.  This compares to $2.7 billion in the third
quarter of 2012 and $0.7 billion in the prior-year quarter.  As of
December 31, 2012, approximately 9 percent of the company's total
primary mortgage insurance risk in force had successfully
completed a HARP refinance.

-- NIW continued to consist of loans with excellent risk
characteristics, with 76 percent consisting of loans with FICO
scores of 740 or greater.

-- The mortgage insurance provision for losses was $306.9 million
in the fourth quarter of 2012, compared to $171.8 million in the
third quarter and $333.3 million in the prior-year period.
Mortgage insurance loss reserves were approximately $3.1 billion
as of December 31, 2012, which was up slightly from $3.0 billion
as of September 30, 2012, and down from $3.2 billion as of
December 31, 2011.  First-lien reserves per primary default were
$29,510 as of December 31, 2012, compared to $28,561 as of
September 30, 2012, and $26,007 as of December 31, 2011.

-- The total number of primary delinquent loans decreased by 2
percent in the fourth quarter from the third quarter of 2012, and
by 16 percent from the fourth quarter of 2011.  In addition, the
total number of primary delinquent loans decreased by 2 percent in
January.  The primary mortgage insurance delinquency rate
decreased to 12.1 percent in the fourth quarter of 2012, compared
to 12.6 percent in the third quarter and 15.2 percent in the
fourth quarter of 2011.  The company's primary risk in force on
defaulted loans was $4.3 billion in the fourth quarter, compared
to $4.4 billion in the third quarter and $5.2 billion in the
fourth quarter of 2011.

-- Total mortgage insurance claims paid were $263.4 million in the
fourth quarter, compared to $272.4 million in the third quarter
and $291.6 million in the fourth quarter of 2011.  The company
expects mortgage insurance net claims paid for the full-year 2013
of $900 million to $1.0 billion.

-- Radian Asset Assurance Inc. continues to serve as an important
source of capital support for Radian Guaranty and is expected to
continue to provide Radian Guaranty with dividends over time. --
As of December 31, 2012, Radian Asset had approximately $1.1
billion in statutory surplus with an additional $700 million in
claims-paying resources.

-- In November, Radian Asset agreed to the commutation of its
remaining reinsurance risk from Financial Guaranty Insurance
Corporation (FGIC), which reduced the company's total reinsurance
portfolio by 13 percent.  The commutation of the $822 million
reinsurance portfolio was completed in January 2013.

-- Last week, Radian Asset received regulatory approval to release
$61 million of contingency reserves, which will benefit Radian
Guaranty's statutory capital position.  The reserve release was
based on a reduction in Radian Asset's net par outstanding,
resulting from the maturing of exposures and other terminations of
coverage.  The company had anticipated the majority of the reserve
release and has included its impact in its projections of Radian
Guaranty's risk-to-capital during 2013.

-- Radian Asset has paid a total of $384 million in dividends to
Radian Guaranty since 2008, and expects to pay another dividend of
approximately $35 million in 2013.

-- Since June 30, 2008, Radian Asset has successfully reduced its
total net par exposure by 71 percent to $33.7 billion as of
December 31, 2012, including large declines in many of the riskier
segments of the portfolio.

                      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."


RADIOSHACK CORP: BlackRock Discloses 5.6% 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 5,564,638 shares of common
stock of Radioshack Corp. representing 5.59% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/NDisiP

                         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.


RALPH ROBERTS: Joint Plan of Reorganization Confirmed
-----------------------------------------------------
On May 25, 2012, Ralph Roberts Realty, LLC ("Realty") and its
majority owner, Mr. Ralph R. Roberts, both filed voluntary
petitions for Chapter 11 reorganization in the U.S. Bankruptcy
Court for the Eastern District of Michigan.  Realty and
Mr. Roberts determined that Chapter 11 reorganization was in their
best interest and the most beneficial course of action for their
stakeholders, creditors, investors, and employees in order to
manage and reorganize millions of dollars of legacy settlement
costs.

During the eight months that Realty and Mr. Roberts spent in
bankruptcy, they continued conducting normal business operations
while they restructured their debt, costs and other obligations.
Ralph Roberts Realty, LLC continues profitable operations for the
benefit of all current investors and continues employee pay and
benefits.

On January 23, 2013, Realty and Mr. Roberts reached a compromise
with their largest unsecured creditors, which led to the
confirmation of Realty and Mr. Roberts' Fifth Amended Combined
Joint Plan of Reorganization and Disclosure Statement.  Under the
terms of the Plan, Realty and Mr. Roberts will pay all
administrative costs of the bankruptcy, which include professional
fees, and will provide a distribution to all unsecured creditors.

Mr. Roberts will receive his bankruptcy discharge shortly, and
Realty will continue its operations without interruption during
the distribution period.  Realty and Mr. Roberts' unsecured
creditors, secured creditors and other constituencies support and
concur with the Plan and its proposed distribution.

"The confirmation of the Plan enables Realty and Mr. Roberts to
emerge as reorganized entities and shed millions of dollars of
burdensome legacy costs related to historical operational
settlements," says Hannah McCollum, Bankruptcy Attorney for Ralph
Roberts.  "Realty and Mr. Roberts will now devote their full focus
to continuing and strengthening their existing business, which
includes traditional real estate operations, tracking and
evaluating distressed properties for investors and bankruptcy
trustees, and locating and selling probate assets for the benefit
of probate estates.  Realty continues to report increased
profitability and cash flow, and both Realty and Mr. Roberts
believe that the bankruptcy process has enabled their strong
future and successful business."

                       About Ralph Roberts

Ralph Roberts and his namesake firm, Ralph Roberts Realty LLC, in
Sterling Heights, Michigan, filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case Nos. 12-53023 and 12-53024) on May 25,
2012.  Ralph Roberts is a Clinton Township realtor who owns the
giant nail from the iconic Uniroyal tire near Detroit Metropolitan
Airport.

According to Detroit News, the bankruptcy filing followed years of
disputes with real estate investors and fallout from a 2004
indictment stemming from the federal probe of Macomb County
Prosecutor Carl Marlinga.

Judge Thomas J. Tucker presides over the case.  Hannah Mufson
McCollum, Esq., and John C. Lange, Esq., at Gold, Lange & Majoros,
PC, serve as the Debtors' counsel.  Mr. Roberts disclosed more
than $1.86 million in assets and $73.2 million in liabilities in
his own Chapter 11 petition.  The real estate firm scheduled
assets of $1,520,232 and liabilities of $108,381.


RESIDENTIAL CAPITAL: Ex-Judge Gonzalez Delays Report Until May
--------------------------------------------------------------
Former Bankruptcy Judge Arthur J. Gonzalez, the court-appointed
examiner of the Chapter 11 cases of Residential Capital, LLC, and
its affiliated debtors, notified the U.S. Bankruptcy Court for the
Southern District of New York that the projected delivery date of
his report must be extended for an additional month, from the
previously-projected period of early April 2013 to early May 2013.

Counsel for the Examiner, Howard Seife, Esq., at Chadbourne &
Parke, in New York, related to the Court during the Feb. 7 omnibus
hearing on the Debtors' case that the Examiner has received
approximately 1.1 million documents, which amount to more than
seven and a half million pages from 20 producing parties.  The
Examiner has completed 50 interviews and scheduled 17 additional
interviews.  Another 25 interviews remain to be scheduled.

According to Mr. Seife, the delay of the delivery of the
Examiner's report is due to the enormous delivery of documents at
the end of January and early February, which was far in excess of
what the Examiner has anticipated and what would have complied
with a rolling production.  Faced with the additional two million-
plus pages of recently produced documents from the Debtors, it
will require reassessment of the ability to complete the report as
the Examiner has previously hoped, Mr. Seife further related.

Mr. Seife added that production of documents from four financial
institutions are not yet finished, and anticipates that production
of documents will be completed by middle of February.  Mr. Seife
also said that Ally Financial, Inc., has produced substantial
amounts of documents although there remain some issues in dispute
that the Examiner is working through with Ally.  These issues are
clawback requests, although Mr. Seife did not disclose further
details saying the parties are trying to resolve the disputed
issues.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000 ).


RESIDENTIAL CAPITAL: Has Deal to Pay $39.4MM to Freddie Mac
-----------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to approve a stipulation providing for the payment of $39.4
million to resolve the objection raised by Federal Home Loan
Mortgage Corporation -- Freddie Mac -- to the proposed sale of the
Debtors' assets.

The Debtors agreed that on the day they close the sale of their
loan servicing platform to Ocwen Loan Servicing LLC, they will pay
the amount to Freddie Mac and continue to make payments to Freddie
Mac in the ordinary course pursuant to a prepetition order
resolving certain claims among Debtors GMAC Mortgage, LLC, and
Residential Funding Company, LLC, Ally Bank N.A., and Freddie Mac
arising from a prepetition master servicing agreement.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000 ).


RESIDENTIAL CAPITAL: Court OKs Amendment to Ocwen Purchase Deal
---------------------------------------------------------------
The Bankruptcy Court approved a stipulation between Residential
Capital LLC and Ocwen Loan Servicing, LLC, amending the asset
purchase agreement for the sale and purchase of the Debtors' loan
origination and servicing platform assets.

The stipulation provides that the APA is amended to provide that
Ocwen, a Ginnie Mae Issuer, would (i) facilitate GMAC Mortgage,
LLC's securitization of Mortgage Loans eligible for Ginnie Mae
pooling and securitization, (ii) assume the servicing obligations
and Issuer responsibility for those Mortgage Loans, and (iii)
purchase the resulting MSRs in accordance with the Pool Issuance
and Immediate Transfer program (PIIT) at the approximately same
purchase price Ocwen agreed to pay in the Ocwen APA for existing
Ginnie Mae MSRs on the Closing Date, and the Debtors will now be
able to sell the Ginnie Mae Loans into Ginnie Mae securitizations.

A full-text copy of the Amended APA, dated Jan. 31, 2013, is
available for free at:

         http://bankrupt.com/misc/rescap_ocwenapa0131.pdf

                     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 ).


REVEL ENTERTAINMENT: Turnaround Advisors Kirkland, Moelis On Board
------------------------------------------------------------------
The Wall Street Journal's Mike Spector, Alexandra Berzon and
Heather Haddon report that people familiar with the matter said
Revel Entertainment Group LLC, whose operating subsidiary runs the
Revel casino in Atlantic city, N.J., hired law firm Kirkland &
Ellis LLP and investment bank Moelis & Co. within the past week to
mull options for reworking roughly $1.2 billion in debt.

The sources told WSJ that discussions on how to address the debt
are at an early stage and decisions haven't been made on next
steps.  Some of WSJ's sources said Revel is considering
negotiating a so-called prepackaged bankruptcy that would get
creditors on board with a restructuring plan ahead of a Chapter 11
filing and limit the company's stay in court, though it is one of
a number of options under consideration.  A few key investment
firms hold much of Revel's debt, according to several people
familiar with the matter.

The report notes Revel has been bailed out by investors several
times since opening in April and this month revealed it had
amended a credit agreement for the fourth time and hired Alvarez &
Marsal, a turnaround firm that helps companies conserve cash and
restructure operations.

                           About Revel

Revel Entertainment Group LLC -- http://www.revelresorts.com/--
owns Revel, a newly opened beachfront resort that features more
than 1,800 rooms with sweeping ocean views.  The smoke-free resort
has indoor and outdoor pools, gardens, lounges, a 32,000-square-
foot spa, a collection of 14 restaurant concepts, and a casino.
Revel is located on the Boardwalk at Connecticut Avenue in
Atlantic City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

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

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Revel to 'CCC'
from 'B-'.  "The downgrade reflects our view that a strong opening
for the Revel Resort was critical to the company's ability to ramp
up cash flow generation to a level sufficient to service its
capital structure.

In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC.  The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.


RG STEEL: Sues Carmeuse to Recover Preferential Transfers
---------------------------------------------------------
RG Steel Warren, LLC has filed a lawsuit against a supplier to
avoid and recover transfers of property made within 90 days before
its bankruptcy filing.

In an 11-page complaint, RG Steel said it made transfers of an
interest of its property to or for the benefit of Carmeuse Lime,
Inc. through payments of more than $2.4 million.  The transfers
were made between March 2 and May 31, 2012.

The complaint was filed on February 11 in the U.S. Bankruptcy
Court for the District of Delaware.

                          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: Preparing for Tuesday Ch.11 Filing, Lawyer Says
--------------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that special-
effects studio Rhythm & Hues, nominated for an Oscar for its
character-animation work in fantasy film "Life of Pi," plans to
file for Chapter 11 bankruptcy protection Tuesday, according to
its attorney, Brian Davidoff.

According to the report, Mr. Davidoff, a bankruptcy attorney with
law firm Greenberg Glusker, confirmed that Rhythm & Hues is
preparing to file for bankruptcy protection in Los Angeles on
Tuesday afternoon.

The report relates Rhythm & Hues said its offices remain open and
that it has secured money to "complete projects in house at the
quality level the studios have come to expect."  In a statement,
executives didn't explain the financial hardship.  Company
representatives didn't respond to requests for comment.


RSI HOME: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to Anaheim, Calif.-based RSI Home Products Inc.  The
rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating (the
same as the corporate credit rating) to the company's proposed
$525 million senior secured second-lien notes due 2018 with a
recovery rating of '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.

"The corporate credit rating on RSI Home Products Inc. (RSI)
reflects what we consider to be RSI's "weak" business risk
profile.  We view the company's business risk profile as weak due
to the company's very narrow customer base of two customers that
comprise 98% of sales (Home Depot & Lowe's), RSI's relatively
small size, narrow product breadth limited to kitchen, bath and
storage cabinets, vanities, and counter-tops, and its exposure to
cyclical home repair and remodeling trends,' said credit analyst
Thomas Nadramia.  "These factors are somewhat offset by the
company's long history as significant suppliers to Home Depot and
Lowe's, it's solid position in the "in-stock" category of kitchen
cabinets and bath vanities, relatively consistent sales and
earnings through recessionary periods, and low cost manufacturing
operations.  Our ratings also incorporate our assessment of the
company's financial risk profile as "aggressive" given debt/EBITDA
leverage (adjusted for operating leases) of about 4.4x at close of
the proposed transaction, funds from operation (FFO)-to-debt of
about 12%, and expected EBITDA/interest coverage of just more than
3x.  We expect these credit measures to improve over the next 12
to 24 months as the company dedicates free cash flow to debt
reduction."

The stable rating outlook reflects S&P's expectation that credit
measures will remain consistent with its aggressive financial risk
profile with 2013 debt-to-EBITDA and FFO-to-debt of about 4x and
12%, respectively, based on S&P's assumptions of flat sales growth
and modest debt repayment in the first year from free cash flow.
S&P also expects RSI will maintain adequate liquidity.

S&P could raise its rating on RSI if the company's sales and
EBITDA grow more quickly than expected, with resulting cash
utilized to reduce debt, resulting in debt leverage sustained well
below 3.5x and FFO-to-debt above 15%.  This could occur, under
S&P's scenario, if sales increased in the low double digits
percentage in each of the next two years while the company
continued to maintain its profit margins.

S&P considers a negative rating action as unlikely in the near
term, unless RSI has weaker-than-expected end market demand
resulting in a decline in volumes or the loss of business at one
or both of its major customers, such that total leverage increased
to well above 5x on a sustained basis or if, liquidity was
materially lessened.


SAN BERNARDINO, CA: Fails to Reach Deal with CalPERS on Time
------------------------------------------------------------
Tim Reid, writing for Reuters, reported that negotiations between
the bankrupt California city of San Bernardino and the state's
public pension fund over the city's unprecedented suspension of
pension payments have failed to produce an agreement before a
crucial court hearing, officials said on Thursday.

Senior officials at the California Public Employees Retirement
System, the biggest U.S. public pension fund and San Bernardino's
biggest creditor, have met with city budget officials and held
telephone conversations with the city's mayor over the past
several weeks, a Calpers spokesman said, according to the report.

The Calpers spokesman told Reuters that San Bernardino still has
not provided crucial financial information, or proposed a plan for
resuming its twice-monthly, $1.2 million payments to the fund.

Reuters related that the judge overseeing San Bernardino's request
for bankruptcy protection told the city in December that it must
provide more financial information to its creditors. Calpers says
its efforts to help the city produce the information have not been
as productive as it expected, but still hopes something can come
from negotiations before the next court hearing on Tuesday,
Reuters added.

                      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.


SANDY CREEK: S&P Withdraws Rating on $735MM 1st Lien Secured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its issue
rating on Sandy Creek Energy Associates L.P.'s $735 million first-
lien senior secured facility at the project  sponsor LS Power's
request.  The project has entered into an amendment to its credit
agreement that waives the requirement to maintain a credit rating.
S&P also withdrew the '3' recovery rating.

S&P lowered the rating to 'B+' in August 2012 to reflect higher
refinancing risk owing to the low electricity prices in the
Electricity Reliability Council of Texas market.  The negative
outlook reflected market conditions, which, while improving,
continue to remain below S&P's expectations for supporting the
level of debt burden.

Sandy Creek Energy represents 575 megawatts (MW) (64%) of the 900
MW Sandy Creek coal plant currently under construction in Riesel,
Texas.  The project had suffered significant damage during test
firing of the boiler in October 2011.  The damage resulted in a
delay in the commercial operations date in June 2012 to an
estimated start in Spring 2013.  The boiler demolition and rebuild
scope was 97.4% complete as of November 2012.  The project now
expects substantial completion by April 2013.


SEARS HOLDINGS: SVP Drobny's Annual Salary Hiked to $700,000
------------------------------------------------------------
The Compensation Committee of the Board of Directors of Sears
Holdings Corporation approved an increase in the annual base
salary of Dane A. Drobny, senior vice president, general counsel
and corporate secretary of the Company, from $650,000 to $700,000.
In addition, Mr. Drobny received a long-term incentive cash award
in the amount of $800,000; $200,000 of which will vest on Feb. 4,
2014, $300,000 of which will vest on Feb. 4, 2015, and $300,000 of
which will vest on Feb. 4, 2016, in each case, provided that he is
an employee of the Company on the applicable vesting date.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed
$21.80 billion in total assets, $17.90 billion in total
liabilities and $3.90 billion in total equity.

                          *     *     *

Sears carries a 'CCC+' corporate credit rating with stable outlook
from Standard & Poor's.

"The rating on Sears Holdings Corp. reflects its 'vulnerable'
business risk profile and 'highly leveraged' financial risk
profile. We expect the financial risk profile to remain highly
leveraged, with total debt to EBITDA remaining elevated at over
9x," S&P said in August 2012.

"Despite some recovery in profitability because of gross margin
expansion in the second quarter ended July 28, 2012, sales trends
remain poor, with comparable-store sales declining 3.7% in the
quarter," said Standard & Poor's credit analyst Ana Lai.


SNO MOUNTAIN: Can Use DFM Realty Cash Collateral Until March 31
---------------------------------------------------------------
Gary F. Seitz, the Chapter 11 trustee for Sno Mountain, LP,
entered into a stipulation with lender DFM Realty, Inc., on the
Debtor's use of cash collateral.

The Debtor in November filed a motion to use cash, proceeds of the
prepetition collateral, and other funds that the Debtor obtain
postpetition which may be subject to DFM's prepetition security
interest.  DFM is owed $7.2 million on a first loan and $1.72
million on a second loan.  The obligations of the Debtors are
secured by a first priority security interests on assets of the
Debtor.

The Debtor said the use of cash collateral is necessary for the
Debtor to be able to operate and pay post-petition expenses as
they come due.

Pursuant to a stipulation, DFM consents to the Debtor's use of
cash collateral until March 31, 2013.

As adequate protection for the diminution in value of DFM's liens:

     * DFM will receive replacement liens upon and security
interests in all of the Debtor's assets, subject only to the liens
granted in favor of Wynnewood Capital Partners, LLC.

     * Any cash collateral that is used by the trustee will
constitute a cost and expenses and will have superpriority status
pursuant to Sec. 503(b) and 507(b) of the Bankruptcy Code.

     * DF will receive reports from the trustee every Wednesday.

DFM Realty is represented by:

         Derek J. Baker, Esq.
         REED SMITH LLP
         2500 One Liberty Place
         1650 Market Street
         Philadelphia, PA 19103

                         About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) on Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.


SPHERIS INC: Trustee Distributes Nearly $38MM to Creditors
----------------------------------------------------------
Liquidating Trustee, Walter Jones of CoMetrics Partners, LLC, has
successfully distributed nearly $38 million to the creditors of SP
Wind Down Trust, formerly Spheris, Inc., a transcriber of medical
dictation for doctors and hospitals.  The first $29.7 million was
distributed in October 2010 within 30 days of the Plan's Effective
Date of September 20, 2010.  CoMetrics Partners was appointed
Financial Advisor and Mr. Jones Liquidating Trustee by The United
States Bankruptcy Court for the District of Delaware on
Confirmation of the Plan of Reorganization of SP Wind Down in
August, 2010.  Counsel to the Trust is Russell C. Silberglied of
Richards, Layton & Finger, P.A.

"We now understand the complex interactions among the almost 90
Federal and State returns filed to complete the wind down of SP.
As previously announced, we believe that there may be a small
final distribution to creditors," Mr. Jones said.  "We now expect
that to happen in 2014.  There can be no assurance of any further
distribution."

Mr. Jones has extensive experience in Chapter 11 restructuring and
has been directly responsible for advising debtors and creditors
committees with respect to marshalling and distributing estate
assets, reconciling claims and liabilities and maximizing timely
distributions to creditors.

The progress of the case, orders and other relevant materials will
be posted, can be followed by clicking on "SP Wind Down Trust" at
http://www.CoMetricsPartners.com

                     About CoMetrics Partners

Founded in 2005 by Managing Partner Gary D. Herwitz, CoMetrics
Partners LLC -- http://www.CoMetricsPartners.com-- specializes in
providing middle market companies with strategic vision and
leadership to integrate operations, technology and finance.  The
firm's services include turn around and restructuring services,
consulting and corporate finance as well a proprietary supply
chain management solution for middle market importers.

                        About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11
protection (Bankr. D. Del. Case No. 10-10352) on Feb. 3, 2010.
Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie
Farr & Gallagher LLP represent the Debtors in their Chapter 11
effort.  Jefferies & Company serves as financial advisors to the
Debtors.  Attorneys at Schulte Roth & Zabel LLP and Landis Rath &
Cobb LLP serve as counsel to the prepetition and DIP lenders.
Garden City Group Inc. is claims and notice agent.  The petition
says that assets range from $50 million to $100 million while
debts range from $100 million to $500 million.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


SPORTSMAN'S WAREHOUSE: Lease Assumption Removes Contract Breach
---------------------------------------------------------------
Under a pre-petition lease between landlord and debtor/tenant,
debtor was required to purchase the leased property "on or before
the Initial Term Expiration Date of December 25, 2008."  The
Debtor failed to purchase the property by that deadline but
remained in possession of the property on a month-to-month basis.
The Debtor filed bankruptcy in March 2009. Shortly thereafter,
landlord and Debtor entered into an agreement (without court
approval) that lowered the base rent and extended the "Initial
Term" of the lease to March 1, 2010.  The amendment makes no
mention of the purchase of the property but does state that "[t]he
Lease shall remain in full force and effect and shall remain
unaltered, except to the extent specifically amended herein."

In July 2009, the Debtor sought to assume and assign the lease.
The Debtor proposed a cure amount of $0.00, no objection was filed
and the Court approved the assumption of the lease.

The following February, the landlord asserted that the Debtor had
anticipatorily breached the lease for failure to provide notice of
its intent to purchase the property by the extended termination
date of March 1, 2010.  The Debtor exited the property and
litigation ensued.

Before the Court is the Debtor's motion for summary judgment.

In a ruling last week, Bankruptcy Judge Christopher S. Sontchi
said resolution of this case hinges on whether the Debtor's
obligation to purchase the property expired on Dec. 25, 2008 or
was generally tied to the expiration of the "Initial Term" of the
lease.  Based upon the plain meaning of the agreements, the Court
finds, as a matter of law, that the Debtor's obligation to
purchase the property expired on Dec. 25, 2008.  As the purchase
deadline was tied to a specific calendar date that had expired,
the obligation was not part of the lease as it was extended month-
to-month and ultimately to March 1, 2010.  The Debtor's failure to
purchase the property by Dec. 25 was a pre-petition breach of
contract and a default under the lease.  The Debtor provided
notice to the landlord of the Debtor's intent to assume the lease
with a proposed cure amount of $0.00.  As the landlord did not
object to the proposed cure or assumption, it may no longer assert
any claim for violation of the purchase option.  Thus, summary
judgment will be entered in favor of the Debtor.

The cases before the Court are, SPORTSMAN'S WAREHOUSE, INC.,
Plaintiff, v. McGILLIS/ECKMAN INVESTMENTS-BILLINGS, LLC,
Defendant; and McGILLIS/ECKMAN INVESTMENTS-BILLINGS, LLC,
Plaintiff, v. SPORTSMAN'S WAREHOUSE, INC., Defendant, Adv. Nos.
10-50818(CSS), 10-52913(CSS) (Bankr. D. Del.).  A copy of the
Court's Feb. 7, 2013 Opinion is available at http://is.gd/6EpHbt
from Leagle.com.

Counsel for McGillis/Eckman Investments-Billings, LLC, are:

           Gregory W. Werkheiser, Esq.
           William M. Alleman, Jr., Esq.
           MORRIS, NICHOLS, ARSHT & TUNNELL LLP
           1201 North Market Street
           Wilmington, DE 19899-1347
           Tel: (302) 351-9229
           Fax: (302) 425-4663
           E-mail: gwerkheiser@mnat.com
                   walleman@mnat.com

                - and -

           Bryce D. Panzer, Esq.
           BLACKBURN & STOLL, LC
           257 East 200 South, Suite 800
           Salt Lake City, UT 84111
           Tel: (801) 578-3520
           Fax: (801) 578-3521
           E-mail: bpanzer@blackburn-stoll.com

                    About Sportman's Warehouse

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment.  The Companies filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
09-10990) on March 20, 2009.  Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher, assisted the Companies in their
restructuring efforts.  Kurtzman Carson Consultants served as the
Company's claims agent.  The U.S. Trustee for Region 3 appointed
seven members to the official committee of unsecured creditors.
Greenberg Traurig LLP represented the Committee.  The Company
disclosed assets of $436 million and debt totaling $452 million as
of Dec. 31, 2008.  The Company emerged from chapter 11 in August
2009 under the terms of a Second Amended Plan projecting that
general unsecured claims, owed $130 million, would recover about
15% from future cash flows.


STAFFORD RHODES: Can Use Cash Collateral Until March 2
------------------------------------------------------
The U.S. Bankruptcy Court has approved the motion of Stafford
Rhodes, LLC and its affiliates to continue using cash collateral
until March 2, 2013, of these secured creditors:

       Debtor             Secured Creditors
       ------             -----------------
  Stafford Vista, LLC     LSREF2 Baron, LLC
  Stafford Wesley, LLC    LSREF2, LLC
  Stafford Rhodes, LLC    Wells Fargo Bank, N.A., through
                            Hudson Americas, LLC
  All Debtors             Ameris Bank

As adequate protection of its interest in the cash collateral, the
Court ruled that Ameris' right of set-off was preserved to the
extent that it existed as of the Petition Date notwithstanding the
application of Section 533 of the Bankruptcy Code.

As adequate protection for the Debtors' use of cash collateral,
the other secured parties are to receive replacement lien in the
Debtors' properties, and material adequate protection payments
from the Debtors.

The Secured Parties are represented by:

         Paul M. Rosenblatt, Esq.
         KILPATRICK TOWNSEND & STOCKTON LLP
         1100 Peachtree Street, NE, Suite 2800
         Atlanta, GA 30309-4530
         Tel: 404-815-6321
         Fax: 404-541-3373
         E-mail: Prosenblatt@kilpatricktownsend.com

Ameris Bank is represented by:

         Karl E. Osmus, Esq.
         DAVID M. WOLFSON, P.C.
         1010 Williams Street
         Valdosta, GA 31601

                       About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes estimated
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


SWISHER HYGIENE: Receives Toronto Stock Exchange Delisting Notice
-----------------------------------------------------------------
Swisher Hygiene, Inc. on Feb. 12 disclosed that on February 11,
2013, it received notice from the Toronto Stock Exchange
indicating the TSX had determined to delist the common stock of
Swisher Hygiene at the close of market on March 11, 2013 --
subject to Swisher Hygiene meeting TSX continued listing
requirements -- primarily relating to its failure to file certain
of its financial statements.

Swisher Hygiene expects to timely meet the conditions imposed by
the TSX to remain listed, and continues to work toward meeting the
previously announced conditions for continued listing on the
NASDAQ Stock Market.

                   About Swisher Hygiene Inc.

Swisher Hygiene Inc. is a NASDAQ and TSX listed company that
provides essential hygiene and sanitation solutions to customers
throughout much of North America and internationally through its
global network of company-owned operations, franchises and master
licensees operating in countries across Europe and Asia.


TALON INTERNATIONAL: Mark Dyne Lowers Equity Stake to 4.8%
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Mark Dyne disclosed that, as of Dec. 31,
2012, he beneficially owns 1,142,334 shares of common stock of
Talon International, Inc., representing 4.8% of the shares
outstanding.  Mr. Dyne previously reported beneficial ownership of
1,075,667 common shares or a 5.1% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                       http://is.gd/EmFUWW

                    About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company's balance sheet at Sept. 30, 2012, showed
$17.84 million in total assets, $10.06 million in total
liabilities, $23.07 million in series B convertible preferred
stock, and a $15.29 million total stockholders' deficit.


TALON INTERNATIONAL: Larry Dyne Hikes Equity Stake to 14.2%
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Larry Dyne disclosed that, as of Dec. 31,
2012, he beneficially owns 3,589,600 shares of common stock of
Talon International, Inc., representing 14.2% of the shares
outstanding.  Mr. Dyne previously reported beneficial ownership of
2,089,600 common shares or a 9.2% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/S8ffFy

                      About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company's balance sheet at Sept. 30, 2012, showed
$17.84 million in total assets, $10.06 million in total
liabilities, $23.07 million in series B convertible preferred
stock, and a $15.29 million total stockholders' deficit.


TALON INTERNATIONAL: Lonnie Schnell Hikes Equity Stake to 15.4%
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lonnie D. Schnell disclosed that, as of
Dec. 31, 2012, he beneficially owns 3,975,000 shares of common
stock of Talon International, Inc., representing 15.4% of the
shares outstanding.  Mr. Schnell previously reported beneficial
ownership of 2,475,000 common shares or a 10.7% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                         http://is.gd/mgAcPo

                       About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company's balance sheet at Sept. 30, 2012, showed
$17.84 million in total assets, $10.06 million in total
liabilities, $23.07 million in series B convertible preferred
stock, and a $15.29 million total stockholders' deficit.


THELEN LLP: 3 More Ex-Partners Strike Clawback Deals
----------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that the trustee for
bankrupt Thelen LLP has reached undisclosed settlements with three
more former partners who agreed to repay compensation they earned
before the law firm dissolved in 2008, according to a Wednesday
court filing.

Yann Geron, the Chapter 7 trustee for Thelen, asked a New York
federal court to approve the clawback settlements with former
partners Christopher D. Baker, Brian R. Gallagher and Darlene H.
Smith, the report related. Settlement documents filed alongside
the motion were partially redacted to conceal the amounts as part
of a confidentiality agreement the trustee and the former partners
entered into, the report added.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TRANSGENOMIC INC: Has Forbearance with Dogwood Until March 31
-------------------------------------------------------------
Transgenomic, Inc., entered into a forbearance agreement with
Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest
Laboratories, Inc., and successor-in-interest to PGxHealth, LLC,
with an effective date of Dec. 31, 2012.

As partial consideration for the previously disclosed acquisition
of certain assets by Transgenomic from PGX and Clinical Data,
Inc., on Dec. 29, 2010, Transgenomic issued to PGX a three-year
senior secured promissory note with an interest rate of 10% per
annum and an aggregate principal amount of $8,639,650, which
principal amount became payable in equal quarterly installments
commencing on June 29, 2012, through Dec. 29, 2013.

In December 2012, Transgenomic commenced discussions with the
Lender to defer the payment due on Dec. 31, 2012, until March 31,
2013.  As of Dec. 31, 2012, an aggregate of $1,388,092 was due and
payable under the Note by Transgenomic, and non-payment would
constitute an event of default under the Note and that certain
Security Agreement, dated as of Dec. 29, 2010, entered into
between Transgenomic and PGX.  Pursuant to the Forbearance
Agreement, the Lender agreed, among other things, to forbear from
exercising its rights and remedies under the Note and the Security
Agreement as a result of the Event of Default, effective as of
Dec. 31, 2012.

The Forbearance Agreement will terminate upon the occurrence of
certain events, including, but not limited to, the occurrence of
any event of default under the Note or the Security Agreement
other than the Event of Default and the occurrence or existence of
a breach by Transgenomic or default of any condition, covenant,
term or provision of the Forbearance Agreement or the Security
Agreement, and in any case on March 31, 2013.

A copy of the Forbearance Agreement is available at:

                      http://is.gd/cxi7jm

                      About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company's balance sheet at Sept. 30, 2012, showed $42.88
million in total assets, $20.31 million in total liabilities and
$22.57 million in total stockholders' equity.


TRIUMPH GROUP: Moody's Rates New $350MM Sr. Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Triumph Group, Inc. at Ba2, and maintained the company's positive
outlook following the company's announcement of its intention to
issue $350 million of senior unsecured notes in conjunction with
the recently announced acquisition of Goodrich Pump and Engine
Control Systems from United Technologies Corporation (A2,
negative).

Moody's assigned a Ba3 rating to the new $350 million senior
unsecured notes. Moody's also affirmed Triumph's speculative grade
liquidity rating of SGL-2, indicating a near term good liquidity
profile.

The following rating has been assigned:

  Ba3 (LGD4, 63%) to the $350 million new senior unsecured notes
  due 2021.

The following ratings have been affirmed:

  Ba2 corporate family rating;

  Ba2-PD probability of default rating;

  $350 million senior unsecured notes due 2018 at Ba3 (LGD4,
  63%);

  $175 million senior subordinated notes due 2017 at B1 (LGD6,
  92%); and

  SGL-2 speculative grade liquidity rating.

Ratings Rationale

Triumph's Ba2 corporate family rating reflects the company's
capabilities as a well established Tier One capable aerostructure
and aircraft component and systems supplier, diversified across a
number of commercial and military aircraft programs, with a track
record of strong operating performance, cash flow generation and
balance sheet management. Key credit metrics (Debt to EBITDA of
2.7 times and Retained Cash Flow to Debt of 34.6%, LTM to December
31, 2012) are above the medians for the rating category, however
Moody's expects these metrics will modestly weaken as a result of
increased debt following the GPECS acquisition. Moody's believes
both the GPECS and the recently completed Embee, Inc. acquisitions
are good strategic fits for the company, and will be accretive to
earnings, however; their collective purchase price could approach
the company's FY'13 free cash flow generation which will nullify
recent debt reduction efforts.

While Moody's expects Triumph will maintain a strong credit
profile, if the aggregate size of recent acquisitions is
indicative of a shift to a more aggressive acquisition strategy in
the face of declining military spending it could temper ratings
momentum thus limiting its ability to migrate to a higher rating
category.

Strong commercial aerospace trends and anticipated modest
improvement in regional and business jets should largely offset
defense headwinds, which should support Triumph's operating
performance and cash generation allowing it to reduce leverage
over the intermediate term. The rating is constrained due to the
cyclicality of the commercial aerospace industry, the still large
customer concentration with The Boeing Company (A2, stable)
(including significant content on the currently grounded 787
program), and the sensitivity of military product demand to public
policy and budgetary pressures.

The company's SGL-2 Speculative Grade Liquidity rating reflects
expectation for continuation of a good liquidity profile over the
next 12-18 months. While the company maintains a modest cash
position ($33 million as of December 2012), the company is
expected to generate solid free cash flow and has ample external
liquidity. The company maintains a $1.0 billion secured revolving
credit facility which matures in May 2017. Availability under the
facility as of December 31, 2012 was $651 million after $318
million of borrowings and $31 million of issued letters of credit.
Moody's expects the near-term revolver availability to increase,
as some of the borrowings under the revolving credit facility are
likely to be repaid with the proceeds from this note offering.
Triumph is also expected to maintain significant cushion under its
financial covenants over the next four quarters.

Maintaining the positive rating outlook reflects Moody's
expectations that Triumph will focus on reducing leverage through
applying free cash flow and management of the pension liability.
Additionally, the good liquidity profile combined with the
company's technical capabilities and customer base, and likely
cost/revenue benefits from the acquisitions should enable Triumph
to strengthen credit metrics over the near-term as they are
integrated.

Upward revision to Triumph's rating could occur if the company
were to maintain its leverage such that Debt to EBITDA on a
Moody's adjusted basis is sustained below 3 times and Free Cash
Flow to Debt is sustained above 15%. Further, the ability to
maintain margins as military revenues decline and integration
efforts proceed in the near term could lead to a ratings upgrade.
The ratings and/or outlook could be lowered should an unexpected
demand decline occur in the commercial aerospace sector.
Unanticipated rate changes/reduction announcements from the OEM's,
particularly Boeing, which could lead to deterioration of
Triumph's operating performance, could also result in an outlook
change. Moreover, if Triumph were to increase debt levels
materially for any reason, including acquisitions, with Debt to
EBITDA exceeding 4.5 times on a sustained basis, the rating could
be lowered.

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.

Triumph Group, Inc. principally designs, manufactures, and
overhauls aircraft components and structural assemblies for
commercial and military applications. Revenues were about $3.6
billion in the twelve months period ended December 31, 2012.


TRIUMPH GROUP: S&P Affirms 'BB' CCR; Rates $350MM Notes 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Triumph Group Inc.  The outlook is positive.

At the same time, S&P raised its issue rating on the company's
existing $350 million 8.625% notes due 2018 to 'BB-' from 'B+'.
S&P also revised the recovery rating to '5' from '6' because of a
reassessment of S&P's expected emergence enterprise value for the
company, which resulted in improved recovery prospects in a
default scenario.  The '5' recovery rating indicates S&P's
expectations of a modest recovery (10%-30%) in the event of
payment default.  S&P also assigned its 'BB-' issue rating and '5'
recovery rating to the proposed $350 million senior notes due
2021.  S&P affirmed the 'B+' issue rating and '6' recovery rating
on Triumph's subordinated debt, indicating expectations of
negligible (0%-10%) recovery.

"Our ratings on Triumph Group reflect our expectations that the
company will continue to use its free cash flow to reduce its debt
and pension plan obligations, which we believe will lead to an
improvement in key credit metrics over the next 12 months," said
Standard & Poor's credit analyst Christopher DeNicolo.  S&P assess
Triumph's business risk profile as "fair," given its participation
in the competitive and cyclical commercial aerospace market, for
which the company is a major supplier.  Offsetting this factor
somewhat is its presence on a range of commercial aircraft, as
well as business jets and military aircraft, which provide
meaningful diversity.  S&P views the company's financial risk as
"significant," reflecting credit protection measures that are
somewhat better than average for the rating, with pro forma debt
to EBITDA of about 3x, funds from operations (FFO) to debt of
about 25%, and "adequate" liquidity.

Triumph recently announced plans to acquire the Goodrich Pump and
Engine Control Systems (GPECS) business from United Technologies
for an undisclosed amount and expects the transaction to close in
March 2013.  The company also plans to issue $350 million of new
notes, using the proceeds to repay revolver borrowings that it
will redraw to finance the GPECS purchase.  The transaction will
result in a modest deterioration in credit ratios, with pro forma
debt to EBITDA for the 12 months ended Dec. 31, 2012, increasing
to 3x from 2.7x.  S&P expects some improvement over the next 12
months because of growing earnings resulting from strength in the
commercial aerospace market and contributions from acquisitions,
as well as a reduction in debt and postretirement liabilities from
the application of free cash flows.  In fiscal 2014 (ending
March 31, 2014), S&P expects debt to EBITDA to drop to about 2x
and FFO to debt to improve to about 35%, absent further debt-
financed acquisitions.

The outlook is positive.  A strong commercial aerospace market and
the contributions from acquisitions should result in solid revenue
and earnings growth for the next few years.  In addition, S&P
expects the company to use healthy cash flows to reduce debt and
make voluntary pension contributions.  The combination of these
factors is likely to result in improving credit measures in 2013
and 2014, despite the higher debt to fund the recent acquisitions.
S&P would consider an upgrade if total debt to EBITDA falls below
2.5x and FFO to debt improves to more than 35%.

Although less likely, lower-than-expected growth in the commercial
aerospace market (possibly because of weaker demand, a supply
chain disruption, or delays on new programs; a significant
reduction in military sales because of budget pressures;
operational shortfalls; or a lack of meaningful debt reduction and
progress on Vought's pension deficit could prevent the material
strengthening S&P expects in Triumph's credit protection measures.
S&P could revise the outlook to stable if this results in debt to
EBITDA increasing to more than 3x and FFO to debt remaining below
30%.


UNITED SURGICAL: $150MM Debt Add-On No Impact on Moody's 'B2' CFR
-----------------------------------------------------------------
Moody's Investors Service reports that United Surgical Partners
International, Inc.'s proposed $150 million first lien term loan
add-on and repricing on its existing $832 million first lien
credit facilities is a credit positive. The add-on does not affect
USPI's B2 Corporate Family Rating, B1 rating on its term loans or
stable rating outlook.

The last rating action on USPI was the assignment of a B1 rating
to the company's $150 million term loan B on December 17, 2012.

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

United Surgical Partners International, Inc., headquartered in
Dallas, TX, owns and operates ambulatory surgery centers and
surgical hospitals in the United States and Europe. At September
30, 2012, the company operated 203 short-stay surgical facilities.
Of the 203 facilities, USPI consolidates the results of 59
facilities and accounts for 144 facilities under the equity method
of accounting. The majority of the company's US facilities are
jointly owned with local physicians and not-for-profit healthcare
systems.


UNITED WESTERN: U.S. Trustee Objects to Disclosure Statement
------------------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to United
Western Bancorp case filed with the U.S. Bankruptcy Court an
objection to the Disclosure Statement related to the Chapter 11
Plan filed by United Western Bancorp, Matrix Funding and Matrix
Bancorp.

The Trustee states, "The Disclosure Statement does not contain
adequate information of a kind, and in sufficient detail, to
enable a reasonable creditor to make an informed decision about
the Plan as required by 11 U.S.C. 1125. Specifically, the
Disclosure Statement does not sufficiently explain the necessity
of hiring an insider to serve as a Liquidating Trustee pursuant to
a confirmed plan of liquidation versus converting the cases to
Chapter 7 and having a Chapter 7 trustee liquidate the estate,"
according to the report.

                        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.


UNIVAR INC: Moody's Keeps CFR at 'B2' After $400MM Loan Increase
----------------------------------------------------------------
Moody's Investors Service affirmed Univar Inc.'s B2 Corporate
Family Rating and the B2 rating on its term loan B after Univar
proposed a $250 million increase in the term loan B and the
addition of a $150 million-equivalent Euro tranche term loan B.
The Euro tranche term loan B was assigned a B2 rating. The
proceeds from the $400 million of additional term loans will be
used to repay outstanding borrowings under the ABL revolver
(approximately $250 million) and for general corporate purposes,
including acquisitions. The outlook is stable.

The following summarizes the ratings activity:

Univar, Inc.

Ratings affirmed

  Corporate Family Rating - B2

  Probability of Default Rating - B2-PD

  Senior Secured Term Loan B due 2017 -- B2 (LGD4, 50%) from B2
  (LGD3, 47%)

Rating Assigned

  Senior Secured Euro Term Loan B due 2017 -- B2 (LGD4, 50%)

Outlook - Stable

Ratings Rationale

The incremental term loan will increase leverage to over 7x,
placing Univar weakly in the B2 rating category (leverage as of
September 30, 2012, pro forma for the proposed financing and
repayment of revolver, the $550 million incremental term loan
obtained in October 2012, the Magnablend acquisition closed in
December 2012 and including Moody's standard analytical
adjustments, which are based on Univar's 2011 audited financials).
On a pro forma basis, after the new debt financing, Univar will
have balance sheet debt of $4.1 billion as of December 31, 2012.
The repayment of borrowings under the revolver will improve the
firm's liquidity, but Moody's expects the firm could use the
additional liquidity, along with cash balances, to help fund
seasonal working capital needs and future acquisitions. Moody's
expects that the company will be able to grow its sales and
profits over the next 12-18 months primarily due to acquisitions
in 2012 along with synergies from the Magnablend acquisition. The
company has successfully de-levered in the past after increasing
leverage for dividends and acquisitions. However, de-leveraging
has occurred primarily through the growth in profits and cash
flow, and not from the repayment of debt.

Univar's B2 CFR also reflects its modest operating margins (albeit
typical for a chemicals distributor) that allow for a minimal
cushion in its highly leveraged situation, an underperforming
European business with regional concentration, a product mix in
the US weighted towards commodity chemicals, its history of
inconsistent free cash flow generation as cash flow has been
invested in working capital to support sales growth, and working
capital seasonality associated with the company's agricultural
chemicals distribution business in Canada that will require the
company to borrow additional funds on a seasonal basis. The
ratings favorably recognize Univar's leading market share in North
America and large market share in Europe, economies of scale,
long-lived customer and supplier relationships with minimal
concentration, favorable industry trends in outsourcing to
distributors that has resulted in the distribution business
growing faster than overall chemicals sales, the stable nature of
the firm's historical EBITDA generation, and relatively modest
maintenance capital expenditure requirements.

The rating outlook is stable, however the firm's credit metrics
weakly position it in the B2 rating category. The ratings could be
downgraded if leverage (Debt / EBITDA) does not decline below 7x
by the end of the third quarter 2013 or the company is unable to
continue to grow EBITDA. There is little upward pressure on the
rating given Univar's high leverage and the potential for event
risk (e.g., debt-financed acquisitions). If the company maintained
a leverage (Debt / EBITDA) ratio of less than 4.5x on a sustained
basis, the ratings could be upgraded.

Univar Inc. is one of the largest distributors of industrial
chemicals and providers of related services, operating
approximately 260 distribution centers to service a diverse set of
end markets in the US, Canada and Europe. The company was taken
private in October 2007, and is currently majority owned by funds
managed by CVC Capital Partners and Clayton, Dubilier & Rice, LLC.
The company had revenues of $9.7 billion for the twelve months
ended September 30, 2012.

The principal methodology used in rating Univar was the Global
Chemical 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.


UNIVAR INC: S&P Assigns 'B+' Rating to $150MM Euro-Equivalent Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Univar Inc.'s term loan, which it plans to upsize by up to $300
million, to '4' from '3' and affirmed the 'B+' issue-level rating
(the same as S&P's corporate credit rating).  At the same
time, S&P assigned its 'B+' issue-level rating and '4' recovery
rating to Univar's $150 million Euro-equivalent term loan tranche.
The '4' recovery rating indicates S&P's expectation of average
(30% to 50%) recovery for lenders in the event of a payment
default.

S&P also affirmed its 'B+' corporate credit rating on the company.
The outlook is stable.

"The ratings on Univar reflect its high leverage and very
aggressive financial policies, as well as our expectation that
business conditions and operating trends over the next couple of
years will continue to support adequate cash flow generation,
strong liquidity, and a modestly improving financial profile,"
said Standard & Poor's credit analyst Seamus Ryan.

Standard & Poor's characterizes Univar's business risk profile as
"satisfactory" and its financial risk profile as "highly
leveraged."

The stable outlook reflects S&P's expectation for steady operating
results and its belief that relatively favorable business
conditions will allow Univar to maintain a financial profile
consistent with the ratings.  S&P expects increasing volumes--
mostly through acquisitions--and stable margins, as a result of
various cost-reduction efforts and synergies related to its
acquisitions, to support operating results.  The stable outlook
also reflects S&P's view that moderate cash flow generation should
continue to support capital expenditures, modest acquisitions, and
gradual debt reduction.

S&P could lower the ratings if liquidity declines significantly or
if free cash flow generation is lower than S&P projects because of
unexpected business challenges.  S&P could also lower the ratings
if EBITDA margins weaken by 100 basis points or more and volumes
decline over 5% from current expectations.  At that point, S&P
expects the company's credit metrics would weaken, including
leverage deteriorating to 7x or higher and FFO to total debt
approaching 5%.  S&P could also lower the ratings if unexpected
cash outlays or aggressive financial policy decisions reduce the
company's liquidity or further strain its financial profile.

S&P could consider raising the ratings modestly if FFO to total
debt exceeds 12% and total debt-to-EBITDA decreases to below 5x on
a sustained basis.  However, Univar's very aggressive financial
policies, including the potential to further increase debt to fund
larger acquisitions or dividend distributions to shareholders,
limit the potential for an upgrade over the near term.


UNIVISION COMMUNICATIONS: Moody's Rates New $1.5BB Term Loan 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Univision
Communications, Inc.'s proposed $1.5 billion senior secured term
loan due 2020 and $500 million senior secured revolver due 2018.
Univision plans to utilize the net proceeds from the credit
facility to pay down its existing term loans and roll over
revolver borrowings. Univision's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, other debt instrument ratings, SGL-
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing favorably improves Univision's maturity profile
and reduces refinancing risk related to its 2014 and 2017
maturities with minimal change to annual cash interest costs
(expected to vary by less than $5 million from current run rate).
Univision is requesting lender approval to repay the outstanding
term loans ratably. If the request is approved, Univision plans to
apply 93% of the proceeds from the $1.5 billion term loan to the
2017 extended term loan and the balance to its 2014 term loans.
Moody's believes Univision can fund its remaining 2014 term loan
($253 million pro forma for the proposed transactions) through
free cash flow and drawdowns under its new $500 million revolver
and $120 million receivables facility expiring March 2016.
Univision has no meaningful maturities in 2015 and with the next
significant maturity hurdle in 2016/2017, the company has
additional time to grow earnings and reduce leverage.

Assignments:

Issuer: Univision Communications, Inc.

  Senior Secured Bank Credit Facility (Term Loan due 2020),
  Assigned B2, LGD3 - 40%

  Senior Secured Bank Credit Facility (Revolver due 2018),
  Assigned B2, LGD3 - 40%

Ratings Rationale

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the U.S. supported by long-term
U.S. distributions rights to part-owner Grupo Televisa, S.A.B's
(Televisa; Baa1, stable) Spanish-language programming, and good
intermediate-term growth prospects. These strengths are tempered
by Univision's very high leverage, refinancing risk, and exposure
to cyclical advertising revenue. Growth prospects supported by
Hispanic demographic trends and the market position, as well as
strong operating margins lead to growing and sizable unlevered
cash flow generation. The risk of a restructuring of its highly
leveraged balance sheet (gross debt-to-EBITDA is approximately
12.4x FY 2012 incorporating Moody's standard adjustments and the
Televisa note in debt, and excluding non-cash advertising revenue)
would be elevated if economic conditions were to weaken.

Moody's expects revenue growth in a 6-7% range in 2013 assuming a
continued moderate economic expansion. The absence of meaningful
political advertising is a drag, although Moody's projects
continued strong distribution fee growth and a roughly 6% increase
in television advertising (excluding non-cash revenue from
Televisa, major soccer, and political). In 2014, Moody's expects
11-13% revenue growth with a strong boost from the 2014 World Cup
in Brazil. Debt-to-EBITDA should decline to approximately 11x in
2013 and 10x in 2014 based on Moody's projections. Moody's
believes Univision has adequate cash, cash flow and revolver
capacity to fund debt service through 2015. A covenant amendment
could be necessary if the economy weakens given step-downs in the
net senior leverage covenant to 8.5x on 12/31/13 from 9.25x at
present. Moody's does not believe Univision will generate
sufficient free cash flow to fund the $3.3 billion of remaining
2016/2017 maturities upon completion of the proposed transactions,
creating refinancing risk. Moody's anticipates Univision will be
able to refinance the maturities if it continues to grow revenue
and earnings, but there is uncertainty related to credit
market/economic conditions, Univision's leverage position, and
level of free cash flow generation.

The $5.4 billion senior secured credit facility (including the
proposed extended term loan and revolver) are guaranteed by
Univision's domestic operating subsidiaries and Broadcast Media
Partners Holdings, Inc. (Univision's parent) and are secured by a
first lien on substantially all of the assets of Univision and its
subsidiaries. Univision's $1.2 billion 2019 notes, $750 million
2020 notes and $1.225 billion 2022 notes are supported by the same
collateral package. Moody's ranks the credit facility, 2022 notes,
2020 notes, and 2019 notes the same in its loss given default
notching methodology based on the instruments' pari passu first
lien senior secured claims. The credit facility nevertheless
contains covenants that provide additional protection and could
improve recovery prospects relative to the notes. The 2020
maturity of the proposed revolver springs to the end of December
2016 if more than $1.5 billion of the remaining $3.1 billion term
loans due March 2017 remain outstanding as of that date. The B2
ratings on the existing $43.2 million revolver due 2014 and $409
million revolver due 2016 will be withdrawn upon completion of the
refinancing as Univision plans to terminate the facilities.

The stable rating outlook reflects Moody's view that Univision
will maintain an adequate liquidity position and be able to fund
debt service while steadily de-leveraging over the next two years
based on Moody's central economic projection for modest growth in
the U.S. and global economy.

A deterioration in liquidity including an inability to generate
positive free cash flow, a greater than anticipated decline in the
covenant cushion, heightened concern that maturities cannot be
refinanced, or renewed economic weakness could result in a
downgrade. The ratings will also be vulnerable to a downgrade as
long as debt-to-EBITDA is above 10x, although a downgrade may not
occur if the company has adequate liquidity given the potential
for meaningful de-levering during economic expansions.

An upgrade is unlikely in the near term given the high leverage
and 2016-2017 refinancing needs. However, good operating execution
or an equity offering that leads to consistent free cash flow
generation and debt reduction, debt-to-EBITDA sustained below 8.5x
and free cash flow exceeding 3% of debt could position the company
for an upgrade. A good liquidity position including a high degree
of confidence that Univision can refinance its maturities would be
necessary for an upgrade.

Please see the ratings tab on Univision's issuer page on
Moodys.com for the last Credit Rating Action and the rating
history. Please see the credit opinion at www.moodys.com for
additional information on Univision's ratings.

The principal methodology used in rating Univision was the Global
Broadcast and Advertising Related Industries Methodology published
in May 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.

Univision, headquartered in New York, NY, is the leading Spanish-
language media company in the United States. Revenue for fiscal
year ended December 2012 was approximately $2.4 billion.


VIVARO CORP: Files Schedules of Assets and Liabilities
------------------------------------------------------
Vivaro Corp. filed with the Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $47,530,929
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,132,849
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $24,737
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $49,485,465
                                 -----------      -----------
        TOTAL                    $47,530,929      $51,643,053

A copy of the schedules is available for free at:

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

                      About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtors are represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP is counsel and BDO Consulting is the financial advisor to
the committee.


VIVARO CORP: Hires UHY Advisors as Accounting Providers
-------------------------------------------------------
Vivaro Corp. and its affiliates ask the U.S. Bankruptcy Court for
permission to employ UHY Advisors NY, Inc. and UHY LLP as
accounting and tax service providers, nunc pro tunc to the
Petition Date.

UHY will provide certain accounting and tax compliance services,
including, but not limited to, the preparation of all federal and
state income tax returns, representation in connection with
governmental audits, and review and compliance with governmental
notices and inquiries concerning tax and accounting matters, as
well as such other accounting and tax services the Debtors may
from time to time request.

The following UHY professionals are expected to have primary
responsibility for providing Services to the Debtors:

      Stephen S later       Partner and Managing Director
      Chuck Sockett         Managing Director
      Pat Klemz             Principal
      Renata Stasaityte     Senior

UHY will receive compensation on an hourly basis for all services
at these hourly rates:

              Title                         Rate
              -----                         ----
        Partner/Managing Director        $400 to $500
        Principal                        $375 to $400
        Senior Manager                   $350 to $375
        Manager                          $325 to $350
        Senior                           $225 to $250
        Administrative                       $100

UHY has agreed that it will not seek payment of compensation and
reimbursement of expenses above $65,000 for service performed from
the Petition Date through March 31, 2013, unless other wise
approved by the Debtors and the creditors committee.

UHY as of the Petition Date is owed $67,000 for services rendered
prepetition.  The firm has agreed to waive the claim if retained
by the Debtors in the Chapter 11 cases.

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

                      About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtors are represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP is counsel and BDO Consulting is the financial advisor to
the committee.


VIVARO CORP: SSG Capital Tapped as Exclusive Investment Banker
--------------------------------------------------------------
Vivaro Corp. et al. sought and obtained approval to employ SSG
Capital Advisors, LLC, as exclusive investment banker.

Pursuant to an engagement agreement dated as of Nov. 6, 2012, the
firm has agreed to provide investment banking services, including
assisting the Debtors on the sale of all or substantially all of
their assets.

Specifically, the firm has agreed to, among other things:

   -- prepare an information memorandum describing the Company,
      its historical performance and prospects, including existing
      contracts, marketing and sales, labor force, and management
      and anticipated financial results of the Company;

   -- assist the Company in compiling a data room of any necessary
      and appropriate documents related to the sale;

   -- assist the Company in developing a list of suitable
      potential buyers who will be contacted on a discreet and
      confidential basis after approval by the company;

   -- solicit competitive offers from potential buyers;

   -- provide testimony in support of the sale; and

   -- assist the company and its attorneys through the closing on
      a best efforts basis.

SSG's engagement will remain in force until the earlier of (a) the
closing of the sale and (b) six months.

The firm will be compensated and reimbursed as follows:

a. Monthly Fees. A monthly fee (the "Monthly Fees") of
   $20,000 per month was earned upon execution of the
   Agreement and will subsequently be earned on the fifteenth
   (15th) of each month thereafter during the Engagement Term (as
   defined in the Agreement).  The Monthly Fees shall be payable
   upon the earlier of: (a) a Sale Transaction (as such term is
   defined in the Agreement); or (b) upon approval by the
   Bankruptcy Court of a distribution to professionals. The
   Company and SSG agree that SSG shall credit the first three (3)
   Monthly Fees earned to the payment of the Sale Fee (as such
   term is defined in the Agreement).

b. Sale Fee. Upon the consummation of a Sale Transaction,
   the Company shall pay SSG a fee (the "Sale Fee"), payable
   in cash, in federal funds via wire transfer or certified check,
   at and as a condition of closing of such transaction, equal to
   the greater of: (i) $250,000; or (ii) three percent (3.0%) of
   Total Consideration (as such term is defined in the Agreement).

   SSG's Sale Fee and any unpaid Monthly Fees shall be paid
   directly from the Sale proceeds as a direct carve out prior to
   payment of any super priority claim, secured claim or
   administrative claim.

c. Reimbursement.  Whether or not a sale, the Debtors agree to
   reimburse SSG upon demand for all of SSG's reasonable out-of-
   pocket expenses, incurred in connection with the subject matter
   of the engagement.

In reliance on the affidavit of the firm's Robert C. Smith, the
Debtors believe SSG is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtors are represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP is counsel and BDO Consulting is the financial advisor to
the committee.


VIVARO CORP: CRO's Firm to Be Paid $225,000 Fixed Monthly Fee
-------------------------------------------------------------
Vivaro Corp. sought and obtained approval from the U.S. Bankruptcy
Court to employ Marotta Gund Budd & Dzera, LLC to provide interim
management and restructuring services and designate Philip J. Gund
as Chief Restructuring Officer, B. Lee Fletcher as Acting Chief
Financial Officer and Lyle Potash as Assistant Restructuring
Officer for the Debtors.

MGBD will be paid a fixed monthly compensation of $225,000.

According to the Court's order, MGBD will not be required to
submit fee applications pursuant to Sections 330 and 331 of the
Bankruptcy Code, and MGBD's fees and expenses will be treated as
administrative expenses of the Debtors' chapter 11 estates and be
paid by the Debtors in the ordinary course of business.

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

                      About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtors are represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.  Arent
Fox LLP is counsel and BDO Consulting is the financial advisor to
the committee.


WARNER MUSIC: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on New York
City-based recorded music and music publishing company Warner
Music Group (WMG) on CreditWatch with negative implications.  This
includes the 'B+' corporate credit rating on WMG as well as all
issue-level ratings on the company's debt.

This action follows the company's announcement that it has entered
into a definitive agreement to acquire U.K.-based Parlophone Label
Group for about $765 million in cash.  Although the acquisition
enhances WMG's worldwide portfolio of artists and music, S&P
anticipates that the transaction will be fully funded with debt,
resulting in pro forma leverage in the mid-6x area (excluding
potential cost synergies).  As a result, S&P expects the
transaction could result in slower deleveraging over the near term
than S&P previously anticipated.  The acquisition also will likely
have a negative impact on near-term cash flow generation, largely
because of cash costs of realizing business combination benefits,
which are typically sizable in the music industry and often
involve more than a year to realize.  In addition, transaction-
related debt will likely increase WMG's cash interest costs.  The
acquisition is expected to close in mid-year 2013, subject to
European regulatory approval.

S&P will resolve the CreditWatch listing after reassessing the
company's operating performance prospects following the
acquisition, specifically its ability to realize expected
synergies and reduce leverage over time.  S&P will also assess
industrywide organic revenue trends in coming to its conclusion.


WEST CORP: Reports $125.5 Million Net Income in 2012
----------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$125.54 million on $2.63 billion of revenue for the year ended
Dec. 31, 2012, net income of $127.49 million on $2.49 billion of
revenue for the year ended Dec. 31, 2011, and net income of $60.30
million on $2.38 billion of revenue for the year ended Dec. 31,
2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

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

                         http://is.gd/z0Lrqw

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WEST CORP: Files Amendment No. 11 to Form S-1 Prospectus
--------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission amendment no. 11 to the Form S-1 registration statement
relating to an initial public offering of shares of common stock
of the Company.  No public market for the Company's common stock
has existed since its recapitalization in 2006.  The prospectus
still has blanks as to the number of shares to be included in the
offering and as to the initial public offering price.
A copy of the amended prospectus is available for free at:

                        http://is.gd/01oE2F

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


YOSHI'S SAN FRANCISCO: Fillmore Wants Involuntary Case Dismissed
----------------------------------------------------------------
Fillmore Development Commercial, LLC filed a motion with the U.S.
Bankruptcy Court seeking dismissal of the chapter 11 case of
Yoshi's San Francisco and for an award of sanctions against the
creditors who signed the involuntary petition for Yoshi.
Alternatively, Fillmore wants the court to abstain from hearing
the case or, in the alternative, name a chapter 11 trustee.

An involuntary Chapter 11 bankruptcy petition was filed against
Yoshi's San Francisco, aka Yoshi's San Francisco LLC, of Oakland,
California (Bankr. N.D. Calif. Case No. 12-49432) on Nov. 28,
2012.  According to court records, the petitioning creditors were:

    -- Yoshi's Japanese Restaurant, allegedly owed $1.28 million;
    -- Apex Refrigeration Corp., owed $504.
    -- and East Bay Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.

Hearing on the motion has been continued to Feb. 27, 2013, at 2:00
p.m.  The motion was originally scheduled for a Jan. 16 hearing.

Fillmore is represented by:

         Sara L. Chenetz, Esq.
         BLANK ROME LLP
         1925 Century Park East, 19th Floor
         Los Angeles, CA 90067
         Telephone: 424-239-3400
         Facsimile: 424-239-3434
         E-mail: Chenetz@BlankRome.com


YRC WOLRDWIDE: Incurs $35.3 Million Net Loss in 2012
----------------------------------------------------
YRC Worldwide Inc. reported a net loss of $35.3 million on $1.16
billion of operating revenue for the three months ended Dec. 31,
2012, as compared with a net loss of $86.1 million on $1.21
billion of operating revenue for the same period during the prior
year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.22 billion
in total assets, $2.85 billion in total liabilities and a $629.1
million total shareholders' deficit.

"Our year-over-year operating improvement is primarily due to our
focus on customer mix management, pricing discipline, productivity
improvements, and a decrease in safety related costs," stated
James Welch, chief executive officer of YRC Worldwide.  "In just
18 months after a complete restructuring of the senior leadership
team, the company posted positive consolidated operating income
for the first time in six years and exceeded our forecast for the
year.  Obviously, 2012 was a year of significant progress for the
organization.  We eliminated all distractions that have been
keeping this company from focusing on what we do best, which is
providing premium services to both the regional and long-haul
segments of the LTL market.  In 2013, we must continue to build on
this momentum and execute against our strategic and operational
objectives.  Our dedicated employees are driven to provide high-
quality, consistent service to our customers and they are working
hard to regain our position as one of the leading North American
LTL carriers," said Welch.

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

                        http://is.gd/dWahP3

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Private Student Loan Debt to be Dischargeable in Bankruptcy
-------------------------------------------------------------
Patrick Lunsford, writing for insideARM.com, reported that U.S.
Congressmen Steve Cohen (D-Tenn.) and Danny Davis (D-Ill.)
Wednesday introduced legislation that would treat privately issued
student loans the same as other types of private debt in
bankruptcy.

This is the fifth time a bill like this has been introduced in the
House, but Cohen feels it stands a better chance now given the
current focus on student loan debt, including a reported rise in
student loan debt among members of Congress, the report said.

"Congress taking action on student loan debt is long overdue,"
said Cohen in a statement, according to the report.  "People who
seek higher education to better their futures should not be
dissuaded from doing so by the threat of financial ruin. Our bill
takes a modest but important step in achieving this goal."

The bill, HR 532, would amend the U.S. bankruptcy code to allow
private student loans to be discharged in bankruptcy proceedings,
according to the report.

A report from the Consumer Financial Protection Bureau (CFPB) last
year indicated that some $150 billion of the $1 trillion in
outstanding student loan debt was from private lenders but the
growth in private student loans is likely to slow in coming years.

The Student Aid and Fiscal Responsibility Act, which got attached
to and passed with the healthcare reform bill in 2010, effectively
killed federally guaranteed private student lending, the report
said. Going forward, all student loans that would have been
previously guaranteed by the government are going to be originated
directly by the U.S. Department of Education. Cohen's bill would
not allow federal direct loans to be discharged in bankruptcy, the
report further noted.

The bill has been referred to the House Committee on the
Judiciary, of which Cohen is a member.


* ABA Backs Bankruptcy Court's Authority in Wake of Stern
---------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the American Bar
Association adopted a resolution Monday supporting the position
that bankruptcy judges can, in certain circumstances, adjudicate
so-called core proceedings that go beyond a court's constitutional
authority, in a response to confusion over the U.S. Supreme
Court's landmark Stern v. Marshall decision.

The ABA adopted the resolution at its annual midyear meeting in
Dallas, the report said. The resolution says that bankruptcy
judges should be allowed to rule on matters in a "core" proceeding
even if the matters underlying the proceeding are beyond the
court's constitutional authority, the report added.


* FAR Launches Campaign to Change Florida Alimony Laws
------------------------------------------------------
Florida Alimony Reform (FAR) has officially launched its
legislative campaign to change the state's outdated permanent
alimony laws with the filing of HB 231 and SB 718.

Filed by Rep Ritch Workman (R-Melbourne), HB 231 revises the many
factors to be considered when awarding alimony, including how much
and for how long.  The bill, which is scheduled to be heard by the
Civil Justice subcommittee, sets alimony payments based on a
percentage of the net income for the payer.

Companion bill SB 718, filed Sen. Kelli Stargel (R-Lakeland),
eliminates permanent alimony and, among other things, requires the
court to make written findings justifying any extension of
alimony.  The former spouse seeking alimony must prove need and
the obligor, must have the ability to pay, under the proposed
legislation.

Rep. Workman is bringing the bill back this session to finish the
work he started last year when HB549 overwhelmingly passed by a
nearly 3-to-1 margin.

"These laws need to be revised because there is no standard for
allocating alimony amounts or duration," Alan Frisher, FAR's co-
director and spokesman said.  "Today's alimony laws are oppressive
and harsh enough to create dire financial consequences for any
money earner, forcing them into bankruptcy or, if they can't pay,
sending them to jail."

FAR's goal is simple: Create a system whereby alimony serves as a
transition to independence and doesn't result in a lifetime of
entitlement.

"Permanent alimony forces divorced people to become bitter enemies
until they die," said Debbie Leff Israel, founder of the Second
Wives Club, a subgroup of FAR.  "The laws surrounding divorce have
become so complex that any attempt to modify an alimony order when
circumstances change -- as is so often the case in this economy --
typically requires an attorney to be retained at a substantial
cost, and with little possibility of ever getting a modification.
It becomes even less likely for previously ordered alimony
payments to be eliminated."

The Tavaras, Florida-based grassroots organization is seeking the
following changes to existing laws:

-- Removal of permanent alimony from current statutes;

-- The need for alimony payers to have the right to retire at
Federal Retirement Age or standard retirement age for high-risk
professions;

-- A defined amount on a formula that averages income for both
spouses;

-- Second spouses' income shall not be used to calculate an upward
modification of alimony;

-- Make the law retroactive so that those saddled with alimony
payments can get payments modified to comply with the new law;

-- Alimony payment for mid-term and long-term marriages should be
set at half the length of the marriage as the default duration.

Founded in 2010, Florida Alimony Reform was created to change the
state's antiquated alimony laws.  Based in Tavaras, Florida, FAR
represents more than 2,500 families across Florida.


* Commercial Property in Manhattan Overvalued, Survey Shows
-----------------------------------------------------------
Most New York real estate executives believe commercial property
in Manhattan is overvalued compared with real estate values in
other major global cities, according to a new survey by accounting
firm Marks Paneth & Shron LLP (MP&S).

Further, the real estate executives say the New York commercial
real estate market remains years away from recovering from the
recession's impact and getting back to 2007 levels of rents and
occupancy rates.

Following are the findings from MP&S's Gotham Commercial Real
Estate Monitor, a survey of over 100 top commercial property
owners, brokers, agents, managers and other real estate
professionals:

        -- 51% of commercial property executives say commercial
real estate values in Manhattan are overvalued (8% say highly
overvalued and 43% say moderately overvalued).  Fewer than a third
-- 32% -- think commercial property in Manhattan is "fairly
valued."

        -- 31% of executives say there's a high or moderately high
risk associated with investing in commercial real estate in
Manhattan. (Twenty-five percent said moderately high, and 6% said
high.)
        -- Nearly two-thirds of executives forecast that
commercial occupancy rates in Manhattan will remain below 2007
levels well into 2014, perhaps even past 2016. In terms of leasing
prices, a quarter believe prices are currently at the 2007 level,
but 29% say it will take up to two years to reach that level, and
another 29% think leasing prices won't recover until 2016 or
later.

        -- When it comes to the next office construction boom, a
quarter think it won't occur until between 2014 and 2015, and 42%
say it won't happen before 2016.

        -- Most executives (56%) believe the global economy will
need to recover before commercial real estate sales in Manhattan
escalate.

"Manhattan commercial real estate may still be something of a gold
standard, but property executives clearly believe it has seen
better days," said William H. Jennings, Partner-in-Charge of the
Real Estate Group at Marks Paneth & Shron.

Mayor Bloomberg Gets Kudos from Commercial Real Estate Executives

More than 75% of New York commercial real estate executives give
Mayor Bloomberg high marks -- at least for his support of the
interests of commercial property owners in Manhattan.  In fact,
33% say the Mayor has done an "excellent" job, and 43% say he's
done a "good" job supporting commercial property interests.

Implications of Commercial Mortgages Coming Due in 2013

Commercial mortgages on many Manhattan properties are coming due
in 2013.  But most real estate executives do not expect a spate of
foreclosures.

        -- 65% of executives believe owners of underwater
commercial properties in New York will not opt foreclosure.
        -- 83% believe banks will refinance the properties at
current low rates.

        -- But most executives (60%) believe owner refinancing
will result in cost-cutting reductions in the number of people
employed at commercial properties in the city.

Methodology

The Gotham Commercial Real Estate Monitor survey from Marks Paneth
& Shron represents the findings of a survey of over 100 top
commercial real estate professionals in the New York City market.
They included owners and managers of commercial property and
commercial real estate brokers, agents, attorneys and accountants
specializing in the sector. The research employed a dual-mode
methodology of self-administered questionnaires completed either
online or on paper by respondents. Interviews were completed
between November 16, 2012, and January 4, 2013.

To receive a copy of the Winter 2013 Marks Paneth & Shron Gotham
Real Estate Monitor and/or to speak with one of MP&S's real estate
leaders who fielded the survey, please contact Katarina Wenk-
Bodenmiller of Sommerfield Communications, Inc. at
Katarina@sommerfield.com or 212-255-8386.

                 About Marks Paneth & Shron LLP

Marks Paneth & Shron LLP -- http://www.markspaneth.com-- is an
accounting firm with over 500 people, of whom approximately 65 are
partners and principals.  The firm provides public and private
businesses with a full range of auditing, accounting, tax,
consulting, bankruptcy and restructuring services as well as
litigation and corporate financial advisory services to domestic
and international clients. The firm also specializes in providing
tax advisory and consulting for high-net-worth individuals and
their families, as well as a wide range of services for
international, real estate, media, entertainment, nonprofit,
professional and financial services, and energy clients.  The firm
has a strong track record supporting emerging growth companies,
entrepreneurs, business owners and investors as they navigate the
business life cycle.  Marks Paneth & Shron LLP, whose origins date
back to 1907, is the 32nd largest accounting firm in the nation
and the 16th largest in the New York area.  Its headquarters are
in Manhattan. Additional offices are in Westchester, Long Island
and the Cayman Islands.


* Fitch Releases Report on U.S. Telecom Competitive Landscape
-------------------------------------------------------------
Fitch Ratings on Feb. 11, 2013, published the special report 'U.S.
Telecom Competitive Landscape: Living on the Edge', which reviews
historic competitive lessons in the sector and identifies future
risks.

The 'rule-of-three' is a business and economic maxim that explains
how mature competitive markets can only support normally three
generalists along with a variety of niche operators or
specialists.

Many of the successes and failures in the U.S. telecom segment can
be explained by the rule-of-three. As a result, there are
scenarios today that are unfolding in ways that are similar to
earlier sector trends. These trends are visible in wireless,
subscription video, and up-market commercial services.

This report includes a summary review of the competitive evolution
of the U.S. telecom industry and its segments. In addition, the
report takes a closer look at Sprint and T-Mobile in their quest
to become a wireless third generalist, along with DISH Network's
prospects to remain a generalist and the risks associated with the
commercial services market segment where there is no third
generalist.


* Outlook for U.S. Healthcare Sector Remains Stable, Moody's Says
-----------------------------------------------------------------
The outlook for the U.S. healthcare sector is stable, reflecting
Moody's expectation for solid earnings margins and overall
membership growth during 2013, said Moody's Investors Service in
its new industry outlook "US Healthcare Insurers: Outlook Remains
Stable."

"However, both measures are expected to come in below 2012 levels
given current and continued economic pressures. Moody's expects
net earnings margins of approximately 3% and membership growth of
around 1% to 2%," says Stephen Zaharuk, a Moody's Senior Vice
President and author of the report.

Moody's industry outlook provides a forward-looking assessment of
fundamental credit conditions that will affect the
creditworthiness of the U.S. health insurance sector over the next
12-18 months.

The stable outlook for the industry reflects solid underwriting
margins, diversified business profiles, slower growth in medical
cost trend, and increased Medicare Advantage and Medicaid
membership, says the rating agency. No significant insurance-
related healthcare reform provisions are scheduled to become
effective during the year, and visibility on their impact likely
won't be known until later in 2014, says Moody's.

But challenges for the sector include stubbornly high unemployment
that will continue to pressure commercial membership, continuing
rate pressure from insurance departments and a severe flu season
that will drive up medical costs, says Moody's.

The sector continues to deal with these challenges and pressures
from both the economic and regulatory fronts, but Moody's does not
expect these to have a significant impact on the overall credit
profile and fundamentals of health insurance companies in 2013.

Still, the rating agency notes that the effects of the ongoing
issues will vary by market segment and geography, with larger and
more diversified insurers better positioned to meet the
challenges.


* Small Businesses Fuel Economic Recovery Amid Recession
--------------------------------------------------------
The economic environment is turning around for America's small
businesses despite some lingering challenges from the recession
that hit the nation in 2008-2009, according to a new report
released on Feb. 11 by the U.S. Small Business Administration
(SBA) Office of Advocacy, an independent office that serves as the
voice for small business within the federal government.

"The Small Business Economy 2012 demonstrates that small
businesses have been at the core of our economy's growth over the
past few years," said Dr. Winslow Sargeant, Chief Counsel for
Advocacy.  "Thanks to hardworking small business owners across the
country, 2011 represented the second full year of economic
expansion since the peak of the recession in 2009, with small
businesses representing half of the private-sector output.  We
still have a lot of work to do, but this report tells an inspiring
story: output, business income and profits are rising for small
businesses, and bankruptcies and unemployment are declining."

The Small Business Economy, an annual report published by the
Office of Advocacy for over 30 years, provides detailed
information on the performance of America's small businesses.  For
the second year in a row, Advocacy released the full report in an
online format.

"This report provides a rich collection of information about small
business contributions to the economy and trends over time, and is
once again available in an online format, increasing the
accessibility and usability of the information," said Dr.
Sargeant.

Highlights of the tables in this year's report include the
following:

Overall

-- Manufacturing sales, which dropped between 2005 and 2009, were
up 11.7 percent between 2010 and 2011. That's similar to the 11.2
percent increase in 2009-2010.

-- After falling from 2005 to 2009, the income of our smallest
businesses (proprietorships) increased by 6.0 percent from 2010 to
2011. Corporate profits, which also declined in 2005-2009,
increased by 7.9 percent in the same period.

-- Startups or births of employer firms were still below pre-
downturn levels - 533,945 in 2010 compared with 668,395 in 2007,
but they increased from 2009 to 2010. On the other hand, closings
or deaths of employer firms, which reached a new high of 680,716
in 2009, declined to 593,347 in 2010.

Employment

-- Small firms with fewer than 500 workers outperformed large
firms in net job creation in three of the four quarters of 2011,
similar to a pattern that has existed since 1992 in periods when
private-sector employment rose. In contrast, job losses prevailed
in almost all firm sizes for the first quarter of 2008 through the
first quarter of 2010.

Demographics

-- Among the self-employed, certain demographic groups saw large
increases in 2010-2011, particularly Latino, Asian, black and
urban self-employed workers and the 55+ age cohort that reflects
the large baby boom generation.

Financing

-- Total business lending continued to increase by June 2012; the
rate of decline slowed for small business loans of all size
categories.

-- Funds raised by venture capital firms increased, and
disbursements increased to levels comparable to those in 2006.

The Office of Advocacy of the U.S. Small Business Administration
(SBA) -- http://www.sba.gov/advocacy-- is an independent voice
for small business within the federal government.  The
presidentially appointed and Senate confirmed Chief Counsel for
Advocacy advances the views, concerns and interests of small
business before Congress, the White House, federal agencies,
federal courts and state policymakers.  Regional advocates and an
office in Washington, D.C., support the Chief Counsel's efforts.


* Solar Sector Shows Signs of Recovery, StockCall Says
------------------------------------------------------
2012 was a difficult year for the solar sector as excess capacity
and weakness in core European markets had a negative impact on
pricing.  However, the outlook for the solar sector has improved
significantly, which is a good sign for solar companies such as
First Solar Inc. and Suntech Power Holdings Co. Ltd.  StockCall
reviewed the solar industry and chose First Solar and Suntech
Power for its technical coverage.

                         A Difficult Year

Solar companies had a difficult two years as weakness in the
world's top solar market, Europe, and excess capacity sent prices
down sharply for solar modules.  The crisis in the solar industry
led to many companies filing for bankruptcy, including Solyndra in
the U.S.

According to research firm IHS, by the end of 2012 there were less
than 150 global solar module and cell companies, down from 750 in
2010.  The significant drop in solar firms was due to
consolidation.

In Europe, the debt crisis led to diminished government support
which hurt the solar industry.  At the same time, the industry was
hit with oversupply.  These factors contributed to a sharp decline
in prices of solar modules.  However, solar companies could not
bring down their costs even as prices fell, resulting in
significant losses for solar companies.

            Solar Industry Showing Signs of Recovery

While solar industry has had a difficult two-year period, the
worst of the crisis seems to be over.  In fact, the solar industry
is showing signs of a recovery.

Earlier this year, Warren Buffett's Berkshire Hathaway bought two
SunPower solar projects in California for $2.5 billion.  The
Buffett-deal is a sign of confidence in the solar industry.  Not
surprisingly, solar stocks rallied after the deal was announced
last month.

The last-minute fiscal cliff deal also boosted the solar sector as
it ended a great deal of economic uncertainty.

Another major factor contributing to the rebound in the solar
industry is China's plan to boost its solar energy supply.  An
official with China's National Energy Administration recently said
that the country will raise its solar energy supply target from 21
gigawatts (gw) to 35 gw by 2015. The Chinese government is also
providing support to China's struggling solar industry.

SunTech Expects Soft Demand Environment to Continue in Early 2013

Back in December, at the time of its release of third quarter
results, SunTech CEO David King said that with the soft demand
environment expected to persist into early 2013, the company has
taken decisive steps to right-size production capacity and
streamline operations, which will reduce production cost and
operating expenses.

SunTech believes that the initiatives it took will strengthen its
business and allow it to improve profitability as the market
recovers.

The company will report its fourth quarter results in March, 2013.

             First Solar Acquires 50 MW Solar Project

Last month, First Solar announced that it acquired the 50 MW Macho
Springs project developed by Element Power Solar in Luna County,
New Mexico. On completion, the project will be the state's largest
solar power project, the company stated in a statement last month.


                      About StockCall.com

StockCall.com is a financial website where investors can have
easy, precise and comprehensive research and opinions on stocks
making the headlines.


* US Fixed Income Fund Managers Still See Value in Credit Markets
-----------------------------------------------------------------
US fixed income fund managers continue to see value in the credit
markets as a whole, although parts of it are deemed expensive,
says S&P Capital IQ's Fund Research in its latest sector trends
paper, available at http://www.marketscope.com

"Most of the fund managers we interviewed were overweight spread
product relative to their indices, but this is a structural
feature of the US fixed income fund sector, particularly for funds
managed against aggregate indices," observed Kate Hollis, S&P
Capital IQ fund analyst and sector head of fixed income.

Many managers were overweight financials, which were still
yielding more than industrials, and many (such as Pioneer) were
aiming to move up in credit quality where this was possible
without sacrificing too much yield.  Many investment grade funds
had bought small amounts of crossover high yield names, to produce
extra yield and increase the potential for spread tightening
should they be upgraded.

Corporate balance sheets are strong, as are earnings, and default
rates are likely to stay low. Technicals are still supportive and
BlackRock noted that any sell-off in credit markets would be met
with further buying; at the short end from investors looking to
switch out of cash, and at the long end from pension funds.

Managers believe spreads are still likely to shrink in 2013 but
most of the return will come from income. However, MFS Investment
Management pointed out that some industrials are back to the same
spreads as in 2006.  AllianceBernstein agreed that valuations are
tight but that carry and roll-down will continue to add extra
return until the long end of the Treasury market begins to back
up.

Meanwhile, a large leveraged buyout (LBO) of Dell has sparked
credit analysts to review their sectors for other potential buyout
candidates.

Many groups were overweight agency mortgage-backed securities
(MBS) as they believe the Fed will keep prices supported to avoid
any rise in mortgage rates slowing the housing market again.
Although agency pass-throughs are negative convexity instruments,
most managers believe any rise in volatility this year will be
associated with politics and will be temporary.  Many managers
also had small amounts of commercial mortgage-backed securities
(CMBS) on which they were starting to take profits.  However, T
Rowe Price is letting its MBS positions diminish naturally and
reinvesting in asset-backed securities to reduce the pre-payment
risk.


* Corporate Governance Better Today Than Before Great Recession
---------------------------------------------------------------
Five years after the beginning of the so-called Great Recession,
and the gut-wrenching restructuring of scores of American
industries and companies, less than half of senior professional
restructuring experts say corporate governance is better today
than prior to the recession.  That's according to a survey of 98
senior attorneys, investment bankers, fund managers and other
restructuring professionals released on Feb. 12 by AlixPartners,
the global business-advisory firm.  Among those saying governance
is worse, 67% cite liquidity oversight as the area most in need of
improvement.

Said Peter Fitzsimmons, president of the Americas at AlixPartners
and co-lead of the firm's Turnaround & Restructuring Services
unit: "I think it should be unsettling for managements, boards and
other corporate stakeholders that professional restructuring
experts do not believe that corporate governance has materially
improved.  Our survey suggests that those in an oversight capacity
can continue to improve their ability to keep a watchful eye on
liquidity, on the potential unfavorable implications of
acquisitions and on overall profitability."

The experts were also asked which sectors are likely to face the
most distress in 2013. Leading that list were healthcare, retail,
energy & resources, aerospace & defense, public municipalities and
maritime.  The sectors showing the biggest increases in that
department vs. a similar AlixPartners survey last January were
healthcare (with 41% saying that industry is one of the three most
likely to face distress, up from 20% a year ago), energy &
resources (35%, vs. 18% a year ago), aerospace & defense (31%, vs.
15%) and municipalities (27%, vs. 18%).

The survey results also underscore the importance of addressing
operations, as well as financials, as a key part of any corporate-
rejuvenation program.  When asked to identify the primary reason,
beyond macro-economic reasons, when corporate restructurings fail,
55% pointed to the operations plan - vs. just 34% who said it's
usually the financial plan.

Overall, the experts expect the corporate default rate to remain
low this year, with 50% saying the rate will be about the same as
in 2012 and 12% saying it will actually decrease.  That total of
62% is up from a total of 44% in last year's survey.
Interestingly, though, a sizable minority - 38% -- say they think
the default rate will increase this year (which it did in
actuality in 2012 - to 2.6% at year-end, vs. 2.0% at the end of
2011).

One thing that could lead to a default-rate increase in 2013, of
course, would be a rise in interest rates.  While a clear majority
in the survey says they expect the prime rate at the end of the
year to be about where it is today, more than a third (34%)
expects at least a one- to two-point uptick in the rate by year-
end.

Said Lisa Donahue, managing director at AlixPartners and co-lead
of the firm's Turnaround & Restructuring Services unit: "There
seems to be at least some inkling out there that 2013 might be the
year the restructuring market begins to revert to its pre-
financial-crisis norm.  Whether that starts to happen or not, more
and more companies that to date relied on just 'financial fixes'
to get them through are likely to find that without true
improvements to their operations, they're not really that much
better off at all."

Like a year ago, the respondents also foresee special difficulties
ahead for highly leveraged private equity-owned companies, with
55% expecting to see a higher default rate among private-equity
portfolio companies this year than among public companies.  While
that's down a couple of percentage points from last year's survey
results, AlixPartners notes that it's a high enough number that it
would behoove private equity to take note of it.  In 2012,
according to AlixPartners analysis, 44% of all corporate defaults
in the U.S. involved private equity.

As to the type of bankruptcies in the year ahead, an overwhelming
majority of the experts, 95%, say they expect an equal or higher
number of pre-packaged or pre-arranged bankruptcies as in 2012, up
from an already-high 91% in last year's survey.

Finally, regarding distressed-investing opportunities in 2013, 78%
of the experts say they expect to see the same or more
opportunities as in 2012, down from 89% in last year's survey.

The AlixPartners survey of 98 senior professional restructuring
experts in North America was conducted online Jan. 9-16.

                         About AlixPartners

AlixPartners, LLP -- http://www.alixpartners.com-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial advisory services and information management services.
Founded in 1981, the firm has offices around the world.


* Citigroup Urges Appeals Court to Approve SEC Settlement
---------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that Citigroup
Inc. asked a U.S. appeals court to overrule a trial judge and let
its $285 million mortgage-securities settlement with the
Securities and Exchange Commission go forward.

The bank, Bloomberg related, is challenging U.S. District Judge
Jed S. Rakoff's 2011 refusal to approve the agreement, which would
resolve claims that New York-based Citigroup misled investors in a
$1 billion financial product linked to risky mortgages. The SEC
claimed Citigroup cost investors more than $600 million.

Bloomberg said Rakoff criticized the SEC practice of agreeing to
settlements that don't require defendants to admit wrongdoing. He
said the parties didn't give him "any proven or admitted facts" he
could use to determine whether the settlement was fair.

Federal regulatory enforcement would "screech to a grinding halt,"
if companies were forced to admit liability or go to trial when
they're sued by the government, Brad Karp, a lawyer for Citigroup,
argued to a three-judge panel of the U.S. Court of Appeals in New
York, Bloomberg related.  Karp said that if companies are forced
to admit wrongdoing as part of a settlement, lawyers for
shareholders will use the information to sue in securities-fraud
cases. The companies would be better off not settling, he said.

"The risks of going to trial and losing are no worse" for a
company faced with an enforcement action than settling with an
admission of liability that can be used in private suits, Karp
said, Bloomberg cited.

SEC lawyer Michael Conley, on the other hand, argued that courts
should give deference to the agency's judgment that a particular
settlement is in the public interest.  There was "absolutely no
suggestion that this was not a settlement negotiated at arm's
length between capable counsel," he said, according to Bloomberg.

The SEC claimed New York-based Citigroup structured and sold the
CDO in 2007 without telling investors that it helped pick about
half the underlying assets and was betting they would decline in
value by taking a short position, Bloomberg related.  In 2009
Rakoff rejected a $33 million deal between the SEC and Bank of
America Corp. He said the settlement suggested "a rather cynical
relationship between the parties."

"The SEC gets to claim that it is exposing wrongdoing on the part
of the Bank of America in a high-profile merger," Rakoff wrote at
the time, according to Bloomberg. "The bank's management gets to
claim that they have been coerced into an onerous settlement by
overzealous regulators. And all this is done at the expense not
only of the shareholders, but also of the truth."

Rakoff later approved a $150 million settlement in which the
parties provided an agreed "statement of facts," Bloomberg said.

The case is U.S. Securities and Exchange Commission v. Citigroup
Global Markets Inc., 11-05227, U.S. Court of Appeals for the
Second Circuit (New York).


* Moody's, S&P Said to Be Targets of Probe by N.Y. over 2008 Deal
-----------------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that
Moody's Investors Service, Standard & Poor's and Fitch Ratings are
being investigated by the New York Attorney General over whether
they breached a 2008 settlement with the state, a person familiar
with the matter said.

The companies reached an agreement with then Attorney General
Andrew Cuomo that required them to adopt changes to their
operations, Bloomberg related. Eric Schneiderman, the current
attorney general, is probing whether they complied with the
agreement, said the person, who wasn't authorized to speak
publicly about the probe and asked not to be identified, according
to the Bloomberg report.

The U.S. Justice Department and state attorneys general have sued
S&P, accusing the company of inflating ratings on mortgage-backed
securities during the housing bubble.  New York wasn't one of the
states that sued, Bloomberg pointed out.

Bloomberg said that in the 2008 deal with Cuomo, the companies
agreed to change the way they were paid to rate mortgage-backed
securities and to disclose more information about their process,
including whether an issuer sought, and then decided not to use,
ratings from a certain company.


* S&P Granted Top Grades to Doomed Lehman CDO as Downgrades Rose
----------------------------------------------------------------
Sarah Mulholland, writing for Bloomberg News, reported that one of
the dozens of deals named in the U.S. Department of Justice's Feb.
4 lawsuit against credit-rating company Standard & Poor's is the
$1.5 billion collateralized debt obligation issued by a unit of
New York Life Insurance Co., which was underwritten by Lehman
Brothers Holdings Inc.

The Corona Borealis CDO, named after the Northern sky
constellation, defaulted less than a year after it was issued in
April 2007, Bloomberg said.

Bloomberg related that Eastern Financial Florida Credit Union lost
its investment after purchasing a portion of the Corona Borealis
CDO, relying in part on Standard & Poor's assessment of the
securities, according to the Justice Department's complaint filed
in federal court in Los Angeles.  The U.S. is seeking penalties
against S&P and its New York-based parent, McGraw-Hill Cos. that
may amount to more than $5 billion, based on losses suffered by
federally insured financial institutions.

S&P was aware of its influence over such firms, and knowingly
"devised, participated in, and executed a scheme to defraud
investors," according to the complaint, Bloomberg further related.

Bloomberg also related that the complaint said S&P gave more than
half of the Corona Borealis deal its highest AAA grade.  Its
largest competitor, Moody's Investors Service, offered an
equivalent Aaa on the same portions. About 50 percent of the deal
was linked to subprime mortgage bonds carrying grades of BBB or
below, according to the Justice Department lawsuit. BBB is the
second-lowest rung of investment grade on the rater's scale.

Bloomberg, citing a prospectus, said New York Life's deadline for
purchasing the collateral was July 9, 2007. Eligible collateral
included credit-default swaps used to wager on the likelihood of
subprime home-loan failures. The completion of the deal was
contingent upon garnering AAA grades from the rating companies.

On June 28, 2007, S&P "authorized immediate large-scale negative
rating actions on non-prime RMBS," Bloomberg added, citing the
government complaint. The downgrades didn't affect the ratings on
the Corona Borealis deal, which defaulted in February 2008, the
complaint says.

The case is U.S. v. McGraw-Hill, 13-00779, U.S. District Court,
Central District of California (Los Angeles).


* SEC Should Not Make Corporate Poison Pills More Deadly
--------------------------------------------------------
Lucian A. Bebchuk, writing for The New York Times' DealBook blog,
reported that the change the U.S. Securities and Exchange
Commission intends to propose with regards to the rules governing
when shareholders must disclose the acquisition of a significant
position in a public company may unintentionally help companies
adopt a so-called "low-threshold poison pills" -- arrangements
that cap the ownership of outside shareholders at levels like 10
or 15 percent.

Under current S.E.C. rules established under the Williams Act of
1968, outside shareholders who obtain stakes of 5 percent or more
of a company's stock must publicly disclose their holdings within
10 days, the DealBook related. The S.E.C., however, is planning to
consider a rule-making petition, filed by a prominent corporate
law firm, that proposes to reduce the 10-day period, as well as to
count derivatives toward the 5 percent threshold, the report said.

The DealBook said that supporters of the petition argue that
earlier disclosure would benefit public investors by enabling
selling investors to obtain the somewhat higher market price that
an earlier disclosure might bring. This, however, needs to be
weighed against the costs to investors from discouraging activist
outside shareholders, Mr. Bebchuk, a William J. Friedman and
Alicia Townsend Friedman professor of law, economics and finance
at Harvard Law School, said.

Mr. Bebchuk related that poison pills were developed in the 1980s
to enable insiders to block a hostile acquisition. Over time,
however -- and without sufficient attention by investors and
public officials -- companies have started to use poison pills to
prevent acquisitions of stakes that fall substantially short of a
controlling block, he explained. Indeed, among the 637 companies
with poison pills in the FactSet Systems database, 80 percent have
plans with a threshold of 15 percent or less, he added. No other
developed economy grants corporate insiders the freedom to cap the
ownership of blockholders they disfavor at such low levels.

If the S.E.C. does decide that tightening disclosure requirements
is desirable, it should design the rules to avoid aiding the use
of such poison pills, Mr. Bebchuk suggested. This could be done by
limiting the application of tightened disclosure requirements to
companies whose charters do not permit the use of low-threshold
poison pills, he said.


* FCT & Aktiv Kapital Merge to Enhance Debt Management Services
---------------------------------------------------------------
FCT & Aktiv Kapital, two companies providing superior services to
lenders with distressed debt, are combining their expertise to
enhance debt and default management solutions.

Aktiv Kapital is a premier distressed debt investment company
which recovers non-performing consumer receivables through
customer focused approaches in Canada as well as in 14 European
countries. FCT through its Default Solutions Division is an
industry-leading provider of management solutions for collections
and recovery.

FCT's debt collection agency management platform, CollectLink, and
insolvency management platform, InsolvencyLink, will now be
integrated into the management of Aktiv Kapital Group's distressed
debt portfolios in Canada, leveraging FCT's managed service
offering.

"Aktiv Kapital emphasizes integrity and respect when dealing with
customers. FCT's CollectLink & InsolvencyLink allows us to
implement our business values into these management platforms and
provide real time information on third party vendors," said Rod
Hooktwith, Country Manager,Aktiv Kapital Canada.  "Through this
alliance, lenders now have another option in managing their
defaulted portfolios."

"We are delighted to be working with Aktiv Kapital Canada," said
Todd Skinner, Vice President Default Solutions, FCT.  "Lending
clients can feel confident that the trusted processes and
procedures of FCT will be applied to Aktiv Kapital acquired
portfolios in Canada thereby providing peace of mind."

FCT's London, Ontario office has been in operation since 1998. It
is located on Dundas Street and currently employs 150 people.
Aktiv Kapital Canada's London, Ontario services and sourcing
operation also began in 1998 and is located on Dufferin Avenue
with 60 employees.

                            About FCT

Founded in 1991, FCT -- http://www.FCT.ca-- is an Oakville,
Ontario based company with over 800 employees across the country.
FCT provides industry-leading title insurance, default solutions
and other real-estate-related services to more than 300 lenders,
15,000 legal professionals and 5,000 recovery professionals, as
well as real estate agents, mortgage brokers and builders,
nationwide.

The FCT group of companies includes FCT Insurance Company Ltd.
which provides title insurance, with the exception of commercial
policies, which are provided by the Canadian branch of First
American Title Insurance Company.  Services are provided by First
Canadian Title Company Limited.

                    About Aktiv Kapital Canada

Headquartered in Oslo, Norway, Aktiv Kapital --
http://www.aktivkapital.com-- has operations in 9 countries and
the Norwegian company Aktiv Kapital Portfolio AS, acting through
its Zug branch (Switzerland) is a leading investor in non-
performing consumer loan portfolios in Europe and Canada; having
acquired more than 2,000 portfolios across 15 jurisdictions.
Aktiv Kapital has over 20 years of experience and more than 7
million customers.

Aktiv Kapital Acquisitions Inc. (Canada) and Aktiv Kapital
Portfolio AS, Oslo, Zugbranch (Switzerland) are 100% affiliates of
Geveran Trading Co Ltd.

Geveran acquired full ownership of Aktiv Kapital in July of 2012,
prior to which the company was traded on the Oslo Stock Exchange.


* No Space for Partner Egos in Law Firm of the Future
-----------------------------------------------------
Andrew Strickler of BankruptcyLaw360 reported that the legal
office of the future, to hear the office design gurus describe it,
will be a happy, shiny place where lawyers engage in "human
orchestration" in a cloud of "multifunctionality" -- an
egalitarian space engineered for efficiency, collaboration and
collegiality.

But behind all the fancy design-speak lies a cold reality: In the
short-term future, most lawyers will have less space to work in as
firms cut square footage, the report said. They'll have less
privacy and less face-to-face time with shrinking support staff,
the report added.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Jan. 28, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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