TCR_Public/130214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 14, 2013, Vol. 17, No. 44

                            Headlines

30DC INC: Raine Ventures Reports 12.1% Equity Stake
30DC INC: MagCast Launches 250th Magazine on Apple Newsstand
6537 MELROSE: Involuntary Chapter 11 Case Summary
AIDA'S PARADISE: Files Plan to Continue Business, Keep Control
AIRTRONIC USA: Global Shareholder Provides Assets for Merger

AFFINITY GAMING: Buyout Offer No Impact on Moody's 'B1' CFR
AMERICAN AIRLINES: Said to Formally Announce Merger Today
AMERICAN AIRLINES: U.S. Bank Appeals $1.5-Bil. Loan Approval
AMERICAN AIRLINES: Seeks to Sell & Lease Back 15 Boeing Planes
AMERICAN AIRLINES: To Pay $1.9-Mil. for Miami Dade Baggage System

AMERICAN AIRLINES: Committee Seeks to Retain Hay Group
AMERICAN APPAREL: Inks 5th Amendment to Crystal Credit Agreement
AMWINS GROUP: S&P Assigns 'B' Rating on $715MM 1st-Lien Term Loan
ASPEN GROUP: Has 3.1 Million Shares Resale Prospectus
ATP OIL: EPA Initiates Civil Environmental Suit

AVIATION ROAD: Case Summary & 6 Largest Unsecured Creditors
API TECHNOLOGIES: Moody's Withdraws Ratings After Debt Payment
ARCAPITA BANK: Chapter 11 Plan Contemplates $185-Mil. Loan
ARCHDIOCESE OF MILWAUKEE: Claimants Want Insurance Taken Up First
ARCHDIOCESE OF MILWAUKEE: Sex Abuse Claims Go to Trial

ARCHDIOCESE OF MILWAUKEE: Late-Filed Sex Abuse Claim Disallowed
BAKERS FOOTWEAR: Seeks to Auction Intellectual Property
BBX CAPITAL: Dimensional Fund Discloses 3.8% Equity Stake
BEHRINGER HARVARD: Completes Liquidation of Assets Under Plan
BERNARD L. MADOFF: Trustee Proposes Third Distribution

BERRY PLASTICS: Graham Berry Discloses 5.4% Equity Stake
BERRY PLASTICS: Borrows Add'l $1.4 Billion From Credit Suisse
BOB COOK: Maloofs Give Ch. 11 Trustee Sacramento Kings Sale Docs
BON-TON STORES: Lombard Odier Discloses 9.4% Equity Stake
BLUEGREEN CORP: Dimensional Fund Discloses 8.5% Equity Stake

BRIER CREEK: Court Sends BofA Dispute to Arbitration
CALUMET SPECIALTY: New Refinery JV No Impact on Moody's 'B2' CFR
CAMP INTERNATIONAL: S&P Assigns 'B' Rating to $370MM 1st-Lien Loan
CENTENNIAL BEVERAGE: Wants Court's OK to Pay Critical Vendors
CENTENNIAL BEVERAGE: Files Schedules of Assets and Liabilities

CENTRAL EUROPEAN: M. Kaufman Nominates Self, 3 Others to Board
CHAMPION INDUSTRIES: Dimensional Fund Reports 6.7% Equity Stake
CIT GROUP: S&P Revises Outlook on 'BB-' ICR to Positive
CITIBANK: Moody's Affirms (P)Ba2 Rating on Jr. Subordinated Debt
COMARCO INC: Consummates $2.5-Mil. Elkhorn Debt & Equity Financing

COMSTOCK MINING: Peter Palmedo Discloses 11.7% Equity Stake
CVR REFINING: Moody's Lowers Rating on $500MM Debt to 'B2'
DETROIT, MI: Governor Has Short List of Managers If Needed
DEWEY & LEBOEUF: Employee Class Suit Survives Dismissal Bid
DEWEY & LEBOEUF: Ex-Partners Call Bankruptcy Plan a Fraud

DEWEY & LEBOEUF: Inks Settlement with 125 Retired Partners
DIOCESE OF WILMINGTON: Trustee Objects to Tort Claim No. 70
DVORKIN HOLDINGS: Trustee Hiring Entre as Real Estate Broker
DRYSHIPS INC: Announces Upsizing & Pricing of Ocean Rig Shares
EASTBRIDGE INVESTMENT: Amends Merger Agreement with CBMG

ENERGYSOLUTIONS INC: Seeks to Amend Credit Facility with JPMorgan
EXCEL DIRECTIONAL: Case Summary & 20 Largest Unsecured Creditors
FAIRWEST ENERGY: CCAA Stay Extended to March 15
FARER FRESKO: $1.8-Mil. Deal Resolves Claims over Bankruptcy
FLEXIBLE FLYER: Workers' WARN Act Suit Crashes in 5th Circuit

FLEXTRONICS INT'L: Moody's Assigns 'Ba1' Rating to New Sr. Notes
FTMI REAL ESTATE: Court Dismisses Chapter 11 Case
GELTECH SOLUTIONS: Incurs $1.4 Million Net Loss in Dec. 31 Qtr.
GENE CHARLES: Can Enter into Pipeline Agreements With AMS
GLOBAL AVIATION: Exits Chapter 11 Bankruptcy

GSC GROUP: Capstone Reaches Settlement with U.S. Trustee
GSC GROUP: US Trustee Wrests $1.2MM from Advisers Over Fee-Sharing
HERCULES OFFSHORE: Dimensional Fund Reports 8% Equity Stake
HOVNANIAN ENTERPRISES: State Street Discloses 1.4% Equity Stake
IBIO INC: NYSE MKT Accepts Listing Compliance Plan

INTERACTIVE DATA: Moody's Rates $1.3-Bil. Refinanced Debt 'Ba3'
ISTAR FINANCIAL: Vanguard Group Discloses 5.1% Equity Stake
J&J DEVELOPMENTS: Can Hire Jimmie Taylor as Realtors
JAMES RIVER: BlackRock Lowers Equity Stake to 5.3%
JAMES RIVER: Vanguard Group Reports 5.9% Equity Stake

JOHN PATRICK STOKES: Fails to Dismiss Duncan-Glover Suit
JOURNAL REGISTER: Halts Auction for $122-Mil. Stalking Horse Deal
K-V PHARMACEUTICAL: Noteholders Have No Lien on Makena Drug
LEHMAN BROTHERS: To Sell Park Avenue Property for More Than $800MM
LOCATION BASED TECHNOLOGIES: Jeffrey Devlin Named to Board

MACCO PROPERTIES: Kevin Coffey Withdraws as Counsel for MA Cedar
MACCO PROPERTIES: UST & Committee Still Object at 5th Attempt
MARIANA BRACETTI: S&P Lowers Rating on 2011 Revenue Bonds to 'BB'
MAUI LAND: ValueWorks Discloses 7% Equity Stake
MCCLATCHY CO: Dimensional Fund Owns 6.3% of Class A Shares

MEDIA GENERAL: Dimensional Fund Owns 4.9% of Class A Shares
MEDICAL INTERNATIONAL: Incurs $256,000 Net Loss in Dec. 31 Qtr.
MF GLOBAL: Adds Language to Plan Outline to Resolve Objections
MF GLOBAL: Ch. 11 Objections Premature, Plan Proponents Say
MILACRON HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative

MILACRON HOLDINGS: Moody's Reviews B1 CFR for Possible Downgrade
MONSEN ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
MPG OFFICE: Sorin NL Owns 6.4% of Cumulative Preferred Shares
NEW YORK WESTCHESTER: Must Close Sale by March 31 or Face Shutdown
NIELSEN HOLDING: S&P Affirms 'BB' Corp. Credit Rating

NORTEL NETWORKS: Creditors Battle Over Trial on Cash Split
NORTEL NETWORKS: U.S. Unit Pans Canadian Retirees' Relief
NORTH BY NORTHWEST: Court Dismisses Chapter 11 Case
NPS PHARMACEUTICALS: Wellington Discloses 10.8% Equity Stake
NY DOWNTOWN HOSPITAL: NY-Presbyterian Offered Bail Out

PACIFIC THOMAS: Court Appoints Kyle Everett as Chapter 11 Trustee
PATRIOT COAL: 2013 Incentive Plan and CERP to Cost $6,950,000
PATRIOT COAL: UMWA Balks at $6-Mil. Bonus Plan for Executives
PERFORMANCE TRANSPORTATION: "New Value" Defense Tackled in Suit
PHIL'S CAKE: Seeking Extension of Time to File Exit Plan

PHIL'S CAKE: Files Schedules of Assets and Liabilities
PHIL'S CAKE: Court OKs Rick Fernandez as Property Manager
PHIL'S CAKE: Hires Levin Papantonio to Pursue BP/Deepwater Claim
PREMONT INDEPENDENT: Moody's Keeps 'Ba1' Rating on GOUT Bonds
REDCATS USA: S&P Gives 'B' CCR; Affirms 'B' Rating on $305MM Loan

RESIDENTIAL CAPITAL: $7.2-Bil. Book Value of Assets as of Dec. 31
RESIDENTIAL CAPITAL: Centerbury Lawsuit vs. JPMorgan to Proceed
RESIDENTIAL CAPITAL: Ally CEO Threatens to Withdraw $750-Mil. Deal
RESIDENTIAL CAPITAL: Ocwen to Buy Mortgage Servicing Platform
REVEL AC: Inks Fourth Amendment to JPMorgan Credit Agreement

RG STEEL: Sues Suppliers to Recover Preferential Transfers
RG STEEL: Wants to Sell Asset to Bounty Mineral for $3.17-Mil.
ROBIN CINI: Former Spouse Sanctioned for Violating Automatic Stay
RTJJ INC: Community One Bank Fails to Block Plan Confirmation
SCHOOL SPECIALTY: Lee Munder Files Amended Schedule 13G with SEC

SCHOOL SPECIALTY: Dimensional Fund Discloses 7.4% Equity Stake
SEARS HOLDINGS: Holds 51% Equity Stake in Sears Canada Inc.
SELECT MEDICAL: Moody's Rates Proposed Senior Term Loan 'B1'
SIONIX CORP: Has 99.3 Million Common Shares Resale Prospectus
SMART & FINAL: Term Loan Amendment No Impact on Moody's 'B3' CFR

SOMERSET THOR: Updated Case Summary & Creditors' Lists
STARZ LLC: Sony Output Deal No Impact on Moody's 'Ba2' CFR
STEREOTAXIS INC: Franklin Resources Holds 19.2% Equity Stake
TEAM FINANCIAL: FDIC Expert Testimony Barred in Tax Refund Suit
TELETOUCH COMMUNICATIONS: Obtains $6MM Revolver Loan From DCP

TITAN PHARMACEUTICALS: First Eagle Discloses 9.9% Equity Stake
TRANSDIGM INC: S&P Assigns 'BB-' Rating on New $2.51BB Facility
TRILLIUM FAMILY: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL HEALTH: Hearing Today on BankUnited Bid for Dismissal
UNIVERSAL HEALTH: BankUnited Seeks Bar on Use of Cash, Tax Refund

UNIVERSAL HEALTH: Taps Katten Muchin as General Bankruptcy Counsel
UNIVITA HEALTH: Weak Performance Cues Moody's to Cut CFR to 'B3'
VIGGLE INC: To Issue Additional 15 Million Shares Under Plan
VISUALANT INC: Incurs $701,000 Net Loss in Dec. 31 Quarter
WESTMORELAND COAL: T. Rowe Price Discloses 5.4% Equity Stake

WHITTYMORE LLC: Case Summary & 5 Unsecured Creditors
ZALE CORP: Dimensional Fund Discloses 8.4% Equity Stake

* More Stable Airlines Fly Out of Mergers
* Libor Scrutiny Turns to Middlemen
* U.S. Banks' Bulk Distressed Loan Sales to Grow, Fitch Reports

* Moody's Notes Decline of High-Yield Bond Covenant Protections
* 2012 Downgrades on Non-Profit Healthcare Debts Reach $20-Bil.

* Morgan Joseph Triartisan Aided Versa Unit in $62.5MM Financing

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

30DC INC: Raine Ventures Reports 12.1% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Dan Raine, a managing member and beneficiary
of Raine Ventures, LLC, disclosed that, as of Dec. 31, 2012,
he beneficially owns 10,560,000 shares of common stock of 30DC,
Inc., representing 12.15% of the shares outstanding.  A copy of
the filing is available for free at http://is.gd/kKd19Q

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


30DC INC: MagCast Launches 250th Magazine on Apple Newsstand
------------------------------------------------------------
30DC, Inc., has recently added to its impressively growing list of
MagCast-delivered magazines.  The Company said that the 250th
unique magazine title has now launched on Apple Newsstand using
the MagCast digital publishing platform.

MagCast was formally launched in June of last year, as a cloud-
based service that creates an application for customers to publish
a digital magazine on Apple Corporation's online marketplace Apple
Newsstand.  The service includes executive training manuals and
tools on everything that is needed to start a magazine from
scratch, niche content creation strategies, and complete
instructions on how to publish on Newsstand.  Since MagCast was
launched midway through 2012 the platform has experienced
continuous growth in its user base which has continued into 2013.

"Today's announcement is a major milestone, with 250 magazines
MagCast has built a large magazine network that continues to  grow
at a rapid pace," the Company said in a press release.  "This
illustrates that MagCast is a go-to publishing platform for the
self-publishing magazine market.  Anyone or entity with a niche
idea or a market that is interested in creating, distributing  and
monetizing a magazine can now look to MagCast and view 250 unique,
real-world examples on how this is done."

30DC also advised that Good Light! Magazine, (one of the initial
magazines launched through the MagCast platform) a magazine about
portrait photography for amateurs, has just published its third
issue in Apple's Newsstand and the new issue has already
exceeded 10,000 readers.  The magazine sells for $3.99 per issue
or $2.99 for subscribers and is produced in Germany.

In 2013, 30DC will focus on enhancing the MagCast platform with
additional features that will increase current MagCast users'
ability to obtain additional subscribers, distribute their content
and ultimately increase their profits as well increase MagCast's
appeal to potential new users.

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


6537 MELROSE: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: 6537 Melrose Avenue Partnership
                6537 Melrose Avenue
                Los Angeles, CA 90038

Case Number: 13-13451

Involuntary Chapter 11 Petition Date: February 11, 2013

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Petitioner's Counsel: Daniel H. Reiss, Esq.
                      LEVENE, NEALE, BENDER, YOO & BRILL LLP
                      10250 Constellation Blvd Ste 1700
                      Los Angeles, CA 90067
                      Tel: (310) 229-1234
                      Fax: (310) 229-1244
                      E-mail: dhr@lnbyb.com

6537 Melrose Avenue Partnership's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Barbara Leibovic
12400 Wilshire Ste 400
Los Angeles, CA 90025


AIDA'S PARADISE: Files Plan to Continue Business, Keep Control
--------------------------------------------------------------
Aida's Paradise, LLC, filed a Plan of Reorganization, as amended,
which contemplates that the Debtor will continue to manage and
lease to tenants its I-Drive properties, and will continue to try
to secure a new restaurant tenant.

According to the Amended Disclosure Statement, the Debtor believes
that its current cash flow form the rental income and monthly
contributions from the Principals to make any budget shortfalls up
to 12 months after the Effective Date, are sufficient to make
payments to all Allowed Classes of Claims.

TD Bank, owed $5,958,175 on a secured claim (Class 1), will retain
its lien on the I-Drive Properties, and will receive payments of
principal and interest based on a 25 year amortization, with an
annual interest rate of 4.5%, and a balloon payment due 5 years
from the Plan Effective Date, except that for the first six months
of the Plan the Debtor will make monthly interest-only payments to
TD Bank.

The holder of secured property tax claims (Class 2) will retain
its lien on the I-Drive Properties and be paid 100% of its allowed
secured claims in monthly payments of principal and interest at
the statutory rate based on a 25 year amortization, and with a
final maturity 60 months from the Petition date.

Holders of general unsecured claims (Class 3) will be paid a pro
rata share of the cash flow note.

Holders of interests will retain their interest in the Debtor and
will contribute the "new value" to the Debtor to pay TD Bank's
claim for the first six months of the Plan or until the Debtor
secures a new Restaurant Tenant.  The current estimate of the New
Value to be contributed is approximately $134,976.

TD Bank's equitably subordinated claim will be subject to the
Debtor's set-off rights due to any damages determined in the TD
Bank adversary proceeding.  To the extent the Allowed Amount of
the claim exceeds the set-off, TD Bank will be paid pursuant to
the terms of the cash flow note after all Holders of Class 3
General Unsecured Claims have been paid in full.

A copy of the Amended Disclosure Statement is available at:

        http://bankrupt.com/misc/aida'sparadise.doc175.pdf

                       About Aida's Paradise

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

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

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


AIRTRONIC USA: Global Shareholder Provides Assets for Merger
------------------------------------------------------------
Global Digital Solutions on Feb. 13 disclosed that its majority
shareholder, Richard J. Sullivan, provided $300,000 in
collateralized assets to secure a $750,000 bridge loan that will
facilitate the planned merger with Airtronic USA.

Mr. Sullivan described his $300,000 infusion as "a vote of
confidence" in Airtronic and the company's President and CEO, Dr.
Merriellyn Kett.

Because Airtronic is currently a "debtor in possession" under
Chapter 11 of the Bankruptcy Code, the $750,000 bridge loan from
GDSI to Airtronic was subject to approval from the United States
Bankruptcy Court for the Northern District of Illinois.  Approval
for the bridge loan was granted on October 18, 2012.

On August 20, 2012, the GDSI and Airtronic announced that they had
signed a letter of intent to enter into good faith discussions
involving a potential strategic combination in which Airtronic
would be acquired by GDSI.  Having completed those good faith
discussions, the companies signed a merger agreement and
reorganization plan on October 16, 2012.  The agreement, which is
also subject to Bankruptcy Court approval, calls for Airtronic to
continue to operate as a subsidiary of GDSI.

"We're very excited that we have completed this critical phase of
the merger process between GDSI and Airtronic and we're looking
forward to completing the process as quickly as possible," said
Mr. Sullivan, who will become chairman and CEO of GDSI after the
acquisition is completed.

"It's important to note," Mr. Sullivan added, "that Airtronic
instituted a policy twelve years ago never to sell weapons to the
domestic U.S. commercial and/or retail market.  And I applaud Dr.
Kett and her team for having the vision to embrace that policy.
Airtronic only supplies these weapons to the U.S. military and
designated militaries abroad.  That's an important distinction
that will continue to be a vital part of Airtronic's business
model going forward."

Dr. Kett, Airtronic's CEO and President, also commented on the
bridge loan: "I'm very grateful to Dick Sullivan for his vote of
confidence and I'm delighted that we have taken this important
step in the merger process, which we believe will be very
beneficial to both companies and to our shareholders and
customers."

Once the merger is finalized, Dr. Kett is expected to continue
serving as CEO of Airtronic.

                    About Richard J. Sullivan

Dick Sullivan is an entrepreneurial pioneer.  He served as
Chairman and CEO of Applied Digital Solutions, where he executed a
technology rollup involving 42 acquisitions that succeeded in
increasing the company's share price from $2.50 to a peak of $18
per share.  During Sullivan's decade-long tenure as Chairman and
CEO, Applied Digital was one of the highest volume traded stocks
on NASDAQ.  Mr. Sullivan also served as Chairman and CEO of
Digital Angel Corporation and led the effort to spin off VeriChip
Corporation.  In 1970, he was a founding member of the management
team of Manufacturing Data Systems, Inc., which listed at $7.50
per share and was sold to Schlumberger N.V. in 1980 at $65 per
share.

                   About Merriellyn Kett, PhD

Airtronic's CEO and President joined the company in 2003 as a
partner and helped to refocus the business on several essential
battlefield weapons, including the M203 40mm Grenade Launcher --
one of the most widely used grenade launchers in the world -- the
.50 cal.  Machine Gun, the MK 19 Grenade Machine Gun, and most
recently the MK 777, a shoulder-fired recoilless rifle that is
light, lethal, and affordable.  Dr. Kett received her doctorate in
analytic philosophy from DePaul University in Chicago, IL, and
spent a year studying at the Sorbonne in Paris, France.  Before
joining Airtronic in 2003, she worked in infrastructure
development in China, building a metallurgical coking plant in
Shanxi Province.

               About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is refocusing
its business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.

                      About Airtronic USA

Airtronic -- http://www.Airtronic.net/-- is an electro-mechanical
engineering design and manufacturing company. It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  The company was founded in 1990 and is based in Elk
Grove Village, Illinois.  On May 16, 2012, the voluntary petition
of Airtronic, Inc. for liquidation under Chapter 7 was converted
to Chapter 11 reorganization.  The company had filed for Chapter 7
bankruptcy on March 13, 2012.


AFFINITY GAMING: Buyout Offer No Impact on Moody's 'B1' CFR
-----------------------------------------------------------
Moody's Investors Service said Affinity Gaming Corporation's B1
Corporate Family Rating and stable rating outlook are unaffected
by yesterday's announcement that Illinois based Z Capital Partners
(not rated), Affinity's largest shareholder of record, made an
offer to purchase all of Affinity's shares outstanding that it
doesn't already own.

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


AMERICAN AIRLINES: Said to Formally Announce Merger Today
---------------------------------------------------------
Mike Spector and Susan Carey, writing for The Wall Street Journal,
report that people familiar with the matter said the boards of
American Airlines parent AMR Corp. and US Airways Group Inc. late
Wednesday separately voted to approve a merger of the two
carriers.  The sources told WSJ that the merger will be formally
announced early Thursday morning, and a so-called plan support
agreement outlining all of the deal's details is set to be filed
the same day with the U.S. Bankruptcy Court in New York.

The report notes the airlines met at the New York offices of their
respective legal advisers in midtown Manhattan Wednesday
afternoon, at times concurrently:

     -- American's board met at the offices of law firm Weil,
        Gotshal & Manges LLP; and

     -- US Airways' board met at law firm Latham & Watkins LLP.

WSJ described the transaction as an all-stock deal: American's
creditors would own 72% of the combined airline, and US Airways
shareholders the balance.  WSJ's sources said the combined airline
will likely have a market capitalization exceeding $10 billion,
and the value could approach $11 billion.

Sources told WSJ that US Airways Chief Executive Doug Parker will
run the combined company as chief executive and AMR CEO Tom Horton
will serve as nonexecutive board chairman, likely until the spring
or summer of 2014, the time of the new company's first annual
meeting after American emerges from bankruptcy protection.  The
new board will have 12 directors, one of the people said.
American's creditors will appoint five directors, American will
appoint three and US Airways four, this person said.  The number
of directors will fall to 11 when Mr. Horton departs as chairman,
this person said.

According to the report, the deal will underpin AMR's bankruptcy
exit plan.  The merger plan will require approval from the
Bankruptcy Judge overseeing American's case, and from antitrust
regulators at the U.S. Justice Department and elsewhere, which
could take a few months.

Some of the sources told WSJ that the deal would repay AMR's
creditors nearly all their debts and AMR's existing common
shareholders are expected to get some kind of financial recovery
at some point as part of the merger.  AMR's common stock continues
to trade, but is expected to be extinguished once the company
issues new shares in the combined entity.

                     About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: U.S. Bank Appeals $1.5-Bil. Loan Approval
------------------------------------------------------------
U.S. Bank Trust N.A. appealed a bankruptcy judge's ruling, which
authorized AMR Corp. to obtain as much as $1.5 billion in
financing.

Judge Lane of the U.S. Bankruptcy Court in Manhattan authorized
AMR on February 1 to obtain the $1.5 billion in financing, and to
pay off $1.32 billion in loans with the new financing without
paying a so-called make-whole premium.

U.S. Bank, which relied in part on the so-called 1110 election
that AMR made early in the bankruptcy, failed to convince the
bankruptcy judge that the make-whole premium is due.

The term, which is derived from Section 1110 of the Bankruptcy
Code, requires an airline to decide within 60 days of bankruptcy
whether to retain aircraft.  If the airline elects to keep
aircraft, it must agree to "perform all obligations" under the
loan documents.

Judge Lane was not convinced that the 1110 election obliged AMR
to pay the make-whole, citing provisions in the indenture saying
that the make-whole isn't owing if the underlying default results
from bankruptcy.

The bankruptcy judge also said the 1110 election didn't cure the
bankruptcy default, thus still invoking the indenture provision
saying no make-whole is due following a bankruptcy default.

The stay of Judge Sean Lane's February 1 order was to expire at
11:59 p.m. Feb. 12, according to a stipulation signed by AMR Corp.
and U.S. Bank Trust N.A.

AMR's previous 1.32 billion loan, which is secured by Boeing
planes, was obtained through an enhanced equipment trust
certificate financing and a secured notes financing entered into
by American Airlines Inc., AMR's regional carrier, before its
bankruptcy filing.

AMR is also authorized to pay off the pre-bankruptcy loan
without paying a so-called make-whole premium, according to the
bankruptcy court's order issued on February 1.

A copy of the order is available at no charge at
http://is.gd/M6uCpv

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Sell & Lease Back 15 Boeing Planes
--------------------------------------------------------------
AMR Corp. filed a motion seeking court permission to implement a
sale and simultaneous leaseback of 15 Boeing 737-823 planes and
one Boeing 777-323ER plane with International Lease Finance Corp.

The 15 Boeing planes are scheduled to be delivered by The Boeing
Co. to American Airlines Inc. between May 2013 and December 2014.
Meanwhile, the Boeing 777-323ER aircraft is set to be delivered
next month, according to the court filing.

American Airlines did not disclose the purchase price for the
aircraft in the motion, which it filed under seal to protect
confidential information.

A court hearing is scheduled for February 26.  Objections are due
by February 19.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: To Pay $1.9-Mil. for Miami Dade Baggage System
-----------------------------------------------------------------
AMR Corp. entered into an agreement, which calls for payment by
the company of more than $1.9 million on account of Miami-Dade
County's claim concerning the Baggage Handling System at the
Miami International Airport.

The deal was approved by February 6 by Judge Sean Lane of the
U.S. Bankruptcy Court in Manhattan.  The agreement can be
accessed for free at http://is.gd/mSMR0b

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Committee Seeks to Retain Hay Group
------------------------------------------------------
BankruptcyData reported that AMR Corp.'s official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a motion
to retain Hay Group (Contact: Irv Becker) as compensation
consultant at the following hourly rates: U.S. executive
compensation practice leader at $975, other vice president at
$930, senior principal at $825, principal at $725, senior
consultant at $625, consultant at 525, senior associate at $450,
associate at $400 and analyst $350.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Inks 5th Amendment to Crystal Credit Agreement
----------------------------------------------------------------
American Apparel, Inc., and certain of its subsidiaries entered
into a Fifth Amendment to the Credit Agreement dated as of
March 13, 2012, among the Company and its subsidiaries, with
Crystal Financial LLC, as administrative agent, swing line lender
and a letter of credit issuer.

The Fifth Amendment to the Crystal Credit Agreement, among other
things, (i) allows the Company to borrow based on its trademarks
and for those loans to remain outstanding until Jan. 1, 2014; (ii)
extends the applicability of the existing minimum EBITDA covenant
for the remainder of 2013, (iii) adds a minimum excess
availability covenant for the period of Dec. 16, 2013, through
Feb. 1, 2014, (iv) raises the amount of capital expenditures that
the Company was allowed to make in fiscal year 2012 from
$17,000,000 to $18,000,000 and (v) provides the consent of the
administrative agent and lenders to the Eleventh Amendment to the
Lion Credit Agreement.  A copy of the 5th Amendment is available
for free at http://is.gd/Qh4ISI

In connection with the Fifth Amendment to the Crystal Credit
Agreement, on Feb. 6, 2013, the Company and certain of its
subsidiaries entered into an Eleventh Amendment to the Credit
Agreement, dated as of March 13, 2009, among the Company, Lion
Capital (Americas) Inc. and Lion/Hollywood L.L.C., the other
lenders party thereto, and Wilmington Trust, National Association,
as administrative agent and collateral agent.  The Eleventh
Amendment to the Lion Credit Agreement (i) conforms the minimum
EBITDA covenant to the revised minimum EBITDA covenant under the
Crystal Credit Agreement, as amended, and (ii) provides the
consent of the administrative agent and lenders to the Fifth
Amendment to the Crystal Credit Agreement.  A copy of the 11th
Amendment is available for free at http://is.gd/cYv1Tj

                       About American Apparel

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

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

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

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

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


AMWINS GROUP: S&P Assigns 'B' Rating on $715MM 1st-Lien Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' counterparty credit rating on AmWINS Group LLC.  The outlook
is stable.  At the same time, S&P assigned its 'B' issue-level
rating to the company's planned $715 million first-lien term loan
due September 2019.  S&P has assigned this debt a recovery rating
of '4', indicating its expectation for an average (30%-50%)
recovery for lenders in the event of a payment default.

S&P also revised its recovery rating on AmWINS' existing
$75 million first-lien revolving credit facility due 2017 to '4',
indicating S&P's expectation for an average (30%-50%) recovery for
lenders in the event of a payment default, from '2' and lowered
its issue ratings on this debt to 'B' from 'B+' in accordance with
S&P's notching criteria for recovery ratings.

"The rating affirmation reflects our expectation that AmWINS'
leverage profile will remain relatively unchanged following the
proposed transaction since the company is using proceeds from the
proposed issuance to refinance its $693 million in existing first-
and second-lien debt, with the remaining $23 million to be used
for original issue discount, transaction fees, and a call premium
on existing debt," said Standard & Poor's credit analyst Julie
Herman.  "The company will issue the new first-lien term loan
through an amendment to its existing first lien term loan with
substantially the same terms and conditions, but better pricing
and a maturity extended by three months."

The counterparty credit rating on AmWINS reflects the company's
limited financial flexibility resulting from its highly leveraged
capital structure.  The company experiences earnings volatility
due to its susceptibility to underwriting, pricing, and economic
cycles.  It also faces integration and execution risks in its
growth-by-acquisition strategy.  Offsetting these negative factors
is AmWINS' enhanced competitive position following a series of
more than 30 opportunistic acquisitions since 2002.  In addition
to its niche expertise in the excess and surplus market, the
company differentiates itself from peers through its increasingly
diverse revenue base in its specialty underwriting and group
benefits divisions.

For 2013, S&P expects AmWINS to maintain its favorable performance
trends, with overall organic growth in the positive low- to mid-
single digits on continued market share gains from successful
sales strategies, as well as improving rates and exposures in its
markets.  EBITDA should increase to more than $150 million due to
continued core earnings growth, the recent acquisition of Gresham
& Associates and Specialty Risk Services, and sustained margins of
at least 25%.  S&P also expects the company to maintain a debt-to-
last-12-month adjusted EBITDA of less than 7x and EBITDA fixed-
charge coverage of 2x or above.  The company should also generate
healthy positive cash flows from operations and maintain a cushion
of unrestricted cash of at least $15 million.

"If AmWINS appears to be underperforming relative to our
expectations," Ms. Herman continued, "we will consider lowering
the ratings.  The ratings will particularly come under pressure if
underperformance results from financial management that's more
aggressive than expected, loss of market share to competitors, or
poor execution regarding management's international expansion
strategy.  Given the company's highly levered profile following
the New Mountain Capital transaction, we don't expect to raise the
rating over the next year."


ASPEN GROUP: Has 3.1 Million Shares Resale Prospectus
-----------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the sale
of up to 3,064,289 shares of Aspen Group, Inc., common stock which
may be offered by Galt Asset Management, LLC, Timothy Allen,
William J. Lipkin, et al.

The Company will not receive any proceeds from the sales of shares
of its common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".  As of the last trading day before
Feb. 11, 2013, the closing price of the Company's common stock was
$0.50 per share.

A copy of the Form S-1 is available for free at:

                        http://is.gd/HmP2k0

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at Sept. 30, 2012, showed $5.34
million in total assets, $4.57 million in total liabilities and
$763,228 in total stockholders' equity.

"The Company had a net loss allocable to common stockholders of
$5,213,755 and negative cash flows from operations of $2,288,416
for the nine months ended September 30, 2012.  The Company's
ability to continue as a going concern is contingent on securing
additional debt or equity financing from outside investors.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


ATP OIL: EPA Initiates Civil Environmental Suit
-----------------------------------------------
BankruptcyData reported that the U.S. Environmental Protection
Agency filed with the U.S. Bankruptcy Court a notice that it
initiated a civil environmental enforcement action against ATP Oil
& Gas Corporation and non-debtor entity ATP Infrastructure
Partners.

The BankruptcyData report related that the complaint addresses ATP
Oil & Gas' alleged unlawful discharges of oil and unpermitted
chemical dispersants from ATP Innovator (a floating oil and gas
production platform) into the Gulf of Mexico.

Gavin Broady of BankruptcyLaw360 related that the EPA has alleged
that ATP Oil is liable for as much as $55 million in penalties for
concealing the discharge of oil into the Gulf of Mexico with
covertly injected chemical dispersants.

                         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.


AVIATION ROAD: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aviation Road Development Corp.
        dba Carl R's
        124 Main Street
        Queensbury, NY 12804

Bankruptcy Case No.: 13-10316

Chapter 11 Petition Date: February 11, 2013

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Justin A. Heller, Esq.
                  NOLAN & HELLER, LLP
                  39 North Pearl St, 3rd Floor
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  E-mail: jheller@nolanandheller.com

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

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

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nynb13-10316.pdf

The petition was signed by Joseph DeSantis, president.


API TECHNOLOGIES: Moody's Withdraws Ratings After Debt Payment
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of API
Technologies Corp., including its Caa1 Corporate Family Rating and
negative outlook due to the repayment of all rated debt.

The following ratings and outlook were withdrawn:

  Corporate Family Rating, previously rated Caa1

  Probability of Default Rating, previously rated Caa1-PD

  Speculative Grade Liquidity Rating, previously rated SGL-4

  $15 million first lien revolver due 2014, previously rated Caa1
  (LGD-3, 49%)

  $186 million first lien term loan due 2016, previously rated
  Caa1 (LGD-3, 49%)

Outlook, Changed To Rating Withdrawn From Negative

Ratings Rationale:

On February 6, 2013, API Technologies Corp. completed a
refinancing of its previously outstanding rated bank debt. All
ratings of API have been withdrawn since the company has no rated
debt outstanding.

API Technologies Corp. designs, develops and manufactures
electronic systems, subsystems, RF and secure solutions for
technically demanding defense, aerospace and commercial
applications. Revenues for the twelve months ended November 30,
2012 totaled $281 million.


ARCAPITA BANK: Chapter 11 Plan Contemplates $185-Mil. Loan
----------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., filed with the Bankruptcy Court
on Feb. 8, 2013, a disclosure statement in support of their Joint
Plan of Reorganization, dated Feb. 8, 2013.  The Plan
contemplates, among others, the entry of the Debtors into a
$185 million Murabaha exit facility that will allow the Debtors to
wind down their businesses and assets for the benefit of all
creditors and stakeholders.

The Plan proposes to establish new Cayman Islands and Delaware
holding companies which will own, directly or indirectly, 100% of
the Debtors' assets.  In exchange for their claims, the majority
of the Debtors' unsecured creditors will receive a Pro Rata Share
of a new Shari'ah compliant Sukuk Facility, substantially all of
the equity of the New Holding Companies and certain warrants
issued by New Arcapita Topco.  The Reorganized Arcapita Group will
wind down its operations and will not seek out new investors or
investments.

All proceeds allocable to the Reorganized Arcapita Group resulting
from exited portfolio assets, except for any working capital cash
needs of the Reorganized Arcapita Group, will be used to repay the
New Murabaha Facilities (the "New SCB Facility and the Exit
Facility") and the Sukuk Facility, in accordance with their terms,
and to make distributions in respect of the equity of the
Reorganized Arcapita Group.

Super-Subordinated Claims in Classes 10(a) and 10(g) are impaired
and, because they receive no distribution under the Plan, Holders
of such Classes are deemed to have rejected the Plan and are not
entitled to vote on the Plan.

Holders of Interests in Arcapita Bank B.S.C.(c) in Class 9(a) are
Unimpaired by the Plan, except as provided in Section 4.9.2, and
are presumed to accept the Plan.  Holders of Interests in Class
9(a) are not entitled to vote on the Plan.

SCB Claims in Class 2(a)-(f), Syndicated Facility Claims and
Arcsukuk Claims in Class 4(a)-(b), General Unsecured Claims
Against Arcapita in Class 5(a), General Unsecured Claims Against
AIHL in Class 5(b), General Unsecured Claims Against Falcon in
Class 5(g), Convenience Claims in Class 6(a), Intercompany Claims
Against Arcapita and AIHL in Class 7(a)-(b), Intercompany Claims
in Falcon in Class 7(g), Subordinated Claims Against Arcapita in
Class 8(a), Subordinated Claims Against Falcon in Class 8(g) and
Interests in Falcon in Class 9(g) are Impaired by and entitled to
receive a distribution under the Plan, and only the Holders of
Claims or Interests in those Classes are entitled to vote to
accept or reject the Plan.

Other Priority Claims in Class 1(a)-(g), Other Secured Claims in
Class 3(a)-(g), General Unsecured Claims Against Debtors Other
than Aracpita and AIHL and Falcon in Class 5(c)-(f), Intercompany
Claims Against Debtors Other Than Arcapita and AIHL and Falcon in
Class 7(c)-(f) and Intercompany Claims Against Falcon in Class
9(b)-(f) are Unimpaired by the Plan, and the Holders of Claims in
such Classes are conclusively presumed to have accepted the Plan.

The definitive documents evidencing the Exit Facility will be
filed in the Plan Supplement.

A copy of the Disclosure Statement in respect of the Debtors'
Joint Plan of Reorganization is available at:

           http://bankrupt.com/misc/arcapita.doc827.pdf

                        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: Claimants Want Insurance Taken Up First
-----------------------------------------------------------------
Certain claimants ask the U.S. Bankruptcy Court for the Eastern
District of Wisconsin to enter an order to sequence the bankruptcy
case of the Archdiocese of Milwaukee to advance the insurance
dispute before any further claims objection.

In a memorandum filed in support of the request, Michael G.
Finnegan, Esq., at Jeff Anderson & Associates, P.A., in St. Paul,
Minnesota, asserts that there are numerous reasons why the request
should be granted.  He contends that further claims objection
litigation will risk a huge cost to abuse survivors -- further
depression and possible suicide to name a few.

Mr. Finnegan also asserts that the request to sequence will save
judicial resources.  He argues the claims objections may not even
be necessary if there are no assets in the bankruptcy estate.
Moreover, he notes that sequencing will not prejudice the parties
as all defenses will be preserved.

The Claimants seek the same procedure that One Beacon (Commercial
Union) sought and received in state court -- a determination of
insurance coverage first, Mr. Finnegan further contends.  Hence,
the Claimants request that the Court sequence matters so that the
insurance dispute advances before any further claims objection
litigation.

Meanwhile, another group of claimants represented by Robert
Elliot, Esq., expressed support for court approval of the request.
The names of the claimants were withheld and were only referred to
in court papers as Claimants A-179, A-180, A-181 and A-182.

                  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: Sex Abuse Claims Go to Trial
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
denied the motions for summary judgment filed by the Archdiocese
of Milwaukee in connection with its objections to three sex abuse
claims.

The Archdiocese of Milwaukee previously proposed that the claims,
assigned as Claim Nos. 106, 259 and 456, should be disallowed "as
time-barred under Wisconsin's statute of limitations."

The claimants, whose names were withheld and were only referred
to in court filings as A-36, A-156 and A-341, alleged that they
were sexually abused by clergy in the Archdiocese of Milwaukee.

Meanwhile, the bankruptcy court granted the motion for summary
judgment on Claim No. 89 filed by Roy Ebert, an alleged sex abuse
victim.

Mr. Ebert filed the claim in 2011, alleging that George Nuedling
sexually molested him when he was an altar boy and fourth grade
student at St. Lawrence Catholic School in Milwaukee.

The Archdiocese of Milwaukee had proposed the disallowance of Mr.
Ebert's claim, saying it is unenforceable against the archdiocese
under Wisconsin's six-year statute of limitations for fraud.  The
claimant responded that "equitable estoppel" bars the archdiocese
from raising the statute of limitations.

Separately, the Archdiocese of Milwaukee filed a proposal
concerning the schedule for the bankruptcy court's consideration
of its objections to various claims.  The proposal can be
accessed for free at http://is.gd/aTXhKz

                  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: Late-Filed Sex Abuse Claim Disallowed
---------------------------------------------------------------
Bankruptcy Judge Susan V. Kelley sustained the objection filed by
the Archdiocese of Milwaukee to Proof of Claim number 89 filed by
Roy Ebert for alleged sexual abuse.  Judge Kelley sided with the
Debtor, which sought summary judgment, arguing that the Claim
should be disallowed as time-barred under Wisconsin's statute of
limitations.

Mr. Ebert filed his claim on Sept. 15, 2011.  He alleged that
Father George Nuedling sexually assaulted him in 1963 when the
Claimant was an altar boy and fourth grade student at St.
Lawrence Catholic School in Milwaukee.

In support of its summary judgment motion, the Debtor filed an
affidavit of Attorney Francis LoCoco and appended copies of
correspondence from the Claimant and his attorney to the Debtor.
The Claimant sent an e-mail on April 28, 2002, in which he stated
that it was "well known among the boys, even in the church
rectory, not to stand with your back to this priest. . . ."  The
e-mail describes Nuedling's violent attack on the Claimant in the
school restroom and asks: "I just wonder how many other little
boys this evil man harmed?"

Barbara Reinke, director of the Debtor's Project Benjamin,
responded to the Claimant's e-mail and confirmed that Nuedling
was known to the Debtor as an offender, and was confronted before
his death.

On Jan. 17, 2003, Mr. Ebert's attorney, Daniel Stevens, wrote a
letter to Barbara Reinke.  The letter states that it is well-
known that Nuedling assaulted children since the 1960s for over
30 years.  The letter accuses the Debtor of responding to the
reports of abuse by reassigning Nuedling to another parish,
"exposing innocent victims to a monster."  The letter concludes:
"I would appreciate a response from you within 10 days from the
date of this letter, or I will advise Mr. Ebert to pursue other
avenues."

On Feb. 5, 2003, the Debtor's attorney, Matthew Flynn, responded:
"The Archdiocese appreciates your reporting the matters set out
in your letter. However you seem to imply that the Archdiocese
knew in the 1960s that Fr. Nuedling was engaged in this kind of
conduct. In fact, the Archdiocese did not have knowledge of these
kinds of allegations against Fr. Nuedling at that time." The
response also invited Attorney Stevens to contact Attorney Flynn
"about what you are requesting for Mr. Ebert," and asserted that
"any litigation claims that you may be implying would be barred
by the statute of limitations." Attorney Flynn cited two
Wisconsin Supreme Court decisions as authority for his statement
about the statute of limitations.

The Debtor urges disallowance of the Claim under 11 U.S.C. Sec.
502(b)(1) because the Claim is "unenforceable against the debtor
. . . under any agreement or applicable law."  The applicable law
is Wisconsin's six-year statute of limitations for fraud.  The
Claimant responds that equitable estoppel bars the Debtor from
raising the statute of limitations.

According to Judge Kelley, "The Court feels a deep sympathy for
the abuse suffered by the Claimant and the adverse consequences
he has endured through no fault of his own.  But, under Wisconsin
law, the Court must enforce the statute of limitations if the
Claimant had enough information brought home to him about the
Debtor's fraud that would lead a reasonable person to
investigate.

"Here, the Claimant's suspicions about the Debtor's conduct in
covering up and transferring Nuedling led the Claimant's attorney
to demand immediate answers from the Debtor or he would 'explore
other avenues.'  Unlike other claimants in this case who filed
affidavits stating that they did not know about the Debtor's
alleged fraud until recently, the record shows that the Claimant
suspected in 2003 at the latest that the Debtor covered up
Nuedling's atrocious activities.  Under these circumstances, the
six-year statute of limitations for the Claimant's fraud claim
expired prior to the Debtor's bankruptcy petition."

A copy of Judge Kelley's Jan. 31, 2013 Memorandum Decision is
available at http://is.gd/wevgFBfrom Leagle.com.

                  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)


BAKERS FOOTWEAR: Seeks to Auction Intellectual Property
-------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that the
trustee winding down Bakers Footwear Group Inc. is seeking court
approval to sell the liquidating retailer's intellectual property
and some store leases to Zigi USA for $2.45 million, subject to
higher offers at auction.

                       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.


BBX CAPITAL: Dimensional Fund Discloses 3.8% 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 596,378 shares of common
stock of BBX Captial Corp. representing 3.83% of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 639,851 common shares or a 4.15% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/f4Su4U

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

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

The Company's balance sheet at Sept. 30, 2012, showed
$488.35 million in total assets, $233.62 million in total
liabilities and $254.72 million in total stockholders' equity.

                           *     *     *

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

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


BEHRINGER HARVARD: Completes Liquidation of Assets Under Plan
-------------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP, on Feb. 11,
2013, completed its liquidation pursuant to a Plan of Liquidation
adopted by its general partner, which provided for the formation
of a liquidating trust for the purpose of completing the
liquidation of the assets of the Partnership followed by a
dissolution of the Partnership.

In furtherance of the Plan, the Partnership entered into a
Liquidating Trust Agreement with Behringer Harvard Advisors II LP,
the general partner of the Partnership, as managing trustee, and
CSC Trust Company of Delaware, as resident trustee, in connection
with the formation of the Behringer Harvard Short-Term Opportunity
Liquidating Trust.  As of the Effective Date, each of the holders
of limited partnership units in the Partnership received a pro
rata beneficial interest in the Liquidating Trust in exchange for
that holder's interest in the Partnership.

In accordance with the Plan and the Liquidating Trust Agreement,
the Partnership has transferred all of its remaining assets and
liabilities to the Liquidating Trust to be administered, disposed
of or provided for in accordance with the terms and conditions set
forth in the Liquidating Trust Agreement.

The purpose of the Liquidating Trust is to wind up the
Partnership's affairs and liquidate the Partnership's assets,
including, but not limited to, the sale of its remaining real
estate assets, to make appropriate provision for the Partnership's
remaining obligations and to make special distributions to the
investors of available liquidation proceeds.  Pursuant to the
Liquidating Trust Agreement, the Managing Trustee is entitled to
receive the same compensation and expense reimbursements that the
general partner of the Partnership was entitled to receive.  The
existence of the Liquidating Trust will terminate upon the
earliest of (i) the distribution of all of the Liquidating Trust's
assets in accordance with the terms of the Liquidating Trust
Agreement, or (ii) the expiration of a period of three years from
the Effective Date.  The existence of the Liquidating Trust may,
however, be extended beyond the three year term if the Managing
Trustee determines that an extension is reasonably necessary to
wind up the affairs of this Liquidating Trust.

On the Effective Date, the Partnership filed a Form 15 with the
Securities and Exchange Commission to terminate the registration
of the limited partnership units in the Partnership under the
Securities Exchange Act of 1934.  Accordingly, the Partnership
will cease filing reports under that act.  However, the Managing
Trustee will cause the Liquidating Trust to file with the
Securities and Exchange Commission annual reports on Form 10-K
showing the assets and liabilities of the Liquidating Trust at the
end of each calendar year and describing the changes in the assets
and liabilities of the Liquidating Trust and the actions taken by
the Managing Trustee during the period.  The Managing Trustee will
also cause the Liquidating Trust to file current reports on Form
8-K whenever an event occurs for which Form 8-K requires that
report to be filed for the Liquidating Trust or to disclose
material events relating to the Liquidating Trust or its assets.

A copy of the Plan of Liquidation is available at:

                        http://is.gd/cSMSKd

A copy of the Liquidating Trust Agreement is available at:

                        http://is.gd/MRYYNL

                      About Behringer Harvard

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

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

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

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


BERNARD L. MADOFF: Trustee Proposes Third Distribution
------------------------------------------------------
Irving H. Picard, the Securities Investor Protection Act (SIPA)
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC (BLMIS) filed a motion on Feb. 13 in the United
States Bankruptcy Court for the Southern District of New York
seeking approval for an allocation of recoveries to the BLMIS
Customer Fund and an authorization for a third pro rata interim
distribution from the Customer Fund to BLMIS customers with
allowed claims.

The third interim distribution will total approximately $505
million, and will bring the amount distributed to eligible
claimants to $5.438 billion, which includes $806.7 million in
advances committed to the SIPA Trustee for distribution to allowed
claimants by the Securities Investor Protection Corporation
(SIPC).

"Returning the maximum amount of funds stolen in the Madoff Ponzi
scheme to their rightful owners remains our mission, and the third
interim distribution of recovered money signals ongoing momentum
in our efforts and also shines a light on the important role
played by SIPC in making ongoing recoveries and distributions
possible," said Mr. Picard.  "We will continue working diligently
to remove impediments that block the speedy return of recovered
funds to BLMIS customers and to increase Customer Fund recoveries
for further distributions as soon as is practicable."

SIPC President Steve Harbeck said, "We are very pleased that
Trustee Picard, working through the customer protection program
set up by Congress, is returning more than $5 billion to Madoff
victims, with more than half of the claimants with allowed claims
achieving full recovery.  This is the hallmark of an established
and tested process that delivers for American investors, even in a
case as complicated as the Madoff liquidation proceeding.  The
Madoff liquidation is emerging as a textbook example of how SIPC
works . . . and works well . . . for American investors."

Allowed claims will receive approximately 4.709 percent of the
allowed claim amount of each individual account, unless the claim
is fully satisfied.  Currently, 2,178 accounts have an allowed
claim and, of these accounts, 1,106 will be fully satisfied
following the third interim distribution.  The average payment for
an allowed claim issued in the third distribution will total
approximately $458,000 and the largest will be approximately $115
million.  The third interim distribution will be paid to record
holders of allowed claims as of March 22, 2013.

The SIPA Trustee has recovered or reached agreements to recover
more than $9.317 billion since his appointment in December 2008.
These recoveries exceed similar efforts related to prior Ponzi
scheme recoveries, in terms of dollar value and percentage of
stolen funds recovered.  Ultimately, 100 percent of the SIPA
Trustee's recoveries will be allocated to the Customer Fund for
distribution to BLMIS customers with allowed claims.

As of February 12, 2013, the SIPA Trustee has distributed by the
second pro rata interim distribution approximately $3.626 billion
to BLMIS accounts with allowed claims and approximately $499.8
million has been returned via the first pro rata interim
distribution.  In addition, SIPC has paid a maximum advance of up
to $500,000 against each allowed BLMIS claim, and to date, SIPC
has committed approximately $806.7 million in advances to these
customers.

All administrative costs of the SIPA liquidation of Bernard L.
Madoff Investment Securities LLC and its global recovery efforts
making possible the distributions to BLMIS customers with allowed
claims have been funded through monies advanced to the SIPA
Trustee by SIPC.

On February 8, 2013, the 90-day escrow period ended for the $1.025
billion settlement between the SIPA Trustee and more than a dozen
domestic and foreign investment funds, their affiliates and a
former chief executive associated with Tremont Group Holdings,
Inc., and the settlement funds plus interest were released to the
SIPA Trustee.  Accordingly, the SIPA Trustee has allowed certain
customer claims related to Tremont.

The proposed allocation totals approximately $1.198 billion, drawn
primarily from the Tremont funds and including funds recovered by
the SIPA Trustee since the second interim distribution.

"Our efforts to recover additional stolen funds are far from over,
and we will continue to vigorously pursue pending cases and
issues, as we remain confident in our positions," said David J.
Sheehan, Chief Counsel to the SIPA Trustee.

Mr. Sheehan noted that there are 173 claims still subject to
litigation.  Once litigation is resolved, each individual claim
may become allowed and would become eligible for all pro rata
distributions to date.  For this potential scenario, the SIPA
Trustee has, to date, reserved approximately $2.476 billion.  The
ultimate amount of additional allowed claims depends on the
outcome of the litigation, and could add more than $6.5 billion to
the total amount of allowed claims.

Additionally, more than 1,200 objections have been filed relating
to the time-based damages issue, seeking additional payments based
on the New York state statutory pre-judgment interest rate of 9
percent, inflation, or other damages calculations.  Until a final,
unappealable order is reached on the issue of time-based damages,
the SIPA Trustee must hold a court-ordered reserve of
approximately $1.3 billion.

Portions of recoveries and settlement agreements have not yet been
collected, due to appeals, the timing of payments of certain
settlement monies and other issues.  Therefore, these funds cannot
be either allocated to the Customer Fund or distributed to BLMIS
customers with allowed claims until these issues are resolved.
Required reserves include the $220 million settlement with the
Norman F. Levy family, which is still subject to appeal until late
March 2013 and, as a result, these funds remain in reserve.  Also,
approximately $222.8 million relating to settlement reserves and
other matters must be held in reserve.

A hearing on the third allocation and distribution motion has been
set for March 13, 2013.  The Customer Fund Allocation and
Distribution Motion can be found on the United States Bankruptcy
Court's Web site at http://www.nysb.uscourts.gov/
Bankr. S.D.N.Y., No. 08-01789 (BRL).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERRY PLASTICS: Graham Berry Discloses 5.4% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Graham Berry Holdings, LP, Graham Berry Holdings GP,
LLC, and Graham Partners II, L.P., disclosed that, as of Oct. 4,
2012, they beneficially own 6,125,000 shares of common stock of
Berry Plastics Group, Inc., representing 5.4% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/q33CUG

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BERRY PLASTICS: Borrows Add'l $1.4 Billion From Credit Suisse
-------------------------------------------------------------
Berry Plastics Group, Inc., Berry Plastics Corporation and certain
of its subsidiaries entered into an Incremental Assumption
Agreement with Credit Suisse AG, Cayman Islands Branch, to
increase the commitments under Berry's existing term loan credit
agreement by $1,400,000,000.  Berry borrowed loans in an aggregate
principal amount equal to the full amount of the commitments on
Feb. 8, 2013.  The Term D Loans bear interest at LIBOR plus 2.50%
per annum with a LIBOR floor of 1.00%, mature on Feb. 8, 2020, and
are subject to customary amortization.  If certain specified
repricing events occur prior to Feb. 8, 2014, Berry will pay a fee
to the applicable lenders equal to 1.00% of the outstanding
principal amount of the Term D Loans subject to that repricing
event.

The proceeds of the Term D Loans, in addition to borrowings under
Berry's revolving credit facility, were used to (a) satisfy and
discharge all of Berry's outstanding (i) Second Priority Senior
Secured Floating Rate Notes due 2014, (ii) First Priority Senior
Secured Floating Rate Notes due 2015, (iii) 10 1/4% Senior
Subordinated Notes due 2016 and (iv) 8 1/4% First Priority Senior
Secured Notes due 2015, which, in each case, were called for
redemption on Feb. 8, 2013, and the related indentures and (b) pay
related fees and expenses.

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BOB COOK: Maloofs Give Ch. 11 Trustee Sacramento Kings Sale Docs
----------------------------------------------------------------
Dale Kasler, writing for The Sacramento Bee, reported that pushing
his claim that the Sacramento Kings' limited partners might have a
right to match a Seattle group's purchase offer for the team, a
bankruptcy trustee has persuaded the Maloofs to cough up
confidential documents on the pending sale.

The report said following lengthy negotiations, the Maloofs turned
over documents last Friday concerning the sale of their 65 percent
share of the team, trustee David Flemmer's lawyer told a
bankruptcy judge Monday.  Flemmer's lawyer, Don Fitzgerald, said
an "outline" of the Seattle deal will be made available on a
confidential basis to qualified bidders interested in buying
bankrupt limited partner Bob Cook's 7 percent share, according to
the report.

The Sacramento Bee noted that Flemmer is auctioning the share to
pay Cook's creditors.  The Cook auction has become a potentially
major issue in the fight between Sacramento and Seattle for the
Kings, the report said.


BON-TON STORES: Lombard Odier Discloses 9.4% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lombard Odier Asset Management (USA) Corp disclosed
that, as of Dec. 31, 2012, it beneficially owns 1,619,394
shares of common stock of The Bon-Ton Stores, Inc., representing
9.44% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/ZysGJT

                        About Bon-Ton Stores

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

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

                           *     *     *

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

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


BLUEGREEN CORP: Dimensional Fund Discloses 8.5% 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 2,702,700 shares of
common stock of Bluegreen Corp. representing 8.56% of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 2,704,394 common shares or a 8.3% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                         http://is.gd/wYTNZz

                         About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.06 billion in total assets, $720.24 million in total
liabilities and $340.77 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BRIER CREEK: Court Sends BofA Dispute to Arbitration
----------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the request of
Bank of America, N.A., for the Court to abstain from hearing a
lawsuit commenced by Brier Creek Corporate Center Associates
Limited Partnership and its affiliated entities.  BofA, however,
convinced the Court to compel the parties to arbitration with
respect to certain of the claims raised in the lawsuit.

"The court commends the parties to seek resolution of that issue
on their own, with an eye toward efficiencies and fairness, but
the court will, of course, be available to direct that
determination if necessary, upon proper motion," said Judge
Humrickhouse.

Brier Creek Corporate Center Associates Limited Partnership, along
with eight other related entities filed Chapter 11 petitions last
year.  Prior to the filing of the petitions, the debtors, along
with five other entities, filed a complaint against BofA in
Mecklenburg County Superior Court on Oct. 13, 2011.  Brier Creek
et al. have a loan portfolio in excess of $100 million with BofA,
secured by commercial real property located in Mecklenburg and
Wake Counties.  The complaint contains 15 causes of action
including contract and tort claims, arising from Brier Creek et
al.'s loans and other financial transactions with BofA. In
response, BofA filed counterclaims alleging breaches of contract.

The case was subsequently transferred for adjudication to the
North Carolina Business Court, although venue remained in
Mecklenburg County Superior Court.  On May 7, 2012, the state
court action was removed to the U.S. Bankruptcy Court for the
Western District of North Carolina, and on June 19, 2012, the
adversary proceeding was initiated upon the transfer of the case
to the U.S. Bankruptcy Court for the Eastern District of North
Carolina.

The case is styled as, BRIER CREEK CORPORATE CENTER ASSOCIATES
LIMITED PARTNERSHIP, AAC RETAIL PROPERTY DEVELOPMENT AND
ACQUISITION FUND, LLC, BRIER CREEK OFFICE #4, LLC, BRIER CREEK
OFFICE #6, LLC, CARY CREEK LIMITED PARTNERSHIP, SERVICE RETAIL AT
BRIER CREEK, LLC, SERVICE RETAIL AT WHITEHALL II LIMITED
PARTNERSHIP, SHOPTON RIDGE BUSINESS PARK LIMITED PARTNERSHIP,
SHOPTON RIDGE 30-C, LLC, WHITEHALL CORPORATE CENTER #5, LLC,
WHITEHALL CORPORATE CENTER #6, LLC, AMERICAN ASSET CORPORATION
COMPANIES, LTD., WHITEHALL CORPORATE CENTER #4, LLC Plaintiffs, v.
BANK OF AMERICA, N.A. Defendant, Adv. Proc. No. 12-00121-8-SWH-AP
(Bankr. E.D.N.C.).  A copy of the Court's Feb. 8, 2013 Order is
available at http://is.gd/kYFXaPfrom Leagle.com.

                    About Brier Creek Corporate

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

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

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

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

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


CALUMET SPECIALTY: New Refinery JV No Impact on Moody's 'B2' CFR
----------------------------------------------------------------
Moody's Investors Service said that Calumet Specialty Products
Partners, L.P.'s (B2 positive) 50%/50% joint venture deal with MDU
Resources Group, Inc. (unrated), to build a new 20,000 barrels per
day refinery in North Dakota is credit neutral for Calumet. The JV
will have only a minor impact on consolidated cash flow,
liquidity, and financial leverage ratios.

The following summarizes the ratings:

Calumet Specialty Products Partners, L.P.

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  Senior Secured Notes Rating -- B3 (LGD5, 71%)

  Speculative Grade Liquidity Rating -- SGL-3

  Outlook - Positive


CAMP INTERNATIONAL: S&P Assigns 'B' Rating to $370MM 1st-Lien Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue
rating to CAMP International Holding Co.'s (CAMP) $370 million
first-lien term loan, with a recovery rating of '4'.  At the same
time, S&P affirmed its 'B' corporate credit rating on the company.
S&P also affirmed the 'B' rating on the company's existing
$30 million revolving credit facility and revised S&P's recovery
rating on the debt to '4' from '3', which reflects the increase in
the first-lien debt amount.  The recovery rating of '4' indicates
S&P's expectation for an average (30% to 50%) recovery of
principal in the event of payment default.

"The ratings on CAMP reflect the company's weak business profile,
characterized by its narrow addressable market and its highly
leveraged financial profile," said Standard & Poor's credit
analyst Katarzyna Nolan.

The company's leading market position, good operating margins, and
exclusive agreements with original equipment manufacturers (OEMs)
partly offset these factors.

The outlook is stable, reflecting S&P's view that the company's
recurring and predictable revenue base should result in moderate
free cash flow generation.

S&P could lower the rating if the company's revenue and EBITDA
decline due to a loss of a major OEM contract or cyclical end-
market dynamics and as a result, leverage increases to the high-7x
area on a sustained basis.  An upgrade is unlikely over the next
year, since the company's large debt burden is likely to prevent
it from achieving a material improvement in credit metrics over
this period.

RATINGS LIST

Rating Affirmed

CAMP International Holding Co.
Corporate credit rating                 B/Stable/--

New Rating

CAMP International Holding Co.
$370 mil. first-lien term loan
Senior secured                          B
  Recovery rating                        4

Rating Affirmed/Recovery Rating Revised

CAMP International Holding Co.           To           From
$30 mil. revolver
  Senior secured                         B            B
   Recovery rating                       4            3


CENTENNIAL BEVERAGE: Wants Court's OK to Pay Critical Vendors
-------------------------------------------------------------
Centennial Beverage Group LLC asks the Bankruptcy Court for
authorization to pay critical vendors Republic National
Distribution Company and Glazer's Wholesale, 10% of its total
customary weekly retail sales (6.5% to Republic and 3.5% to
Glazers') to be applied towards the payment of their prepetition
claims.  The payments will be conditioned on said critical
vendors' agreement to sell distilled spirits and wine to
Centennial, the payments for which will be made in cash and in
advance.

Centennial owes a total prepetition amount in excess of $5 million
to Republic and Glazer's, from whom Centennial purchases
approximately 90% of its distilled spirits and wine inventory.
Prior to the Petition Date, Centennial was placed on the
Delinquent List maintained by the Texas Alcoholic Beverage
Commission because of Centennial's non-payment to its vendors.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.

The 75-year-old-company once had 70 stores throughout Texas. They
are now concentrated in the Dallas-Fort Worth area.  Sales for the
year ended in November were $158 million. Year-over-year, revenue
was down 50%, according to a court filing.

In its schedules, the Debtors disclosed $24,053,049 in assets and
$48,451,881 in liabilities as of the Petition Date.

Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.


CENTENNIAL BEVERAGE: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Centennial Beverage Group, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $24,053,049
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,685,288
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,780,335
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $27,986,258
                                 -----------      -----------
        TOTAL                    $24,053,049      $48,451,881

A copy of the schedules is available at:

      http://bankrupt.com/misc/centennialbeverage.doc146.pdf

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.

The 75-year-old-company once had 70 stores throughout Texas. They
are now concentrated in the Dallas-Fort Worth area.  Sales for the
year ended in November were $158 million. Year-over-year, revenue
was down 50%, according to a court filing.

Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.


CENTRAL EUROPEAN: M. Kaufman Nominates Self, 3 Others to Board
--------------------------------------------------------------
Mark Kaufman notified Central European Distribution Corporation
of his nomination of William V. Carey, Tom Wilen, Philippe Leopold
and himself as candidates for election as directors of CEDC to be
voted on at the forthcoming annual meeting of shareholders on
March 26.

Mr. Kaufman and W & L Enterprises Ltd. together beneficially own
7,417,549 shares of the Company's common stock, representing
approximately 9.4% of the Company's common shares, as reported by
the TCR on Jan. 30, 2013.

A complete copy of the regulatory filing is available at:

                        http://is.gd/TzHiNC

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CHAMPION INDUSTRIES: Dimensional Fund Reports 6.7% 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 758,522 shares of common
stock of Champion Industries Inc. representing 6.71% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/YfIvwH

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.
Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.

The Company's balance sheet at Oct. 31, 2012, showed $47.9 million
in total assets, $49.3 million in total liabilities, and a
stockholders' deficit of $1.4 million.


CIT GROUP: S&P Revises Outlook on 'BB-' ICR to Positive
-------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on its 'BB-' long-term issuer credit rating on CIT Group
Inc. to positive from stable.  Standard & Poor's also said that it
affirmed the 'BB-' long-term issuer credit rating on CIT.

S&P revised the rating outlook to positive because CIT has repaid
nearly $9 billion in higher-cost legacy debt, lowered its funding
cost by more than 100 basis points, and significantly boosting its
core earnings since the end of March 2012.  The company also has
moved more of its business to its commercial bank subsidiary and
maintained careful liquidity and capital management.

"We could raise the rating on CIT within a year if, among other
factors, the company consistently generates core profitability
near the level it reported in fourth-quarter 2012," said Standard
& Poor's credit analyst Brendan Browne.  "Specifically, we could
raise the rating if CIT consistently reports a core pretax,
preprovision return on assets (ROA) ratio of more than 1.25%."  By
S&P's calculation, the company reported a ratio of 1.6% in fourth-
quarter 2012, which was higher than S&P had expected.  That ratio
will likely fall somewhat in the coming quarters (since the
fourth-quarter total included a few unusual items), but S&P
expects it to remain above the levels the company produced during
most of 2012.  S&P believes that such preprovision earnings allow
CIT to absorb a higher level of charge-offs than it previously
could--without suffering significant bottom-line losses.

"The positive outlook reflects our expectation that CIT will
likely sustain the recent improvement in its earnings without
taking on material additional credit risk," said Mr. Browne.  "We
also expect the company to only moderately loosen its robust
capital and liquidity over the next year."

Notwithstanding the positive outlook, several factors could limit
an upgrade.  First, the company remains under a written agreement
with the Federal Reserve Bank of New York.  S&P believes that CIT
has likely satisfied most of the requirements of the agreement,
which has been in place since August 2009.  Still, the existence
of the agreement raises some questions about whether the Federal
Reserve believes that CIT has done enough to improve its
underwriting and risk management.

Any significant reduction in capital and liquidity would also
preclude a higher rating.  For instance, the company currently has
regulatory total capital ratio of 17%.  S&P expects that ratio to
drop closer to 13% over time, but a sharp drop in the next year,
particularly with a growth in assets, may prevent an upgrade.

While less likely, S&P could lower its ratings on CIT if it
unexpectedly increases its leverage substantially, if it weakens
its liquidity management, or if S&P believes that it is
substantially relaxing its underwriting standards so that it could
expand its loan portfolio.

"We plan to closely monitor CIT's growth in corporate finance,
where it is expanding rapidly.  The company's corporate finance
loans and leases rose 16% in 2012.  Banks and a variety of nonbank
lenders are competing fairly aggressively for these types of loans
and underwriting in general has probably loosened, in our view.
Although we believe that CIT has not unduly eased its underwriting
standards, we would be hesitant to raise our rating on the company
if it continued to grow rapidly in a market that exhibited
significant further evidence of deterioration in underwriting,"
S&P said.


CITIBANK: Moody's Affirms (P)Ba2 Rating on Jr. Subordinated Debt
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook on Citibank
N.A. to stable from negative, while affirming the bank's deposit
rating of A3 and baseline credit assessment of baa3.

Ratings Rationale:

The negative outlook had been assigned to Citibank N.A. on October
16, 2012, following the unexpected resignations of the previous
CEO and President. These resignations raised concerns that further
senior management departures might occur or that Citigroup's
ongoing efforts to install improved risk management practices
might falter. "A sustained improvement in Citigroup's risk culture
is critical to the firm's credit strength" said Peter Nerby, a
Moody's Senior Vice-President.

In explaining the change of the outlook to stable from negative,
Moody's observed that the reorganization announced by CEO Michael
Corbat on January 7 has been orderly. Moody's believes there has
been no interruption in Citigroup's efforts to install an improved
risk governance culture in the company. The goal is to instill a
risk structure and culture by which risk considerations become
intuitively considered in business decisions throughout the firm.
Considering the complexity and reach of Citigroup's global
operations and the shareholder pressures it faces, accomplishing
this goal is a major credit challenge. Moody's concluded, however,
that the recent CEO change and management reorganization does not
slow the progress the company is making towards this objective.

Moody's maintained the negative outlook on the Baa2 senior debt
and Baa3 subordinated debt ratings of Citigroup Inc. (the holding
company) given that each of these ratings benefits from "lift"
resulting from systemic support. This negative outlook has been in
place since June of 2012. The negative outlook on Citigroup's debt
ratings reflects Moody's views that government support for US bank
holding company creditors is less certain given the FDIC's efforts
to make the "Single Entry Receivership" approach operational in
the event of the failure of a systemically important banking
organization. An important aspect of that approach is the
imposition of losses on senior and subordinated unsecured
creditors at the bank-holding-company level in order to
recapitalize the firm and support its systemically-important bank
and non-bank subsidiaries to permit them to continue operating
with minimal disruption.

Other noteworthy rating actions included affirming the (P) Ba2
rating on Citigroup's junior subordinated debt and the B1 rating
on its preferred shares and changing the outlook on these
securities to stable from negative, as these ratings are notched
off Citigroup's unsupported baseline credit assessment. The
outlook on several other smaller highly-integrated subsidiaries
was also changed to stable from negative (see full list of rating
actions attached).

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.


COMARCO INC: Consummates $2.5-Mil. Elkhorn Debt & Equity Financing
------------------------------------------------------------------
Comarco, Inc. disclosed that, on Monday, February 11, 2013, it has
consummated a $2.5 million debt and equity financing transaction
with Elkhorn Partners Limited Partnership, an existing shareholder
of the Company.  In that transaction, Elkhorn has made a $1.5
million secured loan to the Company maturing on November 30, 2014,
and has purchased a total of 6,250,000 shares of our common stock,
at a price of $0.16 per share, generating an additional $1.0
million of cash for the Company.

As a result of the sale to Elkhorn of the 6,250,000 shares of
Company common stock, Elkhorn's ownership has increased to
approximately 49%, from approximately 9%, of the Company's
outstanding shares, making Elkhorn the Company's largest
shareholder.

The Company has used approximately $2.1 million of the proceeds
from these transactions to repay the entire principal amount of
and all interest on a $2.0 million secured six month term loan
that the Company had obtained from Broadwood Partners L.P. at the
end of July 2012.  The anticipated sale of 3 million shares of
Company common stock to Broadwood, the proceeds of which were to
have been used to repay the Broadwood loan, was not consummated.

The balance of the proceeds from the Elkhorn loan and equity
transactions are expect to be used by the Company primarily for
working capital purposes.

              Elkhorn Loan and Security Agreements

The $1.5 million loan made to us by Elkhorn bears interest at 7%
for the first 12 months of the loan, increasing to 8.5% thereafter
and continuing until the loan is paid in full.  The loan matures
on November 30, 2014; however, the Company has the right, at its
option, to prepay the Elkhorn Loan, in whole or in part, without
penalty or premium.

Under the terms of the Elkhorn loan, if and to the extent the
Company does not repay the loan in full by its maturity date (or
upon acceleration of the loan after the occurrence of an event of
default), then, Elkhorn will have the right, at its option (but
not the obligation), to convert the then unpaid balance of the
loan, in whole or in part, into shares of Company common stock at
a conversion price of $0.25 per share, which will be subject to
possible adjustment on certain events, such as stock splits, stock
dividends and any reclassifications of the Company's outstanding
shares, certain mergers and, subject to certain exceptions, sales
by the Company of shares of its common stock at a price lower than
$0.25 per share.  The conversion price of $0.25 per share
represents a premium of more than 70% over the average of the
closing prices of the Company's shares in the over-the-counter
market for the five trading days preceding the making of the loan
by Elkhorn to the Company.

The payment of, and the performance by the Company of its other
obligations to Elkhorn with respect to, the loan are secured by
first priority security interests granted to Elkhorn in
substantially all of the assets of the Company and its wholly-
owned subsidiary, Comarco Wireless Technologies, Inc. ("CWT"), and
a pledge of all of CWT's shares by the Company to Elkhorn.

                 Sale of Common Stock to Elkhorn

The sale by the Company to Elkhorn of the 6,250,000 shares of
common stock was made concurrently with and as a condition to the
making by Elkhorn of the loan to the Company.  The purchase price
of $0.16 per share paid by Elkhorn for those shares was determined
by arms-length negotiations between Elkhorn and the members of a
special committee of the Company's Board of Directors, comprised
of three of the directors who have no affiliation with Elkhorn and
no financial interest, other than their interests solely as
shareholders of the Company, in either the loan or share
transactions with Elkhorn.  That per share purchase price was
determined based on a number of factors, including the inability
of the Company, notwithstanding its best efforts, to raise
additional capital from other prospective institutional investors
during the six months ended January 25, 2013 and the recent
trading prices of the Company's shares in the over-the-counter
market, which averaged $0.14 per share during the five trading
days immediately preceding the sale of the shares to Elkhorn, and
$0.158 per share over the 29 trading days that that began on
January 2, 2013 and ended on February 8, 2013.

The Elkhorn loan and the shares of common stock sold to Elkhorn by
the Company may not be sold or otherwise transferred in the United
States by Elkhorn, except in compliance with the registration
requirements of the Securities Act of 1933, as amended, or an
available exemption from such requirements.

                      Going Concern Doubt

As reported by the Troubled Company Reporter on December 28, 2012,
after auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Comarco'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.

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

                       http://is.gd/OOHuiB

                        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.


COMSTOCK MINING: Peter Palmedo Discloses 11.7% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Peter F. Palmedo and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 5,662,032 shares
of common stock of Comstock Mining Inc. representing 11.7% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/BlgUfG

                       About Comstock Mining

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

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

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


CVR REFINING: Moody's Lowers Rating on $500MM Debt to 'B2'
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and a SGL-2 Speculative Grade Liquidity rating to CVR Refining
LLC, a wholly owned subsidiary of CVR Refining LP. CVRR is a
recently formed variable distribution master limited partnership.
Simultaneously, Moody's downgraded CVR's $500 million senior notes
due 2022 to B2 from Ba3 as they became unsecured upon IPO of CVRR.
CVR's rating outlook is stable.

In a related action, Moody's withdrew CVR Energy Inc.'s ratings,
including its Ba3 CFR, Ba3-PD Probability of Default Rating, and
SGL-1 Speculative Grade Liquidity rating. CVI and its indirectly
wholly owned subsidiary, Coffeyville Resources LLC, have no rated
debt outstanding.

These actions are prompted by the redemption of debt at CRLLC and
the formation of CVRR.

"We view CVR Refining LP's new variable pay MLP business model as
untested and inherently risky, requiring the quarterly payout of
almost all excess cash," commented Arvinder Saluja, Moody's
Analyst. "However, the B1 CFR considers the company's commitment
to a distribution that varies with cash flow, Moody's expectations
of conservative financial policies, and the reasonably strong cash
flow generating capacity of its Coffeyville and Wynnewood
refineries through the cycle."

Assignments:

Issuer: CVR Refining, LLC

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  Speculative Grade Liquidity Rating at SGL-2

Downgrades:

  $500M 6.5% Senior Unsecured Notes due 2022, B2 (LGD4, 68%) from
  Ba3 (LGD4, 54%)

Withdrawals:

Issuer: CVR Energy, Inc.

  Corporate Family Rating, Withdrawn, previously rated Ba3

  Probability of Default Rating, Withdrawn, previously rated Ba3-
  PD

  Speculative Grade Liquidity Rating, Withdrawn, previously rated
  SGL-1

Issuer: Coffeyville Resources, LLC

  $225M 10.875% Second Lien Senior Secured Regular
  Bond/Debenture, previously rated Ba3

Ratings Rationale:

CVR's B1 CFR is restrained by the company's relatively low degree
of asset diversification and the challenges that face the refining
industry as a whole, including the inherent volatility of crack
spreads and risk associated with regulatory capital expenditures
requirements that may not produce any additional cashflow. In
addition, the rating also considers the untested nature of the
variable rate MLP business model, especially in the refining
sector. The CFR is supported by the strategic location of its
refining assets, its complementary logistics capability, and
expected strong performance of its management team.

The SGL-2 liquidity rating for CVR reflects good liquidity through
2013. As of the close of the IPO on January 22, 2013, CVR had $340
million in cash and $372 million available under its $400 million
asset-backed revolving credit facility due December 2017. Moody's
expects CVR's cash balance alone to exceed planned capital
expenditures for the next year. CVR has also entered into an
intercompany $150 million senior unsecured revolving credit
facility with CRLLC. Moody's expects CVR to generate little, if
any, free cash flow during 2013 due to cash distributions to unit
holders and capital expenditure, and continue its reliance on its
supply and offtake agreement with Vitol which reduces its need to
maintain a revolver of a bigger size. The ABL credit facility at
CVR has a fixed charge ratio covenant of 1.10x, which applies only
when excess availability and projected excess availability for the
six-month period following the MLP cash distributions under the
facility is below 25% of either the commitment or borrowing base
(whichever is lower). Moody's expects CVR to be in compliance with
this covenant over the next year. Availability under the ABL
credit facility is determined by a borrowing base calculated using
cash and cash equivalents, certain accounts receivable and
inventory.

Moody's could upgrade CVR's CFR if the company increases its
diversification of cashflows by adding more assets without
significantly increasing leverage or decreasing returns on capital
employed. Moody's could downgrade the CFR if leverage increases
materially due to an acquisition, or if CVR pays aggressive cash
distributions, and/or share repurchases are made by CVRR, or if
there is a prolonged and severe deterioration of regional refining
conditions, or if liquidity deteriorates due to a prolonged
interruption of throughput.

The principal methodology used in rating CVR was the Global
Refining and Marketing 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.

CVR Refining LLC, a wholly owned subsidiary of CVR Refining LP
which is a variable distribution MLP, is a refining and marketing
company. It owns 115 thousand barrel per day (mbpd) and 70 mbpd
refineries in Coffeyville, KS and Wynnewood, OK, respectively.



DETROIT, MI: Governor Has Short List of Managers If Needed
----------------------------------------------------------
Michael Strong, writing for Reuters, reported that Michigan
Governor Rick Snyder said on Monday he has not offered the job of
emergency financial manager of Detroit to anyone but does have a
"short list" of candidates if he decides that the state should
take over management of the city.

According to the report, Snyder had selected an emergency manager,
although the person to be offered the job is not former
Washington, D.C., Mayor Anthony Williams.  Municipal finance
experts say an emergency manager for the city would be a key step
that could ultimately lead to Detroit filing the largest-ever
Chapter 9 municipal bankruptcy in the United States, Reuters
related.

Reuters said confirmation from the Republican governor that he has
assembled a short list of names for the position came as a review
team studying Detroit's financial situation is expected to
recommend soon whether an emergency manager should be appointed.
The city, Reuters noted, has been struggling for years with a
falling population, shrinking tax base and large payroll for city
services.


DEWEY & LEBOEUF: Employee Class Suit Survives Dismissal Bid
-----------------------------------------------------------
Dewey & LeBoeuf LLP lost in its bid to have a putative class
action lawsuit launched by an employee who fired weeks before the
firm's bankruptcy filing.

The putative class action adversary proceeding was filed by
Vittoria Conn, a document specialist at Dewey's New York office,
on behalf of herself and all others similarly situated. The
Plaintiff seeks relief for alleged violations of the WARN Acts and
a determination that the alleged class claims are entitled to
administrative expense or wage priority status.

Dewey argues that the Plaintiff should pursue her claims through
the claims allowance process rather than through an adversary
proceeding, and that the Plaintiff should not be permitted to
assert her claims on a class basis.  The Debtor also argues that
no violation of the WARN Acts occurred based on the so-called
liquidating fiduciary principle.

The Plaintiff filed an opposition to the Debtor's Motion, and the
Debtor filed a reply. JPMorgan Chase Bank, N.A., as administrative
and collateral agent for the Debtor's first lien lenders, filed a
joinder of the Debtor's Motion.

The Court held a hearing on the Motion to Dismiss on Jan. 24,
2013.  In denying the request, Bankruptcy Judge Martin Glenn said
the Plaintiff's Complaint properly asserts causes of action under
the WARN Acts and that the claims seek primarily equitable relief
that may be asserted in an adversary proceeding.  While the Debtor
may ultimately prevail on the liquidating fiduciary affirmative
defense, or some other defense, the defenses are not established
as a matter of law from the four corners of the Complaint.
However, with respect to the Plaintiff's request that her claims
be entitled to administrative expense or wage priority status,
Judge Glenn said the requested relief may not be determined in an
adversary proceeding, but only by motion in the main bankruptcy
case.

The lawsuit is, VITTORIA CONN, on behalf of herself and all others
similarly situated Plaintiff, v. DEWEY & LEBOEUF LLP, Defendant,
Adv. Proc. No. 12-01672 (Bankr. S.D.N.Y.).

A copy of the Court's Feb. 11 Memorandum Opinion and Order is
available at http://is.gd/eU4ahLfrom Leagle.com.

Jack A. Raisner, Esq., and Rene S. Roupinian, Esq., at Outten &
Golden LLP, in New York, represent the Plaintiff and the Putative
Class.

                       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.


DEWEY & LEBOEUF: Ex-Partners Call Bankruptcy Plan a Fraud
---------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that two former
Dewey & LeBoeuf LLP partners on Tuesday objected to the bankrupt
law firm's plan for liquidation, alleging the plan's partner
contribution settlement agreements were purposely designed to
fleece ex-partners.

The report related that in an objection to Dewey's Second Amended
Chapter 11 Plan for Liquidation, former partners Elizabeth B.
Sandza and Andrew J. Fawbush claim the partner contribution
settlement agreements and mutual releases for participating
partners, or PCP, wasn't negotiated in good faith.  The PCP "was
designed and conceived to perpetrate a fraud on the firm's
partners," they former partners asserted, according to the report.

                       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.


DEWEY & LEBOEUF: Inks Settlement with 125 Retired Partners
----------------------------------------------------------
Dewey & LeBoeuf LLP has reached a settlement with 125 ex-partners
that should clear the way for confirmation of the Debtor's Plan.

The the Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb,
Leiby & MacRae, also signed the settlement, with the support of e
the AD Hoc Committee of Former Partners, whose members sought the
appointment of an examiner, were the only groups to appeal the
Court's PCP Order dated Oct. 9, 2012, which approved the global
settlement with more than 440 of the Debtor's former partners.

Pursuant to the settlement, the Debtor is giving a broad release
to the Settling Parties in exchange for the settlement of
litigation and other obstacles to confirmation, and reciprocal
releases (which will resolve the claims filed by those former
partners), and the payment of a fixed settlement amount.

The settlement provides that 125 former partners (or their
beneficiaries) are being asked to pay, among other things, the
lesser of (i) 25% of combined of-counsel or special counsel
compensation and non-qualified retirement plan payments paid by
the Debtor and received by the Settling Partner in 2011 and 2012,
or (ii) $5,000.  Each settling partner has further agreed to
reimburse the Debtor at a rate of 60% for any tax advances made by
the Debtor on behalf of the Settling Partner during 2011 and 2012.
Finally, each settling partner has agreed to make a payment to the
Debtor on account of all other amounts received from the Debtor
during 2011 and 2012, if any, which payment is calculated using
the same table included in the PCP.

The FPC and AHC have also agreed to stay, then dismiss, the
pending Appeals of the PCP Order.

The Debtor will disclose a list of Settling Partners and their
corresponding Settlement Amounts on or before Feb. 18, 2013, at
4 p.m.

A summary of the key terms of the proposed settlement is available
at http://bankrupt.com/misc/dewey.doc977.pdf

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIOCESE OF WILMINGTON: Trustee Objects to Tort Claim No. 70
-----------------------------------------------------------
The trustee of the Catholic Diocese of Wilmington Inc. Qualified
Settlement Fund filed an objection, which seeks to disallow and
expunge Claim No. 70.

The move came after the trustee found out that a similar claim
was filed by the same creditor in the bankruptcy case of The
Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc.  The case is pending before the U.S. Bankruptcy
Court in Manhattan.

In a court filing, Maria Eskin said Claim No. 70 is a "false
claim" and shouldn't be allowed.  The trustee asked approval from
the U.S. Bankruptcy Court for the District of Delaware to forego
payment to the claimant.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  In 2009, the
Delaware diocese became the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case
No. 09-13560) on Oct. 18, 2009.  Attorneys at Young Conaway
Stargatt & Taylor, LLP, serve as counsel to the Diocese.  The
Ramaekers Group, LLC, is the financial advisor.  The petition says
assets range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


DVORKIN HOLDINGS: Trustee Hiring Entre as Real Estate Broker
------------------------------------------------------------
The Bankruptcy Court has granted Gus A. Paloian, Chapter 11
Trustee of the estate of Dvorkin Holdings, LLC, permission to
employ Entre Commercial Realty LLC as real estate broker to the
estate.  Entre will sell the Debtor's commercial/industrial
property commonly known as 1941 Selmartin, Aurora, Illinois.

The broker's commission will consist of (a) 5% of the first
$1,000,000 of the sale proceeds, and (b) 4% of the sale proceeds
in excess of $1,000,000.

Michael Gazzola, a senior member of Entre Commercial Realty LLC,
attested that Entre is a "disinterested person" as that term is
defined in Sections 327(a) and 101(14), and that Entre neither
represents nor holds an interest adverse to the Trustee.

                    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
estimated 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.


DRYSHIPS INC: Announces Upsizing & Pricing of Ocean Rig Shares
--------------------------------------------------------------
DryShips Inc. on Feb. 12 announced the upsizing of the previously
announced public offering of common shares of Ocean Rig that it
owns to 7,500,000 common shares and that the offering has priced
with gross proceeds of approximately $126.4 million.  Following
the completion of the offering, DryShips is expected to own
approximately 59.4% of Ocean Rig's outstanding shares.  The
offering is expected to close on February 14, 2013.

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., Inc.


EASTBRIDGE INVESTMENT: Amends Merger Agreement with CBMG
--------------------------------------------------------
EastBridge Investment Group Corporation, CBMG Acquisition Limited,
the Company's wholly-owned subsidiary ("Merger Sub") and Cellular
Biomedicine Group Ltd., amended the Agreement and Plan of Merger
previously entered into on Nov. 13, 2012, as amended.

In Amendment No. 3 the parties agreed to:

   (i) reduce the number of additional directors to be appointed
       to the board of directors at closing from seven to five;

  (ii) amend officer titles such that Steve Wen Tao Liu will be
       Chief Executive Officer, Wei (William) Cao will be
       President, and Andrew Chan will be Chief Financial Officer
       and Secretary; and

(iii) provide CBMG with a five day grace period for payment to
       EastBridge Sub of the $500,000 payment due at closing.

A copy of Amendment No. 3 is available at:

                        http://is.gd/7UPa4g

On Nov. 13, 2012, EastBridge and Merger Sub entered into the
Merger Agreement with CBMG, pursuant to which CBMG was the
surviving entity in the Merger.  Upon consummation of the Merger,
CBMG shareholders were issued 3,638,932 shares of common stock,
par value $0.001 per share, of EastBridge constituting
approximately 70% of the outstanding stock of EastBridge on a
fully-diluted basis and the current EastBridge shareholders will
retain 30% of the Company on a fully-diluted basis.  Specifically,
each of CBMG's ordinary shares were converted into the right to
receive 0.020019 share of EastBridge Common Stock.

Lockup Agreement

The Company is a party to a lockup agreement with Global Health
Investment Holdings Ltd., which is a significant stockholder of
the Company.  The lockup agreement was entered into between Global
Health and CBMG on Jan. 21, 2013, and assumed by the Company on
the closing date of the merger on Feb. 6, 2013.  Under the
agreement, Global Health agreed for a period of one year after the
closing date of the Merger to (i) not offer, sell, agree to sell,
contract to sell, hypothecate, pledge, grant any option to
purchase, make any short sale, or otherwise dispose of or hedge,
directly or indirectly, any of the Company's common stock or any
securities convertible into or exchangeable or exercisable for the
Company's common stock, or publicly announce an intention to
effect any such transaction, in connection with Global Health's
shares, or exercise any right with respect to the registration of
its shares, or file or cause to be filed any registration
statement in connection with its shares without prior written
consent of the Company; or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part,
the economic consequences of ownership of Global Health's shares
without prior written consent of the Company.

Deferred Compensation Arrangement with Former Officers

On Feb. 5, 2013, the Company entered into a Deferred Compensation
Agreement with Keith Wong and Norman Klein, in which the Company
agreed to: (i) pay its Former Executives certain accrued unpaid
cash compensation consisting of $676,839 payable to Keith Wong and
$459,300 payable to Norman Klein; and (ii) pay on Aug. 31, 2013, a
cash bonus payment of $204,723 to Mr. Wong and $152,577 to Mr.
Klein.

Termination of Employment Agreements

Effective as of Feb. 6, 2013, Norman Klein and Keith Wong's
employment agreements with EastBridge were terminated.

Sub Employment Agreements

On Feb. 6, 2013, EastBridge Sub, a wholly-owned subsidiary of the
Company, entered into employment agreements with Norman Klein and
Keith Wong.

Pursuant to Mr. Wong's Subsidiary Employment Agreement with
EastBridge Sub, Mr. Wong is entitled to an annual base salary of
$240,000.  Mr. Wong will is also eligible to participate in the
Company's Plan and receive an option grant to purchase 30,000
shares of the Company's common stock with an exercise price equal
to the volume weighted average or the price per share of the
Company common stock as quoted on the OTCQB for the three trading
days preceding Feb. 6, 2013.

The option grant will vest over a two year period at a rate of
1,250 shares per month and will be controlled by the terms and
conditions set forth in a Notice of Grant and Stock Option
Agreement approved by the board of directors of the Company or
compensation committee.

Pursuant to Mr. Klein's Subsidiary Employment Agreement with
EastBridge Sub, Mr. Klein is entitled to an annual base salary of
$180,000.  Mr. Klein will is also eligible to participate in the
Company's Plan and receive an option grant to purchase 30,000
shares of the Company's common stock with an exercise price equal
to the volume weighted average or the price per share of the
Company common stock as quoted on the OTCQB for the three trading
days preceding Feb. 6, 2013.  The option grant will vest over a
two year period at a rate of 1,250 shares per month and will be
controlled by the terms and conditions set forth in a Notice of
Grant and Stock Option Agreement approved by the board of
directors of the Company or compensation committee.

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

                        http://is.gd/8Y6xOQ

                     About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia and in the United
States, with a strong focus on the high GDP growth countries, such
as China, Australia and the U.S.

EastBridge is one of a small group of United States companies
solely concentrated in marketing business consulting services to
closely held, small to mid-size Asian and American companies that
require these services for expansion.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


ENERGYSOLUTIONS INC: Seeks to Amend Credit Facility with JPMorgan
-----------------------------------------------------------------
EnergySolutions, Inc., is seeking a proposed amendment with
respect to the Credit Agreement, with JPMorgan Chase Bank, N.A.,
as administrative agent, dated Aug. 13, 2010, as amended.  The
proposed amendment is being sought in connection with the
Agreement and Plan of Merger, dated Jan. 7, 2013, by and among
Rockwell Holdco, Inc., which is an affiliate of Energy Capital
Partners II, LLC, Rockwell Acquisition Corp. ("Merger Sub") and
the Company.

In connection with the entry into the Merger Agreement, Parent
received a debt commitment letter, dated Jan. 7, 2013, from Morgan
Stanley Senior Funding, Inc.  Pursuant to the Debt Commitment
Letter, the Commitment Party has committed to provide an aggregate
of $685 million in debt financing to Merger Sub.  The Proposed
Amendment is being sought as an alternative to the funding under
the Debt Commitment Letter.

A copy of a presentation to be made to lenders party to the Credit
Agreement, dated Feb. 11, 2013, in connection with the Proposed
Amendment is available for free at http://is.gd/HEejk0

                   Completes Restructuring Plan

EnergySolutions confirmed on Feb. 11, 2013, that it has
substantially completed the restructuring plan to reduce its
operating costs and improve profitably that was announced in
October 2012.  As a result of the successful implementation of
this plan, the Company expects to improve the margins in its
business overall, including its Logistics, Processing and Disposal
business division.

                       About EnergySolutions

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

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

                           *     *     *

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

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

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


EXCEL DIRECTIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Excel Directional Technologies, LLC
        2106 Denton Drive
        Austin, TX 78758

Bankruptcy Case No.: 13-10260

Chapter 11 Petition Date: February 11, 2013

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Barbara M. Barron, Esq.
                  Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, #104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253
                  E-mail: bbarron@bnpclaw.com
                          ssather@bnpclaw.com

Scheduled Assets: $5,127,100

Scheduled Liabilities: $4,104,515

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txwb13-10260.pdf

The petition was signed by Timothy P. Tarver, president.


FAIRWEST ENERGY: CCAA Stay Extended to March 15
-----------------------------------------------
FairWest Energy Corporation on Feb. 12 disclosed that it obtained
an Order on February 11, 2013 from the Court of Queen's Bench of
Alberta extending the stay of proceedings under the Initial Order
granting relief to FairWest under the Companies' Creditors
Arrangement Act to March 15, 2013 and increasing the principal
amount available under the debtor-in-possession credit facility
with Supreme Group Inc. from $700,000 to $800,000.

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.


FARER FRESKO: $1.8-Mil. Deal Resolves Claims over Bankruptcy
------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that a New Jersey
bankruptcy judge on Monday approved settlements totaling $1.8
million to resolve a lease dispute and a trustee's allegation that
defunct environmental and real estate firm Farer Fersko PA
fraudulently transferred its assets to another firm instead of its
bankruptcy estate.

The report related that U.S. Bankruptcy Judge Rosemary Gambardella
signed off on a deal in which Greenbaum Rowe Smith & Davis LLP
agreed to fork over $720,000 in two installments to Farer Fersko's
trustee Benjamin Stanziale Jr.


FLEXIBLE FLYER: Workers' WARN Act Suit Crashes in 5th Circuit
-------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Flexible Flyer
Liquidating Trust didn't have to give employees 60 days' notice of
mass layoffs because the toymaker's bankruptcy came from the
sudden and unexpected end of financial support from private equity
firm Cerberus Capital Management Corp., the Fifth Circuit ruled
Monday.

The report related that a group of former Flexible Flyer workers
had alleged the toy company violated the Worker Adjustment and
Retraining Notification Act, which requires employers to give 60
days' notice before mass layoffs, when it laid off employees the
same day it filed for bankruptcy.  The suit alleged that

                       About Flexible Flyer

Flexible Flyer manufactured swing sets, hobby horses, go-carts,
utility vehicles, fitness equipment, and related products that
were sold to Wal-Mart, Toys-R-Us, K-Mart, Sam's Club, as well as,
other large and small retailers.

Flexible Flyer filed a voluntary Chapter 11 bankruptcy petition
(Bankr. N.D. Miss. 05-16187) on September 9, 2005, after CIT Group
Commercial Systems, LLC, canceled the parties' financing
arrangement, and Cerberus Capital Management Corporation, Flexible
Flyer's parent company, refused to infuse capital.


FLEXTRONICS INT'L: Moody's Assigns 'Ba1' Rating to New Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Flextronics
International Ltd.'s proposed senior unsecured notes. All other
ratings, including the Ba1 corporate family rating, Ba1-PD
probability of default rating, and the stable outlook remain
unchanged.

Proceeds from these notes are expected to repay a portion of the
existing $1 billion term loan due in 2014.

Ratings Rationale:

Flextronics' Ba1 Corporate Family Rating is supported by the
status as a Tier-1 EMS provider, evidenced by its global scale,
diversity and size as the second largest EMS player in the world
by revenues. Flextronics has a global manufacturing footprint with
facilities located in low labor cost regions near OEM customer
sites, and has developed vertically-integrated operations and end-
to-end product life cycle capabilities. Nonetheless, there is
volatility in operating performance resulting from limited demand
visibility, high customer concentration and high fixed costs
associated with managing vertically-integrated operations across a
global footprint.

Ratings assigned:

  Senior Unsecured Notes -- rated Ba1 LGD3-42%

Ratings affirmed:

  CFR at Ba1

  PDR at Ba1-PD

Rating Outlook Stable

What Could Change the Rating - Up

The rating could be upgraded to the extent Flextronics
demonstrates market share gains relative to competitors,
diversifies its business away from traditional EMS segments and
lessens its current client concentration. In addition, an upgrade
could be considered if the company sustains operating margins
above 3.5% (Moody's adjusted), adjusted total debt to EBITDA
approaches 2.0x (Moody's adjusted), and the company consistently
generates annual cash flow from operations above $1.3 billion.

What Could Change the Rating - Down

Ratings could be downgraded if Flextronics experiences material
customer/program losses without offsetting increases in new
customer wins/program ramps, Moody's believes there could be a
declines in core operating margin approaching 2.0% (Moody's
adjusted) or a sustained increase in adjusted total debt to EBITDA
above 3.0x (Moody's adjusted).

The principal methodology used in rating Flextronics International
Ltd. was the Global Distribution & Supply Chain Services published
in November 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

With about $24 billion of projected annual revenues, Flextronics
International Ltd. is one of the largest global providers of
contract electronics manufacturing services to original equipment
manufacturers.


FTMI REAL ESTATE: Court Dismisses Chapter 11 Case
-------------------------------------------------
The Chapter 11 case of FTMI Real Estate, LLC, has been dismissed
with prejudice to the filing of a petition under any chapter of
the Bankruptcy Code for a period of one year from the entry of the
dismissal order.  The dismissal of the bankruptcy case is
conditional to the Debtor paying all outstanding United States
Trustee fees and the Clerk of Court's fees, costs, and charges.

                      About FTMI Real Estate

FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


GELTECH SOLUTIONS: Incurs $1.4 Million Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
GelTech Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.40 million on $37,453 of sales for the three
months ended Dec. 31, 2012, compared with a net loss of $1.41
million on $84,551 of sales for the same period a year ago.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $3.21 million on $121,903 of sales, as compared with a net
loss of $2.87 million on $262,953 of slaes for the same period
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.15 million
in total assets, $3.80 million in total liabilities and a $2.65
million total stockholders' deficit.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

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

                         http://is.gd/jUyBaF

                           About GelTech

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


GENE CHARLES: Can Enter into Pipeline Agreements With AMS
---------------------------------------------------------
The Bankruptcy Court has granted Gene Charles Valentine Trust
permission: (1) to enter into pipeline right-of-agreements,
roadway easement agreements, and surface use agreement with
Appalachia Midstream Services, LLC ("AMS"), related to the Aspen
Manor property and (2) to use cash collateral from such pipeline
agreements, pursuant to the terms of the stipulation by and among
the Debtor, Gene Charles Valentine, as guarantor, Catholic
Financial Life, and AMS.

CFL holds a Deed of Trust of the property known as 1500 Brinker
Road, Wellsburg, West Virginia and surrounding vacant land,
commonly known as "Aspen Manor", as security for a loan CFL
granted to the Debtor.

Pursuant to the Pipeline Agreements, AMS will pay the Debtor
$210,000, which proceeds constitute cash collateral of CFL.

As reported in the TCR on Jan. 8, 2013, AMS wishes to construct at
least 2 pipelines on the Aspen Manor property as well as an access
road on the Aspen Manor property, pursuant to the Pipeline
Agreements.

A copy of the stipulation and agreed order is available at:

         http://bankrupt.com/misc/genecharles.doc403.pdf

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GLOBAL AVIATION: Exits Chapter 11 Bankruptcy
--------------------------------------------
Global Aviation Holdings Inc. disclosed that its plan of
reorganization, which was approved by the United States Bankruptcy
Court for the Eastern District of New York on December 6, 2012,
became effective on Feb. 13 allowing the Company to complete its
financial restructuring and emerge from Chapter 11.

The Plan reflects a global settlement with the Company's first and
second lien lenders, the official committee of unsecured
creditors, and the Company's labor unions, allowing the Company to
exit from bankruptcy with reduced debt, a rationalized and lower
cost fleet, and new five-year collective bargaining agreements
with four of its five represented work groups.  In connection with
the Plan, the Company also secured an exit financing facility of
$35 million.  The exit facility, liquidity on hand, and reduced
cost structure provide the necessary framework to effectively
compete in today's marketplace.

"With today's successful emergence from Chapter 11, we are well
positioned for success and can devote our full attention to growth
and business development," stated Rob Binns, CEO.  "We are
emerging from bankruptcy as a much stronger company with
significantly reduced debt and the appropriate aircraft fleet and
operational structure to compete in today's challenging economic
environment."

Mr. Binns added, "We want to thank our customers, suppliers,
lenders, advisors, and dedicated employees for their support
throughout the Chapter 11 process.  The commitment of our
stakeholders has been a key component to completing the necessary
financial and operational restructuring of the Company."

                      About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Debtors had a court-approved Chapter 11 plan, thanks to a
settlement with second-lien creditors and the unsecured creditors'
committee.  The Debtor negotiated a plan with senior lenders where
secured noteholders owed $111.4 million were to receive 75%
ownership of the reorganized company.  Unsecured creditors and
second-lien noteholders originally were to receive nothing.


GSC GROUP: Capstone Reaches Settlement with U.S. Trustee
--------------------------------------------------------
Capstone Advisory Group, LLC on Feb. 13 disclosed that it has
reached a settlement, subject to approval of the bankruptcy court,
with the Executive Office of the United States Trustee of the
allegations in the GSC Group bankruptcy case regarding Capstone's
relationship with Robert Manzo.

Mr. Manzo was, for more than six years, a full-time Capstone
Executive Director who led Capstone's engagements in some of the
most significant bankruptcy cases in the country, including the
GSC Group matter.  Mr. Manzo, like many senior professional
advisors and attorneys, elected to structure his relationship with
Capstone through a single-member limited liability company that
entered into a contract with Capstone.  Despite acknowledging in
court filings that "there is no evidence that Mr. Manzo's rates
were inflated," the United States Trustee contended that, because
Mr. Manzo was not a member or employee of Capstone, it was
inappropriate for Capstone to pay Mr. Manzo from fees earned in
the bankruptcy cases and that his compensation from Capstone had
to be disclosed.  Capstone vigorously disputed these allegations,
including the need for any disclosure, and the parties' settlement
agreements acknowledge that denial.

Capstone elected to settle without the need for further litigation
to avoid the disruption and cost of continued litigation.  Through
the settlement, if approved, Capstone will reduce its total fees
for post-filing work for the GSC Group by $1 million, or
approximately 15%.  Capstone will receive a full release from the
United States Trustee with respect to these issues and will be
entitled to keep all other fees earned in the GSC Group estate.
Capstone has agreed to retain the services of a monitor to review
its bankruptcy retention and disclosure policies and procedures,
which Capstone believes are already among the best in the industry
and were the product of prior reviews by leading law firms and
undertaken independent of this litigation.  Capstone takes
seriously its obligations to the courts before which it appears,
and welcomes the opportunity to ensure that it continues to make
all necessary disclosures.

The GSC Group case represents the best of what Capstone does as a
firm for its clients every day.  While initially offered only $5
million for all the debtors' assets, Capstone managed an auction
process that raised more than $235 million in proceeds, and,
together with other subsequent asset sales, is expected to
generate a meaningful recovery for creditors.  The remarkable
success of Capstone's work for the GSC Group.

                         About GSC Group

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

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

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

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

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

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

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


GSC GROUP: US Trustee Wrests $1.2MM from Advisers Over Fee-Sharing
------------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Capstone Advisory
Group LLC and a financial expert settled with the U.S. Trustee's
office Monday over an undisclosed fee-sharing arrangement between
the advisers in GSC Group Inc.'s bankruptcy, agreeing to give up
nearly $1.2 million in fees combined.

The report, citing settlement papers filed in New York bankruptcy
court, related that Capstone and financial expert Robert J. Manzo
will also submit to stricter oversight of their bankruptcy work to
appease the trustee, who accused the two of committing ethics and
disclosure violations while advising the bankrupt investment
management firm.

                           About GSC Group

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

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

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

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

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

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

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


HERCULES OFFSHORE: Dimensional Fund Reports 8% Equity Stake
-----------------------------------------------------------
In a 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 12,680,695 shares of common
stock of Hercules Offshore Inc. representing 8% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/cNEGmB

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.02
billion in total assets, $1.15 billion in total liabilities and
$877.24 million stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HOVNANIAN ENTERPRISES: State Street Discloses 1.4% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, State Street Corporation disclosed that, as of
Dec. 31, 2012, it beneficially owns 14,625,137 shares of common
stock of Hovnanian Enterprises representing 12.2% of the shares
outstanding.  In a subsequent filing, State Street disclosed
beneficial ownership of 1,728,202 common shares or a 1.4% equity
stake as of Jan. 31, 2013.  A copy of the amended Schedule 13G is
available for free at http://is.gd/zw1BUm

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

For the 12 months ended Oct. 31, 2012, the Company reported a net
loss of $66.19 million on $1.48 billion of total revenues,
compared with a net loss of $286.08 million on $1.13 billion of
total revenues for the same period a year ago.

The Company's balance sheet at Oct. 31, 2012, showed $1.68 billion
in total assets, $2.16 billion in total liabilities and a $485.34
million in total deficit.

                           *     *     *

As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from
CreditWatch positive.

"We raised our corporate credit rating to reflect operating
performance that is better than we expected, resulting in
narrowing pretax losses," said credit analyst George Skoufis.  "It
also reflects improved liquidity following the recent debt
issuances that will extend the bulk of the company's 2016
maturities to 2020 and reduce its overall interest burden."

In the Dec. 11, 2012, edtiiton of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.


IBIO INC: NYSE MKT Accepts Listing Compliance Plan
--------------------------------------------------
iBio, Inc. on Feb. 13 disclosed that it has been notified by the
NYSE MKT Staff that the Exchange has accepted the Company's plan
of compliance which was submitted on December 21, 2012.  The plan
submitted in December 2012 was in response to the Staff's notice
that the Company was not in compliance with the Exchange's
continued listing requirement set forth in Section 1003(a)(iii) of
the NYSE MKT Company Guide.  This rule requires a listed company
to have stockholders' equity of at least $6,000,000 if it has
experienced net losses in its five most recent fiscal years.  In
connection with accepting the Company's compliance plan, the
Exchange has granted the Company an extension until October 14,
2013 to regain compliance with the $6,000,000 stockholders' equity
requirement.

During the extension period, the Company will be subject to
periodic review by the Staff of the Exchange.  The failure by the
Company to make progress consistent with the accepted plan or to
regain compliance with the continued listing standards by the end
of the extension period could result in the Company being delisted
from the Exchange.

In addition to the foregoing, the Company expects to receive
notice from the Exchange that it does not satisfy the $4,000,000
stockholders' equity requirement set forth in Section 1003(a)(ii)
of the NYSE MKT Company Guide following the filing of its Form 10-
Q for the quarterly period ended December 31, 2012, since it
experienced net losses in three of its most recent four fiscal
years.  The Company anticipated this when it submitted its
compliance plan and designed the compliance plan, which has now
been accepted, to address its non-compliance with both the
$6,000,000 and $4,000,000 stockholders' equity requirements.

                         About iBio, Inc.

Based in Newark, Del., iBio, Inc., is a biotechnology company
focused on commercializing its proprietary technologies, the
iBioLaunch(TM) platform for vaccines and therapeutic proteins, as
well as the iBioModulator(TM) platform for vaccine enhancement.

                            *     *     *

As reported in the TCR on Oct. 16, 2012, CohnReznick LLP, in
Eatontown, N.J., expressed substantial doubt about iBio's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities for the years ended June 30, 2012, and
2011 and has an accumulated deficit as of June 30, 2012.


INTERACTIVE DATA: Moody's Rates $1.3-Bil. Refinanced Debt 'Ba3'
---------------------------------------------------------------
Moody's Investor Service assigned a Ba3 rating to Interactive Data
Corporation's $1.305 billion refinanced senior secured term loan
due 2018. IDCO utilized the proceeds to refinance its existing
$1.3 billion term loan as part of a re-pricing that will favorably
reduce annual cash interest expense by approximately $10 million.
The rating assignment does not affect Igloo Holding Corporation's
(Igloo; IDCO's indirect parent) B2 Corporate Family Rating (CFR),
B2-PD Probability of Default Rating, SGL-2 speculative-grade
liquidity rating, or the other debt instrument ratings and stable
rating outlook of Igloo and IDCO.

The reduction in cash interest as part of the refinancing
favorably improves free cash flow. Moody's nevertheless expects
Igloo/IDCO will utilize the incremental cash flow for organic
development, modestly sized acquisitions, and for equity sponsor
distributions with debt reduction limited to the 1% required
annual term loan amortization and the 50% excess cash flow sweep
(the sweep percentage steps down to 25% if leverage as defined in
the credit agreement is at or below 4.75x and 0% if leverage is at
or below 4x; the lenders may decline future ECF sweeps). The ratio
is measured based on net debt at IDCO and is estimated to be 5.0x
at 9/30/12 factoring in the $100 million use of case for the
December 2012 shareholder distribution. Total debt increases by
less than $3 million, and there are no other material changes to
the prior credit facility terms including the guarantee and
collateral package, financial maintenance covenants, or February
11, 2018 term loan maturity date. The rating on the prior term
loan was withdrawn since it was redeemed in conjunction with the
refinancing.

Assignments:

Issuer: Interactive Data Corporation

  Senior Secured Bank Credit Facility ($1.305 billion term loan
  due February 2018), Assigned Ba3, LGD2 - 26%

Withdrawals:

Issuer: Interactive Data Corporation

  Senior Secured Bank Credit Facility (original $1.345 billion
  term loan due February 2018), previously rated Ba3, LGD2 - 26%

Ratings Rationale:

Igloo's B2 CFR reflects its good market position in fixed income
evaluated pricing and reference data services for financial
institutions, tempered by high debt-to-EBITDA leverage, and event
risks related to acquisitions, cash distributions or other
leveraging actions by the equity sponsors. The company's broad
coverage of and evaluated pricing capabilities for a variety of
securities, global data collection infrastructure, good customer
and geographic diversity and a high percentage of recurring
revenue contribute to its market position and good cash flow
generation. The importance of the company's pricing and reference
data content and services to daily net asset value calculations
for a wide range of money management firms as well as limited
exposure to primary market new issuance activity dampens the
magnitude of cyclical revenue volatility notwithstanding that
earnings of its primary customers are cyclical. A good liquidity
position provides the company flexibility to manage efforts by its
customers to streamline costs due to pressures from an uncertain
economic environment and increasing regulatory burdens.

Igloo's debt-to-EBITDA leverage (approximately 7.3x LTM 9/30/12
incorporating Moody's standard adjustments and the December 2012
bond offering to fund a distribution to equity sponsors) is likely
to remain high in 2013 as the company continues to fund
investments in product development and technical infrastructure
including the completion of a unified technology platform project.
Moody's projects Igloo's debt-to-EBITDA leverage will drop to a
mid 6x range in 2014 primarily due to low single digit revenue
growth and cost savings and efficiencies generated from the
company's various infrastructure investments. Exposure to Europe
(25% of revenue, according to IDCO's 2011 Form 10-K) is a drag in
the near term given weak economic conditions. Moody's believes
this will contribute to low single digit percentage revenue growth
in 2013 and 2014 (vs. the approximate 4.6% average organic revenue
increase for 2008-2012).

The stable rating outlook reflects Moody's expectation that Igloo
will maintain a good liquidity position, generate modest revenue
growth, and maintain positive free cash flow. Moody's anticipates
the company will utilize free cash flow for modest debt reduction
(via the excess cash flow sweep and required term loan
amortization), reinvestment through organic development and
modestly sized acquisitions and to create capacity for
distributions to equity sponsors over time. Moody's expects
Igloo's debt-to-EBITDA leverage will decline to a mid 6x range in
2014 and that it will refrain from large debt financed
acquisitions and shareholder distributions for the next 18-24
months.

Downward rating pressure could occur if Igloo is unable to reduce
and maintain debt-to-EBITDA below 7x or if further debt financed
acquisitions and shareholder distributions occur. A decline in the
company's earnings resulting from reduced client spending, client
losses, or a prolonged economic downturn could pressure the
rating.

Igloo's ratings could also be downgraded if liquidity
deteriorates. Igloo could be positioned for an upgrade if it
maintains a good liquidity position, generates consistent revenue
growth and solid free cash flow, and demonstrates the willingness
and ability to sustain debt-to-EBITDA leverage comfortably below
6.0x and free cash flow-to-debt above 5%.

Igloo's and IDCO's ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Igloo's and IDCO's core
industry and believes Igloo's and IDCO's ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Igloo/IDCO, headquartered in Bedford, Massachusetts, is a provider
of financial market data, analytics and related solutions to
financial institutions and active traders, as well as software and
service providers. Affiliates of Silver Lake Technology Management
L.L.C. and Warburg Pincus LLC (the equity sponsors) acquired IDCO
on July 29, 2010 for a purchase price of approximately $3.7
billion (including transaction fees and expenses). Revenue for the
LTM ended September 2012 was approximately $878 million.



ISTAR FINANCIAL: Vanguard Group Discloses 5.1% 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 4,239,013 shares common stock
of iStar Financial Inc. representing 5.06% of the shares
outstanding.  Vanguard Group previously reported beneficial
ownership of 4,233,509 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/mVkIry

                       About iStar Financial

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

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

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

                           *     *     *

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

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

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


J&J DEVELOPMENTS: Can Hire Jimmie Taylor as Realtors
----------------------------------------------------
J & J Developments Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Jimmie Taylor Realtors to sell real
properties on the Debtor's behalf.

The firm will be paid a fee commission of 6% of the sale of the
real property.

James L. Taylor attests his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                 About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.


JAMES RIVER: BlackRock Lowers Equity Stake to 5.3%
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 1,889,089 shares of common
stock of James River Coal Co. representing 5.26% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 2,275,988 common shares or a 6.33% equity stake as of June 29,
2012.  A copy of the amended filing is available at:

                        http://is.gd/iuiaqz

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.28 billion in total assets, $947.34 million in total
liabilities and $341.87 million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JAMES RIVER: Vanguard Group Reports 5.9% 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 2,120,609 shares of common
stock of James River Coal Co. representing 5.9% of the shares
outstanding.  Vanguard Group previously reported beneficial
ownership of 1,844,974 common shares or a 5.17% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/HGVYIj

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.28 billion in total assets, $947.34 million in total
liabilities and $341.87 million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JOHN PATRICK STOKES: Fails to Dismiss Duncan-Glover Suit
--------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied the request of debtor
John Patrick Stokes to dismiss a lawsuit filed against him by
Gregory Duncan and Kathleen M. Glover.  Trial in the case is
scheduled to begin March 7, 2013.  Judge Kirscher said the
Plaintiffs' petition for declaratory judgment is a core proceeding
under 28 U.S.C. Sec. 157(b)(2)(A) & (2)(O) concerning the
administration of the Debtor's estate and/or other proceeding
affecting the liquidation of assets of the estate; and under 11
U.S.C. Sec. 105(a) to enforce or implement the Bankruptcy Court's
Order approving the sale of the estate's state law claims in a
case pending before the Montana First Judicial District Court,
Lewis and Clark County.

The lawsuit is, GREGORY DUNCAN and KATHLEEN M. GLOVER, Plaintiffs.
v. JOHN PATRICK STOKES, Defendant, Adv. Proc. No. 12-00052 (Bankr.
D. Mont.).  A copy of the Court's Feb. 8, 2013 Memorandum of
Decision is available at http://is.gd/0MaCjlfrom Leagle.com.

In February 2009, Mr. Stokes retained Mr. Duncan as his attorney
to help him petition for Chapter 11 bankruptcy.  On March 4, 2009,
Mr. Stokes commenced Chapter 11 bankruptcy (Bankr. D. Mont. Case
No. 09-60265).  On June 5, 2009, Mr. Duncan petitioned the
Bankruptcy Court to withdraw as Mr. Stokes's counsel.  On June 18,
2009, Mr. Duncan's motion to withdraw was granted.  On Sept. 21,
2009, Richard J. Samson was appointed to serve as the Trustee of
the bankruptcy case. On the same date, on Mr. Samson's motion, Mr.
Stokes' bankruptcy case was converted to a Chapter 7 proceeding.


JOURNAL REGISTER: Halts Auction for $122-Mil. Stalking Horse Deal
-----------------------------------------------------------------
Journal Register Co. announced Tuesday that it had scrapped
Friday's scheduled bankruptcy auction due to lack of interest and
would seek court approval for its sale to $122 million stalking-
horse bidder, a unit of hedge fund Alden Global Capital LLC.

Jamie Santo of BankruptcyLaw360 reported that JRC filed the
cancellation notice in New York bankruptcy court after no
qualified bidders emerged by the Monday afternoon deadline to
challenge stalking horse 21st CMH Acquisition Co., whose offer is
primarily based on debts held by other Alden units.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


K-V PHARMACEUTICAL: Noteholders Have No Lien on Makena Drug
-----------------------------------------------------------
Bankruptcy Judge Allan L. Gropper granted the motion of the
Official Committee of Unsecured Creditors for a declaration that
the prepetition senior noteholders were not granted a lien on
certain assets of K-V Discovery Solutions, Inc.

The dispute involves the rights that the Secured Noteholders have
under $225 million in Senior Secured Notes.  The Secured
Noteholders claim (A) that they have a security interest in all
rights relating to the drug known as Makena other than (i) the
Makena trademark and (ii) the Debtors' executory rights as of the
petition date arising under the agreement for the purchase of the
drug, or (B) at least that the underlying documents are ambiguous
and the rights of the parties cannot be established without a full
trial.

The Committee, asserting the interests of the Debtors' estate,
claims that the Secured Noteholders do not have a prepetition
security interest in the Debtors' right, title, and interest in
Makena.

In a Feb. 11 Memorandum of Decision available at
http://is.gd/920QRFfrom Leagle.com, Judge Gropper said it is
evident that the documents governing the Senior Notes did not
provide the Secured Noteholders with a prepetition lien on the
Debtors' right, title, or interest in Makena and the Makena
Agreement, other than the Makena Inventory and Receivables.  The
documents contain no ambiguities that either require or permit the
consideration of parole evidence.

Judge Gropper added, however, that nothing in his decision bears
on the question whether the holders of the Notes, or some of them,
have a lien on the drug Makena by virtue of a grant of adequate
protection to secure them against a diminution in the value of
their collateral during the course of the chapter 11 cases, or
whether they have a lien as security for a DIP Loan made during
the course of the chapter 11 cases.  The only question raised is
the extent of the prepetition security interest held by the
Secured Noteholders.

                     About K-V Pharmaceutical

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

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

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

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.  Steven J.
Reisman, Esq., and Turner P. Smith, Esq., at Curtis, Mallet-
Prevost, Colt & Mosle, LLP, serve as Conflict Counsel for the
Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.  Alston
& Bird LLP's David A. Wender, Esq., and Jack W. Spears, Esq.,
argue for Wilmington Trust National Association, as Senior
Indenture Trustee and Collateral Agent.


LEHMAN BROTHERS: To Sell Park Avenue Property for More Than $800MM
------------------------------------------------------------------
Eliot Brown at Daily Bankruptcy Review reports Lehman Brothers
Holdings Inc. has agreed to sell the Manhattan office tower at 237
Park Ave. to a venture of RXR Realty LLC and Walton Street Capital
in what would be one of the largest sales in Manhattan in the past
year.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LOCATION BASED TECHNOLOGIES: Jeffrey Devlin Named to Board
----------------------------------------------------------
The Board of Directors of Location Based Technologies, Inc.,
appointed Mr. Jeffrey Devlin as a director effective Feb. 7, 2013.
For his service, Mr. Devlin will receive 50,000 shares of
restricted common stock on March 1, 2013.  Mr. Devlin will be
assigned to committees at the Board's next scheduled meeting.

                   About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

The Company's balance sheet at Nov. 30, 2012, showed $4.72 million
in total assets, $7.35 million in total liabilities and a $2.62
million total stockholders' deficit.


MACCO PROPERTIES: Kevin Coffey Withdraws as Counsel for MA Cedar
----------------------------------------------------------------
Debtor MA Cedar Lake Apartments, LLC, a debtor-affiliate of Macco
Properties, Inc., asks the Bankruptcy court to permit the
withdrawal of Kevin M. Coffey as its counsel.

According to papers filed with the Court, on Dec. 17, 2012, three
days following the filing of Mr. Coffey, as counsel for MA Cedar,
of a response to Jennifer Price's renewed motion to dismiss MA
Cedar Lake Apartment's Chapter 11 case, adopting MA Cedar's
previous objection to Ms. Price's original motion for conditional
order of dismissal, Ms. Price advised Mr. Coffey to withdraw the
response immediately, and further advised Mr. Coffey "that if such
response was not withdrawn immediately, the Debtor-in-Possession,
apparently through Ms. Price, would have no choice but to exercise
all available remedies against Mr. Coffey, beginning with the
filing of a bar complaint with the Oklahoma Bar Association."

Since receiving the correspondence from Ms. Price, attorney for
Ms. Price, Mark Sanders, has advised Mr. Coffey that the law firm
of Gable & Gotwals, P.C., will apply to the Court to approve the
law firm as replacement counsel for the Debtor-in-Possession.

                      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.


MACCO PROPERTIES: UST & Committee Still Object at 5th Attempt
-------------------------------------------------------------
The United States Trustee and the Official Committee of Unsecured
Creditors have objected to equity security holder Jennifer Price's
proposed disclosure statement explaining her Fifth Amended Plan of
Reorganization for Macco Properties, Inc., et al., dated Dec. 21,
2012.

According to the U.S. Trustee, this is Ms. Price's fifth attempt
to provide a disclosure statement with adequate information to
permit creditors to make an informed decision as to whether they
want to continue a relationship with the Price and McGinnis
management team.  "Price and McGinnis are no different today than
they were at the commencement of this case.  Recent events
continue to provide examples of their improper conduct."

Charles S. Glidewell, the Assistant U.S. Trustee, says that
without financial information, creditors cannot determine whether
the proposed plan is beneficial or feasible.  "Parties in interest
have no information to determine what has been accomplished while
this estate has been administered under Chapter 11.  It may be
that conversion of this estate to Chapter 7 makes more sense.
Furthermore, the lack of a liquidation analysis compounds the lack
of financial information."

"Failure to disclose litigation specifics may preclude the Debtor
from pursuing litigation post-confirmation."

The Committee says that without a confirmed commitment, free of
contingencies, creditors are left with nothing short of "empty
promises" that they will be paid at some point in the future.
According to papers filed with the Court, the Fifth Plan has gone
from requiring funding of $5 million (letter of credit to be
opened by NBC Bank for the account of Consolidated Capital
Investments, LLC, to Macco) to over $20 million (line of credit to
be established by Edward Snyder).  The Committee points out,
however, that the alleged confirmation of commitment from Mr.
Snyder omits the necessary and required terms to form a contract
to be enforeceable and that the disclosure statement is void of
any material information on Mr. Snyder, including whether he has
the financial means and ability to meet the funding commitment.

A copy of the UST's objection to the Price Fifth Amended
Disclosure Statement is available at:

            http://bankrupt.com/misc/macco.doc1388.pdf

A copy of the Committee's objection is available at:

            http://bankrupt.com/misc/macco.doc1390.pdf

A copy of Price's Fifth Amended Disclosure Statement is available
at http://bankrupt.com/misc/macco.doc1383.pdf

                      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.


MARIANA BRACETTI: S&P Lowers Rating on 2011 Revenue Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BBB-' on Philadelphia Authority for Industrial Development, Pa.'s
series 2011 revenue bonds, issued for the MarianaBracetti Academy
(MBA) Charter School.  The outlook is stable.

"The lowered rating reflects our view of increased risks on
multiple fronts: a decrease in per-pupil funding; a significant
increase in project costs, with increased use of reserves and fund
balances; below 1.0x maximum annual debt service coverage per our
calculations, not including reserves; and $24 million of debt,"
said Standard & Poor's credit analyst Carlotta Mills.  "Although
enrollment increased, and was funded by the state this year, MBA
currently enrolls more students than its charter allows,
potentially putting its charter at risk.  However, management has
continued to plan prudently and is mindful of its bond covenants,"
continued Ms. Mills.

The rating reflects S&P's view of:

   -- Significant scope change and cost overruns to the school's
      project, which has resulted in accelerated and increased use
      of fund balances as well as a use of operating reserves;

   -- The risk that the charter may not be renewed, as with all
      charter schools, especially as the school has surpassed its
      authorized enrollment cap;

   -- The school's inability to meet Adequate Yearly Progress
      results in 2012; and

   -- Project delay and extended relocation risk.


MAUI LAND: ValueWorks Discloses 7% Equity Stake
-----------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ValueWorks, LLC, and Charles Lemonides
disclosed that, as of Dec. 31, 2012, they beneficially own
1,323,401 shares of common stock of Maui Land & Pineapple Company,
Inc., representing 7.05% of the shares outstanding.  ValueWorks
previously reported beneficial ownership of 1,343,747 common
shares or 7.14% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available for free http://is.gd/hPaLD9

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Following the financial results for the year ended Dec. 31, 2011,
the Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern.
Deloitte & Touche LLP, in Honolulu, Hawaii, noted that the
Company's recurring negative cash flows from operations and
deficiency in stockholders' equity raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $61.44
million in total assets, $89.62 million in total liabilities and a
$28.17 million stockholders' deficiency.


MCCLATCHY CO: Dimensional Fund Owns 6.3% of Class A Shares
----------------------------------------------------------
In a 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 3,821,715 Class A shares of
McClatchy Co. representing 6.26% of the shares outstanding.  A
copy of the filing is available at http://is.gd/WtV9rF

                   About The McClatchy Company

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


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

                           *     *     *

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

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


MEDIA GENERAL: Dimensional Fund Owns 4.9% of Class A 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 1,366,049 Class A shares
of Media General Inc. representing 4.99% of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 1,460,005 Class A shares.  A copy of the amended
filing is available for free at http://is.gd/m1FfH0

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.

The Company's balance sheet at Dec. 31, 2012, showed $773.42
million in total assets, $949.64 million in total liabilities and
a $176.22 million stockholders deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MEDICAL INTERNATIONAL: Incurs $256,000 Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Medical International Technology, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $256,149 on $113,621 of sales for
the three months ended Dec. 31, 2012, as compared with a net loss
of $235,153 on $74,836 of sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $795,087 in
total assets, $1.73 million in total liabilities and a $943,596
total stockholders' deficit.

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

                        http://is.gd/cGBDlq

                     About Medical International

Montreal, Canada-based Medical International Technology, Inc.,
specializes in production, marketing and the sale of needle-free
jet injector products designed for humans and animals, for single
and mass injections.

The Company reported a net loss of US$109,993 on US$996,434 of
revenues in fiscal 2012, compared with a net loss of US$643,439 on
US$437,378 of revenues in fiscal 2011.

Ps Stephenson & Co., P.C., in Wharton, Texas, expressed
substantial doubt about Medical International's ability to
continue as a going concern following the financial results for
the fiscal year ended Sept. 30, 2012.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.


MF GLOBAL: Adds Language to Plan Outline to Resolve Objections
--------------------------------------------------------------
The trustee for MF Global Holdings Ltd. revised the disclosure
statement for the proposed liquidation plan ahead of the hearing
scheduled today, Feb. 14.

MF Global Trustee Louis Freeh, along with a group of creditors
that includes Barclays Capital and Citigroup Global Markets Inc.,
proposed Chapter 11 Plan that proposes to unsecured creditors as
much as 34 cents on the dollar.

A lawyer for the trustee said the plan proponents "fully
anticipate" that they have resolved most of the issues raised by
JPMorgan Chase Bank, N.A. and other parties through the language
added to the outline or the so-called disclosure statement.

A summary of the language added to the disclosure statement to
address each of the objections can be accessed for free at
http://is.gd/kuqEqZ

"The plan proponents believe that the objections should be
overruled or considered at the confirmation hearing, if they are
not resolved prior to that hearing," said Brett Miller, Esq., at
Morrison & Foerster LLP, in New York.

Full-text copies of the Revised Disclosure Statement and
Liquidation Plan are available for free at:

   http://bankrupt.com/misc/MFGlobal_RevisedPlan.pdf
   http://bankrupt.com/misc/MFGlobal_RevisedDS.pdf

JPMorgan filed an objection earlier, saying the liquidation plan
fails to take into account that MF Global's finance unit is being
hit twice for the same debt, undercutting what some creditors
might recover, according to a Feb. 8 report by Tom Hals of news
agency Reuters.

An agent and lender under the finance unit's $1.2 billion
liquidity facility, JPMorgan said creditors of the finance unit
could get up to 47.7% of their money if the double liability were
voided.  That is more than the maximum 33.6% that those creditors
would receive under the plan, according to the report.

The disputed double liability stems from $931 million that was
borrowed under a liquidity facility in the days leading up to MF
Global's bankruptcy in October 2011.

                          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)


MF GLOBAL: Ch. 11 Objections Premature, Plan Proponents Say
-----------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that proponents of MF
Global Inc.'s Chapter 11 plan told a New York bankruptcy judge
Tuesday that creditor objections to its disclosure statements were
thinly veiled protests over the confirmation of the bankruptcy and
should be overruled.

The report related that MF Global's Chapter 11 trustee Louis J.
Freeh, several MF Global subsidiaries and a group of so-called
creditor co-proponents said that objections from Chapter 11
creditors JPMorgan Chase Bank NA and Sapere Wealth Management LLC
raised issues related to the confirmability of MF Global's Chapter
11 and that such objections were premature at this juncture.

                          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.


MILACRON HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Ohio-based Milacron Holdings Inc. on CreditWatch with negative
implications.  This includes the 'B+' corporate credit rating on
Milacron Holdings Inc. as well as the 'B+' issue rating on
subsidiary Milacron LLC's senior secured notes.

This action follows the company's announcement that its subsidiary
Milacron LLC has entered into a definitive agreement to acquire
Moldmaster Ltd. for about C$975 million.  "Although the
acquisition enhances Milacron's global position in the plastic
processing equipment industry and adds products with attractive
margins to its portfolio, we anticipate that the company will
largely fund the transaction with debt, likely resulting in a
significant increase in leverage," said Standard & Poor's credit
analyst Gregoire Buet.  Although cash flow generation should
provide some capacity for subsequent debt reduction, S&P believes
prospective credit measures may deteriorate and remain outside of
its expectations for the current 'B+' rating for a prolonged
period.  Those include debt to EBITDA of 4x-5x and funds from
operations to debt of 10%-15%.

S&P will resolve the CreditWatch listing after reviewing the
details of the transaction, including the strategic reasons for
the acquisition, operating performance prospects, cash flow
generation, capital structure, and the deleveraging profile.  S&P
will also review how the mix of new secured and unsecured debt in
the pro forma capital structure may affect recovery prospects on
Milacron's existing senior secured notes.


MILACRON HOLDINGS: Moody's Reviews B1 CFR for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the B1 ratings of Milacron
Holdings Inc. under review for possible downgrade. The action
follows announcement of Milacron's agreement to purchase Mold-
Masters Limited of Canada for CND975 million (approximately USD969
million).

Milacron is wholly-owned by an affiliate of private equity firm
CCMP Capital Advisors who acquired the business in 2012 in a
leveraged transaction. Moody's assigned a B1 Corporate Family and
B1-PD (Probability of Default) rating at that time as well as a B1
(LGD-4, 50%) rating to the $275 million secured note that was co-
issued by Mcron Finance Sub LLC and Mcron Finance Corp. who
subsequently merged with Milacron LLC. The notes have both a
downstreamed guarantee from the parent, Milacron Holdings, Inc.,
and from Milacron LLC's material domestic operating subsidiaries.

Ratings Rationale:

By acquiring Mold-Masters, a manufacturer of hot runner systems,
temperature controllers and auxiliary equipment used in the
plastic industry with annual revenues of a CND271 million (USD268
million), Milacron will add a complementary set of products and
services to its existing range of injection and extruding
equipment, mold base systems, related tooling and metal working
fluids. The combined entity is expected to have revenues in excess
of $1 billion. However, the transaction is expected to involve a
significant increase in Milacron's debt and related fixed charges
and to close in the second quarter of 2013.

The review will focus on the pro forma capital structure,
earnings, cash flows, liquidity and coverage metrics of the
combined organization.

Ratings placed under review for possible downgrade:

Milacron Holdings Inc.

  Corporate Family, B1

  Probability of Default, B1-PD

Milacron LLC

  $275 million secured note, B1, (LGD-4, 50%)

The principal methodology used in this rating was the Global Heavy
Manufacturing Rating Methodology published in November 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.

Milacron Holdings Inc. through its wholly-owned subsidiary,
Milacron LLC, headquartered in Cincinnati, OH, produces equipment
used in plastics-processing industries as well as fluids used in
metalworking industries. Revenues in 2011 exceeded $780 million.


MONSEN ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Monsen Engineering Company, Inc.
        6 Daniel Road East
        Fairfield, NJ 07004-2547

Bankruptcy Case No.: 13-12683

Chapter 11 Petition Date: February 11, 2013

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Ilissa Churgin Hook, Esq.
                  HOOK & FATOVICH, LLC
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801
                  E-mail: ihook@hookandfatovich.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-12683.pdf

The petition was signed by Eric Monsen, principal and chairman of
the board.


MPG OFFICE: Sorin NL Owns 6.4% of Cumulative Preferred Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sorin NL Fund, L.P., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
619,014 shares of 7.625% Series A Cumulative Redeemable Preferred
Stock, $0.01 par value, of MPG Office Trust, Inc., representing
6.36% of the shares outstanding.  A copy of the regulatory filing
is available for free at http://is.gd/gmZvbd


                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.86 billion in total assets, $2.59 billion in total liabilities,
and a $729.16 million total deficit.

NEW YORK WESTCHESTER: Must Close Sale by March 31 or Face Shutdown
------------------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reported
that a bankruptcy court on Jan. 24 approved Montefiore Medical
Center as the new owner of bankrupt New York Westchester Square
Medical Center in Bronx, New York.  An auction was held Jan. 23
for the hospital's assets.  Montefiore's final bid was $15.3
million bid, raised from an earlier offer of about $14 million,
prevailed.  At the Jan. 24 hearing, the Court rejected a last
minute bid by a group of real estate investors.

Crain's noted that the medical center was slated to be shut down
and reconfigured as an outpatient clinic.  The report recounts a
state commission mandated its closure by December 2008 but that
was delayed by a lawsuit and a bankruptcy filing six years ago.
The report said the hospital must close on a sale by March 31 to
avoid a "liquidity crisis" that could cause it to shutter for
good.

Crain's said the auction originally had been set for Jan. 17, but
after an entity called WSMC Properties submitted a bid on Jan. 14
-- and then upped its offer on Jan. 21 -- the auction was
rescheduled.  The WSMC offer consisted of a $14.4 million cash
purchase of the property, the hospital's interest in capital
leases for equipment and machinery, all real estate tax refunds
and tax credits related to the real estate, and the hospital's
interest in the tenant leases.

As reported by the Troubled Company Reporter on Jan. 25, 2013, the
new facility will be renamed Montefiore Westchester Square.  The
plan is to have a full-service emergency department, an ambulatory
surgery center and, over time, comprehensive primary and specialty
care services.

NYWSMC was founded in 1929.  Approximately half of NYWSMC's
physicians currently have privileges at Montefiore; others have
the option of applying for privileges.

The transaction, which is subject to regulatory approval, is
supported by $20 million in funding available under the state's
Health Efficiency and Affordability Law.  Closing is expected to
take place in March.

         About New York Westchester Square Medical Center

Headquartered in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/--is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.


NIELSEN HOLDING: S&P Affirms 'BB' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on New
York City-based global information and measurement company Nielsen
Holding N.V.  This includes the 'BB' corporate credit rating on
both Nielsen and its wholly owned subsidiary The Nielsen Co. B.V.,
as well as all issue-level ratings on the company's debt.  The
outlook is stable.

At the same time, S&P removed its ratings from CreditWatch, where
it placed them with negative implications on Dec. 18, 2012, when
Nielsen announced that it had entered into a definitive agreement
to acquire Columbia, Md.-based Arbitron Inc. for about
$1.3 billion in cash.

"The affirmation reflects our reevaluation of Nielsen's business
and financial prospects pro forma for its proposed acquisition of
Arbitron and the company's public disclosure of its capital
allocation plan," said Standard & Poor's credit analyst Tulip Lim.

While the acquisition increases its "What Consumers Watch" segment
exposure to traditional media, which is experiencing secular
changes as audiences continue to fragment toward alternate media,
it expands the company's measurement platform, which could benefit
its "What Consumers Buy" retail measurement business clients.  In
addition, Arbitron brings expertise in measuring out-of-home
audiences, which could benefit Nielsen's TV audience measurement
service.  S&P also believes that Nielsen, with its deeper
financial resources and greater international reach, could better
support technology improvement and drive revenue opportunities at
Arbitron that will deliver a satisfactory return on investment.

S&P expects that Nielsen will maintain leverage below 5x on a
sustained basis.  Over the next few years, the company could lower
leverage further through EBITDA growth and accelerated debt
repayment.  The introduction of a common dividend, which provides
greater clarity on the company's financial policy, however, will
also result in deleveraging occurring at a more measured pace.
S&P expects leverage could decline gradually to the mid-3x area by
2015, but that dividend increases and any additional debt-financed
acquisitions could push out the timeframe.

"Our ratings on Nielsen reflect a "satisfactory" business risk
profile and an "aggressive" financial risk profile, based on our
criteria.  As the leading global provider of media measurement and
retail sales and market share, Nielsen benefits from strong market
positions in its two principal businesses.  Nielsen's television
audience measurement service is the industry standard in the U.S.
and is unlikely to be displaced over our ratings horizon.  We
expect that Nielsen's operating performance will remain stable,
given that a high proportion of sales is under multiyear contracts
and the strong renewal rates (over 70% of "Watch" and "Buy"
business segment revenues are recurring).  We believe that
Arbitron, the leading radio audience measurement service in the
U.S., and which Nielsen has a definitive agreement to acquire, has
similar characteristics.  We assess Nielsen's management as "fair"
under our criteria," S&P said.

S&P views Nielsen's financial risk profile as aggressive because
of its still elevated leverage, which S&P estimates to be slightly
below 5x pro forma for the proposed Arbitron transaction, and
S&P's expectation that leverage will remain above 4x through 2014.
S&P estimates that leverage was 4.5x as of Dec. 31, 2012.


NORTEL NETWORKS: Creditors Battle Over Trial on Cash Split
----------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports U.S. investors are
pushing to go to trial by the fall over how to divide Nortel
Networks Corp.'s $7.3 billion pile of money, but officials looking
out for Canadian and European creditors say the international cash
clash could take much longer to sort out.

                       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.


NORTEL NETWORKS: U.S. Unit Pans Canadian Retirees' Relief
---------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Nortel Networks
Inc., the American arm of defunct telecom giant Nortel Networks
Corp., objected Tuesday to a move by former employees of its
Canadian parent to file severance claims in Delaware bankruptcy
court, arguing the claims are both untimely and dubiously timed.

The report related that the Canadian employees offer no
justifiable reason for filing claims in the U.S. more than three
years after the bar date had  passed, the objection said, and
accepting their late claims would severely prejudice NNI and
create a dangerous precedent.

                       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.


NORTH BY NORTHWEST: Court Dismisses Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia in
a December ruling granted Macon Bank Inc.'s motion to dismiss the
Chapter 11 case of North by Northwest LLC.

Macon Bank is the only secured creditor in the case.  As of the
Petition Date, the principal balance due, excluding interest and
fees under Note 1 was $713,256 and under Note 2 was $2,257,483
totaling $2,970,739 owed to Macon Bank.

Macon Bank said the case was filed in bad faith.

                     About North By Northwest

North By Northwest LLC filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-42087) in Rome, Georgia, on July 12,
2012.  North By Northwest scheduled $14,667,210 in assets and
$4,202,709 in liabilities.  The Debtor holds surface and mineral
interests in the real property in Valley District, Fayette County,
West Virginia, worth $12.5 million, and which secures a $3.05
million debt to Macon Bank.  Bankruptcy Judge Paul W. Bonapfel
presides over the case.  Jim Knight, Esq., at Thomas F. Tierney,
P.C., in Peachtree City, Georgia, serves as counsel.


NPS PHARMACEUTICALS: Wellington Discloses 10.8% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of Jan. 31, 2013, it beneficially owns 9,399,395 shares
of common stock of NPS Pharmaceuticals, Inc., representing 10.85%
of the shares outstanding.  Wellington previously reported
beneficial ownership of 9,565,459 common shares or a 11.11% equity
stake as of Feb. 29, 2012.  A copy of the amended filing is
available for free at http://is.gd/Yd9zGL

                      About NPS Pharmaceuticals

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

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

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


NY DOWNTOWN HOSPITAL: NY-Presbyterian Offered Bail Out
------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that New York-Presbyterian Hospital asked state health officials
for permission to acquire New York Downtown Hospital, the only
institution below 14th Street since St. Vincent's Hospital closed
in 2010.  Downtown "has experienced persistent, significant
financial difficulties that threaten its future viability," New
York-Presbyterian officials wrote in December in a request to the
New York State Department of Health. '[Downtown Hospital] is
projected to have a significant operating loss in 2013, unless the
current situation is changed."

According to the report, New York-Presbyterian blames Downtown's
financial collapse on federal and state reimbursement cuts and the
hospital's inability to either boost revenue or reduce costs.
Downtown also has been forced into the red by maternity care.


PACIFIC THOMAS: Court Appoints Kyle Everett as Chapter 11 Trustee
-----------------------------------------------------------------
The Bankruptcy Court has granted the motion of August B. Landis,
Acting United States Trustee for Region 17, for the Kyle Everett
as Chapter 11 Trustee in Chapter 11 case of Pacific Thomas
Corporation.

                    About Pacific Thomas Corp.

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

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

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

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


PATRIOT COAL: 2013 Incentive Plan and CERP to Cost $6,950,000
-------------------------------------------------------------
Patriot Coal Corporation, et al., ask the Bankruptcy Court to
authorize a Chapter 11 incentive and a critical employee retention
plan.

The Debtor said they need the plan to motivate and encourage the
retention of critical employees during this uncertain period and
to focus their attention on achieving important business
objectives.  The six members of the Debtors' executive management
are not part of the proposed plans.

Some 225 employees, who comprise approximately 5% of the Debtors'
workforce, are eligible to participate in the 2013 annual
incentive plan, the cost of which would total at most $875,000 for
each six-month performance period.

The CERP will benefit 119 of the Debtors' non-insider employees,
which comprise less than 3% of the Debtors' workforce.  The
maximum cost of the CERP totals approximately $5.2 million.

                        About Patriot Coal

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

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

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

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

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


PATRIOT COAL: UMWA Balks at $6-Mil. Bonus Plan for Executives
-------------------------------------------------------------
The filing by Patriot Coal for permission to distribute some
$6 million in bonuses to corporate executives and top managers
demonstrates a "callous disregard for the lives and well-being of
thousands of active and retired workers and their families whose
lives are at risk as a result of Patriot's bankruptcy," United
Mine Workers of America (UMWA) International President Cecil E.
Roberts said on Feb. 13.

Hundreds of active and retired and miners and their families,
backed by union and community supporters, will protest actions by
Patriot Coal and its original parent company, Peabody Energy, in
downtown St. Louis on Feb. 13.

Mine workers and supporters will march at 10 am today from the
Crowne Plaza Hotel at 4th and Pine Streets to Peabody HQ at 701
Market Street in downtown St. Louis.   Non-violent civil
disobedience is expected following a rally at Kiener Plaza. The
event will be livestreamed at:
http://www.ustream.tv/channel/mineworkers

Patriot's motion, filed in the Bankruptcy Court of Eastern
District of Missouri, would pay bonuses to some 120 senior
executives, company managers and office personnel.  Under the plan
filed today, the company's top six executives in the company will
not receive bonuses at this time.

"While Patriot is handing out cash to managers and executives,
thousands of retirees and widows the company is responsible for
are worried about having to choose between buying groceries or
getting the prescription drugs they need to live," Ms. Roberts
said.  "That $6 million would pay for a month's worth of health
care for retirees, dependents and widows.  It's also $6 million
Patriot could use to fight Peabody Energy and Arch Coal in court
to get them to pay for these obligations.

Patriot's bonus plan "a finger in the eye" of retirees and widows
at risk of losing health care/2

"This is nothing more than a finger in the eye of those retirees
and widows, as well as the active workers who are looking at the
destruction of decades of collective bargaining improvements,"
Ms. Roberts said.  "These workers put their health on the line and
put their lives on the line every single day to produce coal.

"It's not their fault Patriot is in bankruptcy," Ms. Roberts said.
"For Patriot to now take millions of dollars that would help keep
people alive and pass it around to already well-paid executives
and managers is just wrong, and sends a terrible message to the
active and retired workers who still depend on Patriot for their
lives and livelihoods."

                       About Patriot Coal

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

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

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

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

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


PERFORMANCE TRANSPORTATION: "New Value" Defense Tackled in Suit
---------------------------------------------------------------
Bankruptcy Judge Michael J. Kaplan denied a motion for summary
judgment filed by Ford Motor Company in a clawback lawsuit
launched by the Chapter 7 trustee of bankrupt hauler Performance
Transportation Services Inc.  Instead, Judge Kaplan directed the
adversary parties to return to Court Feb. 26 at 2:00 p.m. for a
telephonic scheduling conference.

Ford argues that more than $300,000 that was paid to it by two of
Performance Trans' affiliates for vehicle damage are not subject
to preference attack because of more than $14,000,000 of new
hauling orders placed with those debtors by Ford during the
preference period.  To Ford, those new orders must have generated
"new value" sufficient to offset the otherwise-preferential
payments.

Performance Trans and its affiliated companies once constituted
the second largest hauler of new cars in North America.

According to Judge Kaplan, "The matter at the Bar seems to be one
of first impression.  In 1938 and again in 1978 Congress tried to
put an end to decades of judicial efforts to reconcile 'setoffs'
with 'preferential transfers.' 11 U.S.C. Sec. 553 was the
legislative result. '. . . [T]his title does not affect the right
of a creditor to offset.' It was no longer necessary to shoehorn
setoffs into preference analysis. It works very well. However,
sophisticated parties sometimes do not use setoffs when, perhaps,
they should."

"For some reason not known to the Court, North American
manufacturers of automobiles and the companies that haul those
automobiles to distribution centers and dealers choose not to
avail themselves of the sanctuary that Sec. 553 provides," Judge
Kaplan continued. "Instead, as described in an earlier decision of
this Court (475 B.R. 5 (Bankr. W.D.N.Y. 2012)), the manufacturers
and the haulers maintain what might be called 'separate ledgers':
One specifying what the manufacturer owes to the hauler for
hauling services, and the other specifying what the hauler owes to
the manufacturer for damages suffered by the vehicles while in the
custody of the hauler."

"Almost universally in the world of smaller businesses this would
be dealt with by setoffs, but not in this particular industry.
Original Equipment Manufacturers ('OEMs') pay for hauling services
without regard to what an individual hauler might owe to the OEM
for damaged vehicles, and the hauler pays the OEM for damages to
vehicles, regardless of what the OEM owes to the hauler for
hauling services."

Ford posits that the new orders that it placed were essential to
the Debtor, and kept it afloat.  According to Judge Kaplan, there
is a strong evidentiary basis for Ford's statement because the
Bankruptcy Court approved the continuation of a "Damage Program"
in "first day" orders when the Debtors' cases were in Chapter 11,
based upon the affidavit of a principal of the Debtors, John
Stalker, who emphasized the need to continue the program to remain
competitive in the industry.  The Chapter 11 cases were
unconsolidated at that time.

Ford agrees that it has no means of quantifying the "new value"
bestowed upon the Debtors while the Debtors were paying vehicle
damage obligations to Ford, but explain that whether one measures
"new value" by cash flow, profit margin, maintaining a valuable
relationship, or otherwise, its millions of dollars of new orders
placed with the Debtor simply "had" to have provided "new value"
to the Debtor in an amount in excess of the challenged transfers.
Judge Kaplan noted that Ford seeks "burden-shifting" as to
quantification of the "new value."

According to Judge Kaplan, in economic terms, the Court does not
dispute Ford's conclusion.  "In legal terms, however, the Court
finds that Ford wishes to place a square peg in a round hole," the
judge said.

Judge Kaplan held that a careful examination of the definition of
"new value" contained in 11 U.S.C. Sec. 547(a) does not support
Ford's argument.  Earlier in the Adversary Proceeding, the Court
asked counsel for Ford what Ford provided that would constitute
"new value," and counsel answered "it provided 'money.'" The Court
disagrees.  Ford provided new purchase orders, not money.  Ford
obligated itself to pay for services to be rendered in the future
by the Debtors, provided that the Debtors actually performed those
services. As each new service order was fulfilled by the Debtors,
Ford became the contract obligor. Ford became a debtor, not a
creditor, and payment by Ford upon each of those work orders
simply satisfied Ford's obligations to the Debtors.

"It is best to restore this Adversary Proceeding to the Calendar
for further scheduling," Judge Kaplan said.

The cases before the Court are, Mark S. Wallach, Esq., Chapter 7
Trustee of Performance Transportation Services, Inc., et al.
Plaintiff, v. Ford Motor Company, Defendant; Mark S. Wallach,
Esq., Chapter 7 Trustee of Performance Transportation Services,
Inc., et al. Plaintiff, v. Ford Motor Company, Defendant, Adv.
Proc. Nos. 09-1190 K., 09-1244 K (Bankr. W.D.N.Y.).  A copy of
Judge Kaplan's Feb. 8 Opinion and Order is available at
http://is.gd/9RpWdufrom Leagle.com.

Attorney for the Plaintiff is Janet G. Burhyte, Esq. --
jburhyte@gross-shuman.com -- at Gross, Shuman, Brizdle &
Gilfillan, P.C. in Buffalo, New York.

Attorneys for Ford Motor Company are Marc N. Swanson, Esq., and
Ronald A. Spinner, Esq. -- spinner@millercanfield.com and
swansonm@millercanfield.com -- at Miller Canfield Paddock & Stone,
PLC Detroit, Mich.; and Kevin Tompsett, Esq. --
ktompsett@harrisbeach.com -- at Harris Beach PLLC, in Pittsford,
New York.

                 About Performance Transportation

Based in Wayne, Michigan, Performance Transportation Services,
Inc. provided new and use vehicle delivery services in the United
States.  Performance Transportation has facilities in the United
States and Canada.

The Company and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. W.D.N.Y. Case No. 07-04746 thru 07-04760) on
Nov. 19, 2007.  When the Debtors filed for protection from their
creditors, they estimated more than $100 million each in assets
and debts.

The Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.
Mark S. Wallach was appointed as trustee.  Lawyers at Bond,
Schoeneck & King, PLLC, Jones Day, and Hodgson Russ LLP, represent
the Debtors as counsel.


PHIL'S CAKE: Seeking Extension of Time to File Exit Plan
--------------------------------------------------------
In January, Phil's Cake Box Bakeries, Inc., filed a motion asking
the Bankruptcy Court to extend until Feb. 20. 2013, the deadline
to file its Chapter 11 plan and disclosure statement.

The Debtor is financing the bankruptcy through the use of cash
collateral.  The Debtor has won Court authority to use cash that
constitute collateral of its pre-bankruptcy creditors.  The Debtor
said it needs access to the Cash Collateral to continue operating
its businesses or manage its financial affairs, substantially in
compliance with a budget.

Pursuant to the cash collateral order, the Court authorized the
Debtor to use the cash collateral that these parties may assert
liens and security interests:

   i) Southern Commerce Bank, N.A.;

  ii) Zions First National Bank;

iii) Heritage Bank; and

  iv) Colson, as successor in interest to the United States Small
      Business Association and the Florida Business Development
      Corporation.

Pursuant to a third interim order, the Debtor is authorized to
use cash collateral, including but not limited to funds on-hand
prepetition or transferred postpetition into the Debtor's bank
accounts maintained with SCB.

As reported in the Troubled Company Reporter on Sept. 11, 2012, at
different times, the Debtor executed loan agreements in favor
of Southern Commerce Bank, N.A., Zions First National Bank,
Heritage Bank, and Colson Services Corp., as successor in interest
to the United States Small Business Association and the Florida
Business Development Corporation:

                             Amount Owed as of
     Lender                  the Petition Date
     ------                  -----------------
     Southern Commerce              $1,600,000
                             ($660,000 relates
                          to a line of credit)
     Zions                          $6,000,000
     Heritage                         $250,000
     Colson                         $3,000,000
     BankAtlantic                      $43,000

SCB asserts that it has a first priority position with respect to
accounts receivable and inventory.

According to the Debtor, Zions may assert that it has perfected
first position mortgage lien on the Debtor's Eagle Trail Facility,
including any fixtures, including freezers and associated
equipment located at the property.  The Debtor asserts that Zions
does not assert a lien on Cash Collateral.

Heritage may assert that it has perfected first position mortgage
liens on certain real property located in the vicinity of the
Debtor's retail facility.  The Debtor asserts that Heritage does
not assert a lien on Cash Collateral.

Colson may assert that it has perfected junior liens and security
interest in the Eagle Trail Facility, including fixtures and
equipment.  The Debtor asserts that Colson does not assert a lien
on Cash Collateral.

BankAtlantic may assert liens on and security interests in certain
items of equipment located at 1009 and 1017 N. Excelda Avenue.
The Debtor asserts that BankAtlantic does not assert a lien on
Cash Collateral.

In exchange for the use of Cash Collateral, the Debtor proposes to
provide the Secured Creditors with replacement liens identical in
extent, validity and priority as such liens existed on the
Petition Date.  As additional adequate protection to SCB, the
Debtor proposes to pay SCB on a monthly basis accrued interest on
(i) the line of credit obligation; and (ii) the commercial loan
obligation, Loan Number x125.

SCB has filed a notice that it consents to the use of Cash
Collateral.

                     About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHIL'S CAKE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., filed
with the Bankruptcy Court for the Middle District of Florida its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,845,803
  B. Personal Property            $6,668,713
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,033,900
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $35,120
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,525,288
                                 -----------      -----------
        TOTAL                    $12,514,516      $14,594,309

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHIL'S CAKE: Court OKs Rick Fernandez as Property Manager
---------------------------------------------------------
Phil's Cake Box Bakeries, Inc., dba Alessi's Bakery, sought and
obtained  permission from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Rick Fernandez as rental real estate
property manager for rented lots, nunc pro tunc to the Petition
Date.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery.  The retail bakery facility is located at 2909
West Cypress Street, Tampa, Florida.  Between 1995 and 2005, the
Debtor acquired a number of parcels in the area surrounding the
Retail Bakery.  A number of parcels were also acquired during that
time period by an affiliate of the Debtor, Alessi Properties, Inc.
The parcels fall into the following categories: (i) vacant lots
with no improvements; (ii) improved lots which are unrented or
unoccupied; and (iii) improved lots rented to unrelated tenants.

The Rented Lots currently are rented to separate tenants for a
total, collective monthly rental amount of approximately $2,150.
Two of the Rented Lots, accounting for $1,450 of the Rental
Income, are subject to liens in favor of Heritage Bank.  The
Debtor has sought authority to abandon the Heritage Bank Lots to
Heritage Bank on a consensual basis.  Effective upon the
abandonment: (i) the Debtor will remit to Heritage Bank any of the
post-petition Rental Income attributable to the Heritage Bank Lots
received by the Debtor, and (ii) Fernandez will no longer serve as
property manager for the Heritage Bank Lots.

The Debtor anticipates that Mr. Fernandez may render these
property management services:

      (a) collection of rent, and remittance of rent to the
          Debtor;

      (b) coordinate any necessary maintenance;

      (c) report to the Debtor as to efforts to lease vacant
          properties; and

      (d) perform such other services requested by the Debtor with
          respect to the Rented Lots.

For the services, the Debtor proposes to pay Mr. Fernandez a
commission equal to 10% of the monthly rents received from the
Rented Lots.

To the best of the Debtor's knowledge, Mr. Fernandez is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHIL'S CAKE: Hires Levin Papantonio to Pursue BP/Deepwater Claim
----------------------------------------------------------------
Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., asks
the U.S. Bankruptcy Court for permission to employ Levin,
Papantonio, Thomas, Mitchell, Rafferty & Proctor, P.A. as special
counsel to pursue claim filed against BP PLC with respect to
Alessi's claim arising from the Deepwater Horizon oil spill.

Jemison Mims, Jr. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Alessi's desires to pay Levin Papantonio on a contingency fee
agreement as 20% of any amount received by Alessi's through a
settlement of the BP/Deepwater Claim, or 33% of any amount awarded
to Alessi's through a legal proceeding.

                     About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PREMONT INDEPENDENT: Moody's Keeps 'Ba1' Rating on GOUT Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Premont
Independent School District's (TX) general obligation bonds, which
affects approximately $2.2 million in rated debt outstanding. The
district has an additional $880 thousand of outstanding general
obligation limited tax debt not rated by Moody's.

Ratings Rationale:

While the rating is below investment grade, Moody's expects that
the district will maintain full and timely payment of their debt
service obligation based upon the unlimited general obligation
pledge of the bonds outstanding. Annual principal and interest
requirements are secured by and payable from ad valorem taxes
levied by the district on all taxable property, without legal
limit as to rate or amount. The rating affirmation reflects the
district's improved financial position, modest and concentrated
tax base, a moderate debt burden that may increase in the near
term, and a weak socioeconomic profile.

Strengths

  Improved financial operations

Challenges

  Trend of declining Average Daily Attendance (ADA)

Volatile concentrated tax base due to reliance on oil and gas
mineral valuations

What Could Make The Rating Go Up

- Significant tax base expansion and diversification
- Multi-year trend of material improvement in financial position
- Improved accreditation status with TEA, demonstrating
   compliance with record review

What Could Make The Rating Go Down

- Deterioration of the district's financial position
- Continued contraction of the district's tax base
- Failure to regain accreditation status with TEA, dissolution
   of district.

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


REDCATS USA: S&P Gives 'B' CCR; Affirms 'B' Rating on $305MM Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New York City-based Redcats USA Inc., doing
business as OneStopPlus Group, following its merger with and
into Oilers Borrower Corp. at the completion of the acquisition by
Charlesbank Capital Partners LLC and Webster Capital.  The outlook
is stable.

Concurrently, S&P affirmed its 'B' issue-level rating with a '3'
recovery rating on Redcats' $305 million first-lien secured term
loan due 2020.  The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.  S&P also affirmed its 'CCC+' issue-level rating
with a '6' recovery rating on the $85 million second-lien secured
term loan, also due 2020.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery of principal in
the event of a payment default.

According to the company, the transaction will be funded with
equity from Charlesbank Capital and Webster Capital and the first-
and second-lien secured term loans.  These proceeds will be used
to purchase the company from PPR S.A. and pay fees and expenses.

In addition, S&P withdrew its 'B' corporate credit rating on
Oilers Borrower Corp.

"The ratings on specialty apparel retailer Redcats USA Inc.
reflect our view of the company's 'vulnerable' business risk
profile and 'aggressive' financial risk profile," said Standard &
Poor's credit analyst Kristina Koltunicki.  Redcats' vulnerable
business risk profile reflects its relatively small size in the
highly fragmented and competitive plus-size apparel industry, high
exposure to commodity cost volatility, and our "fair" assessment
of the management team.

OneStopPlus operates as an on-line platform and catalog
encompassing eight proprietary brands, with merchandise primarily
aimed at plus-size individuals.  Competition continues to increase
from other participants, such as mass merchants, department
stores, and other specialty apparel retailers, who have been
expanding their merchandise offerings in recent years to include
plus sizes.

The stable outlook reflects S&P's expectation that the company
will improve credit protection measures modestly over the next 12
months, as it grows its top-line revenue and manages operating
costs.  S&P do not expect the company to generate a significant
amount of free cash flow, which thus minimizes its potential for
debt reduction.  Although S&P expects some modest improvement in
credit protection measures, S&P believes the company will maintain
an aggressive financial risk profile over the next year.

S&P could lower its ratings if operating performance weakens,
leading to gross margin erosion of approximately 100 basis points
(bps) below its expectations and flat sales growth.  Under this
scenario, leverage would have increased to about 5.4x, which would
lead to a revision of the company's financial risk profile to
"highly leveraged."  S&P could also lower the ratings if the
company's financial policies become more aggressive, such as
through a significant debt-financed dividend to its sponsors.

S&P could raise the rating if sales increase in the mid-single
digits and gross margin increases 100 bps in the next 12 months.
This scenario could arise from an enhanced merchandise offering
that leads to an increase in sales ahead of S&P's projections.
This would allow the company to better leverage its technology
infrastructure, resulting in total debt to EBITDA under 4x.


RESIDENTIAL CAPITAL: $7.2-Bil. Book Value of Assets as of Dec. 31
-----------------------------------------------------------------
Residential Capital LLC and its affiliates filed a notice with the
Bankruptcy Court stating that the book value of their assets as of
Dec. 31, 2012, is $7.279 billion, compared to the $7.356 billion
book value as of May 31, 2012.  The Debtors also disclosed that
their first lien debt totals $2.757 billion as of the same date.
A full-text copy of the disclosure is available at:

     http://bankrupt.com/misc/rescap_bookvalue1231.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 ).


RESIDENTIAL CAPITAL: Centerbury Lawsuit vs. JPMorgan to Proceed
---------------------------------------------------------------
Residential Capital LLC and J.P. Morgan Mortgage Acquisition
Corporation entered into a court-approved stipulation providing
that the automatic stay is modified to allow the lawsuit filed by
Stephen J. Canterbury against J.P. Morgan and debtor GMAC
Mortgage, LLC, to proceed solely between J.P. Morgan and
Canterbury.  All other respects of the lawsuit remains stayed
against GMAC Mortgage.

The lawsuit, filed in September 2012, seeks rescission of a
$1.0 million debt obligation and damages under the Truth in
Lending Act with the U.S. District Court for the Western District
of Virginia.  As alleged in the complaint, GMAC was the original
lender on the obligation, and it later assigned the promissory
note that evidenced the obligation to J.P. Morgan.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Ally CEO Threatens to Withdraw $750-Mil. Deal
------------------------------------------------------------------
Michael Carpenter, chief executive officer of Ally Financial,
Inc., the parent of Residential Capital, LLC, threatened to
withdraw the $750 million prepetition deal the auto lender entered
into with creditors of ResCap's mortgage servicing arm if they
can't "expeditiously" agree to the settlement terms, Brian Mahoney
of BankruptcyLaw360 reported.

Mr. Carpenter, speaking to investors during the company's fourth-
quarter earnings call, said the company was ready to "go the
litigation route" if the agreement, designed to distance Ally from
liability over the ResCap's failure, falls through, the report
related.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Ocwen to Buy Mortgage Servicing Platform
-------------------------------------------------------------
Altisource Portfolio Solutions S.A., on behalf of itself and its
subsidiaries, entered into non-binding letters of intent with
Ocwen Financial Corporation, on behalf of itself and its
subsidiaries, to acquire certain fee-based businesses related to
Ocwen's recently acquired Homeward Residential Holdings, Inc.
mortgage servicing and origination business platform and Ocwen's
anticipated purchase of the mortgage servicing platform from
Residential Capital, LLC for a combined purchase price of $218.6
million.

William B. Shepro, Chief Executive Officer of Altisource said,
"These fee based business acquisitions are strategically valuable
to Altisource, helping us maintain our business model with Ocwen,
expanding our footprint and providing significant revenue and
earnings growth to Altisource.  We believe the combined purchase
price will provide a projected unlevered pre-tax return to
Altisource of approximately 20%."

Ronald M. Faris, Chief Executive Officer of Ocwen said, "By
selling these non-core assets, Ocwen is able to achieve a greater
projected return on the Homeward and ResCap servicing acquisitions
and to continue to focus primarily on growing our core residential
and commercial servicing businesses.  Having an outlet for
disposition of peripheral mortgage-related assets significantly
enhances Ocwen's competitive positioning for future servicing
platform acquisitions that include non-core operations."

The letter of intent for the Homeward Residential Fee-Based
Businesses contemplates that Altisource will acquire from Ocwen
(i) all of the capital stock of Beltline Road Insurance Agency,
Inc., Power Default Services, Inc., Power REO Management Services,
Inc. and Power Valuation Services, Inc., (ii) the Mortgage Asset
Recovery Special Services Division of Stratus Asset Management
Group, LLC, and (iii) certain designated intellectual property and
information technology assets related to Homeward Residential
Holdings, Inc. platform.

The letter of intent for the ResCap Fee-Based Businesses
contemplates that Altisource will acquire from Ocwen certain fee-
based businesses related to default management and charge-off
services, designated intellectual property and information
technology assets related to Ocwen's anticipated purchase of
Residential Capital LLC's mortgage servicing platform.

In connection with the proposed transactions, Altisource and Ocwen
will execute a five-year extension until 2025 of certain existing
services agreements.  Additionally, Ocwen will not develop similar
fee-based services that would directly or indirectly compete with
the services provided by Altisource to the Homeward Residential
Holdings, Inc. and Residential Capital, LLC servicing portfolios.
The proposed purchase price is subject to working capital and
other adjustments, and consummation of the transactions is subject
to a number of contingencies that are customary for a transaction
of this nature, including various third party and regulatory
consents and approvals.  The purchase of the ResCap Fee-Based
Businesses is also subject to Ocwen's closing of the underlying
acquisition of the mortgage servicing platform from Residential
Capital LLC, which is expected later in February 2013.

                          About Altisource

Altisource Portfolio Solutions S.A. -- http://www.Altisource.com
-- is a global provider of services focused on high-value,
technology-enabled knowledge-based solutions principally related
to real estate and mortgage portfolio management, asset recovery
and customer relationship management.

                            About Ocwen

Ocwen Financial Corporation -- http://www.Ocwen.com-- is a
financial services holding company which, through its
subsidiaries, is engaged in the servicing and origination of
mortgage loans.  Ocwen is headquartered in Atlanta, Georgia, and
has additional offices and operations in Florida, New Jersey,
Texas, Washington, DC, the United States Virgin Islands, India and
Uruguay.

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

The Company continues to be required to maintain a sum of the
unused revolving commitments plus the lesser of (1) $5,000,000 and
(2) cash and cash equivalents that is greater than the sum of the
Minimum Liquidity Thresholds and certain reserves associated with
amenities capital expenditures.  The Fourth Amendment amends the
Revolving Credit Agreement to change the Minimum Liquidity
Thresholds and associated time periods.  Pursuant to the Fourth
Amendment "Minimum Liquidity Thresholds" means from Dec. 20, 2012,
through Jan. 29, 2013, $75,000,000; from Jan. 30, 2013 through
Feb. 8, 2013, $66,000,000; from Feb. 9, 2013, through Feb. 12,
2013, $59,000,000; from Feb. 13, 2013, through Feb. 18, 2013,
75,000,000; from Feb. 19, 2013, through April 15, 2013,
$50,000,000; from April 16, 2013, through May 15, 2013,
$45,000,000; and from May 16, 2013, through July 1, 2013,
$20,000,000.

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

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

                         http://is.gd/gsuTWg

                           About Revel AC

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

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

                           *     *     *

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

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

In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC.  The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.


RG STEEL: Sues Suppliers to Recover Preferential Transfers
----------------------------------------------------------
RG Steel Sparrows Point, LLC filed separate lawsuits against four
suppliers to avoid and recover transfers of property made within
90 days before its bankruptcy filing.

The suppliers are Mono Ceramics Inc., Mickelson & Company LLC,
Otis Elevator Co., and Paul Wurth Inc.

In the complaints, RG Steel said it made transfers of an interest
of its property to or for the benefit of the suppliers through
payments of more than $1.04 million.  The transfers were made
between March 2 and May 31, 2012.

The complaints were 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.


RG STEEL: Wants to Sell Asset to Bounty Mineral for $3.17-Mil.
--------------------------------------------------------------
RG Steel Wheeling, LLC, said it plans to sell an asset to Fort
Worth, Texas-based Bounty Mineral LLC for more than $3.17 million.

RG Steel is selling its right, title and interest in and to
1,268.0230 net mineral acres in Brooke County, West Virginia;
Jefferson County, Ohio; and Belmont County, Ohio.

The asset will be sold on an "as is" basis, free and clear of all
liens, claims, or encumbrances, according to a court filing.

Objections to the proposed sale must be filed with the U.S.
Bankruptcy Court for the District of Delaware on or before Feb.
26.

The terms of the sale are outlined in a three-page agreement,
which can be accessed for free at http://is.gd/YBDZ4D

                          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.


ROBIN CINI: Former Spouse Sanctioned for Violating Automatic Stay
-----------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher granted the request of debtor
Robin Jean Lyon Cini for sanctions against her former spouse Nigel
Cini for violations of the automatic stay under 11 U.S.C. Sec.
362(k) by filing two lawsuits against Robin in the Flathead County
Montana District Court.  Nigel filed a response in opposition
calling Robin's Motion frivolous and asking that she be held in
contempt.  Judge Kirscher said the Debtor satisfied her burden of
proof to show by a preponderance of the evidence that Nigel
willfully violated the automatic stay by filing the complaints
while knowing of the automatic stay.  However, Judge Kirscher said
the Debtor's only injuries are attorneys' fees in the total amount
of $4,200 incurred in investigating and litigating the Motion.
Insufficient evidence exists warranting an award of costs, and
insufficient evidence exists warranting punitive damages.

A copy of the Court's Feb. 8, 2013 Memorandum of Decision is
available at http://is.gd/UPBmBKfrom Leagle.com.

The bankruptcy proceeding began Nov. 19, 2010, when Robin filed a
voluntary Chapter 13 petition (Bankr. D. Mont. Case No. 10-62715).
At the Debtor's behest, the Court on Feb. 9, 2011, converted the
case to Chapter 11.


RTJJ INC: Community One Bank Fails to Block Plan Confirmation
-------------------------------------------------------------
RTJJ Inc. won confirmation of its Second Amended Plan Of
Reorganization, defeating the objection filed by Community One
Bank, N.A.  Bankruptcy Judge J. Craig Whitley also denied the
request of Community One for relief from the automatic stay.

Hearings on the Plan were held Oct. 29 to 30, 2012.

RTJJ Inc. is a small family business, which owns 62 rental houses,
apartments and undeveloped residential building lots in Gastonia,
North Carolina.  Most of these are former single-family
residences, colloquially "mill houses." More recently, these homes
have been subdivided for rental as individual apartments. Thus, a
single dwelling may be rented to multiple tenants.  RTJJ's
business is unique in the local market not just for this, but also
because it rents furnished apartments on a weekly rental basis.

The family patriarch, Harrill Jones, started RTJJ's predecessor
businesses (Harrill Jones, Inc. and Excelsior Group, Inc.) in the
1960's.  Mr. Jones' businesses prospered and for years, the
companies had a waiting list of tenants.  These companies catered
to textile worker tenants. In 1997, sons Rick, Todd, and Jeffrey
Jones incorporated RTJJ and purchased many of the Properties from
these predecessor companies.

Between 2000 and 2004, many Gaston County mills closed. The
closings adversely affected the local economy and left one-third
of the Jones' companies' rental units vacant. Meanwhile, Harrill
Jones suffered other business and investment reversals. In 2005,
Harrill Jones took his own life.

This unfortunate sequence of events left the Jones family
businesses in a tough spot.  Rick Jones, RTJJ's President, says
his father's death left the businesses with $3,500,000 in
insurance proceeds but over $7,000,000 in debt, including a
$650,000 federal tax debt.

In 2006, RTJJ purchased the remaining properties owned by Harrill
Jones, Inc. and Excelsior Group, Inc.  Community One financed the
purchases as well as the company's tax debt.

Community One's debts exist under four notes and three separate
deeds of trust, which give it a perfected mortgage debt on all but
one of RTJJ's real properties.  Creditor First National Bank of
Shelby holds a mortgage on that one other rental house.  From what
can be surmised, there never was much equity in the Properties
over Community One's loan balance, if any. It may be that the
Properties were over encumbered from the outset. Either way,
Community One's secured position suffered dramatic erosion after
the 2007 housing bubble bust and national real estate values
plummeted.

Between these events and its then high vacancy rate, RTJJ was
unable to make its monthly mortgage payments. It succeeded in
obtaining a 12-month forbearance agreement from Community One.
RTJJ used this time to remodel its properties, redirect its
business, and attempt to return to profitability. Recognizing that
the market for apartment rentals had changed, RTJJ converted a
number of its one bedroom apartments into larger two bedroom
apartments. This change improved the company's occupancy rate;
however, RTJJ was still unable to make its full mortgage payments.
Community One then instituted foreclosure proceedings against the
Properties. To stop the sale, on August 8, 2011, RTJJ filed
Chapter 11.

According to its Schedules, RTJJ owed secured debt of $3,918,967
at the filing date, no priority debt, and $43,191 of general
unsecured debt.  The claims docket as of Oct. 27, 2011 summarizes
filed claims as follows: $2,534,209 secured; $453.67 priority; and
$57,189.48 general unsecured.

Since bankruptcy, RTJJ has continued to operate the Properties
under an agreed cash collateral order with Community One. The
Debtor's postpetition operations have been quite successful.  All
concerned agree that RTJJ is a well-run company. From the two
appraisers who testified at an earlier valuation hearing, to the
Gastonia City manager, all agree that RTJJ has a very good
reputation, is well run, and is compliant with applicable housing
requirements. It is also undisputed that as the only area business
of its sort, RTJJ serves a vital need in the Gastonia low-income
housing market. Because RTJJ's Properties are located in fragile,
poor neighborhoods, Gastonia believes that loss of this business
would have a negative effect on the community, both in loss of
low-income housing and the prospect of increased crime.

Unfortunately, even at full occupancy levels, the Properties do
not generate sufficient revenues to service the mortgage debt of
Community One and First National. Thus, reorganization is
dependent on RTJJ being able to "smooth down" its secured debt to
a level that the Properties can support. With First National,
doing so has been relatively easy. RTJJ and First National agree
that its single collateral property has a value (and therefore a
secured claim) of $17,500, and an unsecured 'deficiency' of about
$7,500. The two sides have agreed on the treatment of these claims
in a plan.

The Community One situation is much more contentious. In its
Schedules, RTJJ originally valued Community One's collateral at
$864,710. However, Community One has maintained throughout the
case that its collateral was worth more than its $2,453,838 debt.
The proper valuation of the Properties and thus, Community One's
secured claim has been the crucial issue in the case.

When RTJJ filed its original plan and disclosure Statement on Jan.
18, 2012, it proposed to value Community One's collateral per 11
U.S.C Sec. 506(a) and bifurcate the debt between its secured and
unsecured portions. The secured claim was to be re-amortized and
paid in installments as a long term secured claim. The unsecured
claim would be treated with other unsecured claims and receive a
small dividend. The accompanying Disclosure Statement was approved
on March 1, 2012 and the Plan was circulated for balloting on
March 13, 2012.  A balloting response deadline was set for April
3, 2012. However, Community One was the only creditor to file a
timely ballot. It rejected the plan and further filed an objection
to confirmation.

By agreement, confirmation was then delayed to have the Properties
appraised. A valuation hearing was held on July 9, 2012. The
Properties were ascribed a fair market value of $1,471,350.
Community One holds a secured claim of the same amount. Its
remaining $982,487.00 debt is an unsecured claim.

Disappointed about not being treated as fully secured, Community
One then sought relief from stay to foreclose on its collateral.
It also objected to two late-filed unsecured ballots that accepted
the original plan, those of Simonds Sanitation (Ballot filed April
11, 2012; claim of $700) and First National (Ballot filed August
6, 2012; claim of $17,500).  It later objected to RTJJ's Balloting
Report, which counted these tardy ballots for confirmation
purposes.

RTJJ replied with its motion seeking allowance of the two ballots
and tweaked its Original Plan with amendments filed Sept. 21, 2012
and Oct. 16, 2012.

The Second Amended Plan contemplates that RTJJ will continue to
operate its business and fund plan payments through future
revenues.  Community One's $1,471,350 secured claim (Class 1) is
to be repaid with interest at 5% per annum, in monthly
installments of $8,599.32 under a 25-year amortization schedule
and with a seven year call. As filed, the Second Amended Plan
proposes to surrender three of the Properties in a "dirt for debt"
provision.  However, Community One objected to this treatment, and
at the confirmation hearing, RTJJ withdrew this proposal. RTJJ
currently proposes to retain all of the Properties and pay the
full secured portion of the claims.

Meanwhile, Community One's $982,487 unsecured claim is treated in
Class 4, together with the claims of Harill Jones, Inc., Patty M.
Jones, and the Exclesior Group. Each is the unsecured portion of a
mortgage claim.  As filed, the Second Amended Plan proposes to
give Class 4 claimants nonvoting Class B stock in satisfaction of
their unsecured claims.  Community One objected to this treatment,
suggesting that the Class B stock is worthless and noting that 11
U.S.C. Sec. 1123(a)(6) prohibits a reorganized debtor from issuing
nonvoting stock.

Again seeking to appease its lender, at the confirmation hearing
RTJJ amended the Class 4 treatment to give Community One an
immediate $50,000 cash payment in satisfaction of its Class 4
claim. All other class members (all are insiders) agreed to waive
a distribution on their Class 4 claims.

Regarding First National, the $17,500 secured portion of its
mortgage claim (Class 2) is to be paid in monthly installments
with 4.25% interest, a 20-year amortization period and a five year
call date. The remaining $7,500 balance of First National's debt
is to be treated as a Class 5 unsecured claim.

All other unsecured claims are treated in Class 5. These holders
are to receive two percent of their allowed claims payable over
five years in equal annual installments, without interest.

RTJJ's outstanding stock will be cancelled. The Jones brothers
will contribute $20,000 to the reorganized Debtor in exchange for
new Class A Common Stock. Class A Common Stock is to receive no
interest, dividends, or any other distributions while Community
One's Class 1 secured claim is outstanding (and as filed, while
the Class B Common Stock is outstanding). The Plan alternatively
proposed to auction the Class A Common Stock at the confirmation
hearing. Given the hearing amendment to Class 4, the stock
restriction is no longer applicable.

Community One has objected to confirmation of each iteration of
the Plan, including the verbal amendments offered at hearing. It
argues the following: (1) classifying its unsecured claim separate
from the Class 5 unsecured claims constitutes unfair
gerrymandering; (2) no impaired class has accepted the Second
Amended Plan as required by 11 U.S.C. Sec. 1129(a)(10); (3) this
plan is not fair and equitable under 11 U.S.C. Sec.
1129(a)(B)(ii)(a) because the interest rate to be paid on its
Class 1 secured claim is too low; and (4) this plan is not fair
and equitable as to its Class 4 unsecured claim because it
violates the absolute priority rule.  Community One objects to the
Jones brothers receiving the new Class A stock and argues that
heir $20,000 payment does not constitute "new value" under Sec.
1129(a)(B)(ii)(a).

By contrast, the other two balloting, non-insider creditors, First
National and Simonds, are satisfied with the Debtor's plan. They
believe that their treatment under the Second Amended Plan
(revised) while modest, is superior to what they could expect in
either liquidation or foreclosure.

All of RTJJ's assets are subject to the liens of Community One,
First National, or the subordinate mortgages of the other Class 4
creditors. Even at fair market values, these rental properties are
upside down at least $2,500,000. (Fair market value of $1,470,000
as compared to mortgage debt of $3,918,967.00).

The two first priority lenders, Community One and First National,
are greatly undersecured, even at fair market values. However, in
a forced liquidation or foreclosure, the Properties would fetch
far less than fair market value. The RTJJ houses are unique
assets. Generally, they are old houses.  Most have been
extensively remodeled such that a single house typically contains
multiple apartments. Because of this, these houses could not be
resold for use as single-family residences without substantial
modifications. Further, they are unlikely to be sold "as is" for
use by other landlords. There are no other landlords in the
Gastonia market who operate similar businesses (furnished units,
multiple units per house, weekly rentals). The real estate market
is weak. Because there are so many of these rental properties and
the market is so small (population of Gastonia, N.C. is only
70,000), a forced sale of the Properties would flood the low-
income real estate market and further depress already depressed
values. In a Chapter 7 liquidation or foreclosure, the seller of
the Properties would take an unbelievable "bath."

Meanwhile, RTJJ also owes administrative expenses of at least
$45,313.  Hypothetical Chapter 7 administrative expenses would run
at least this much, even assuming that the lenders would consent
to a short sale. In sum, in a liquidation or foreclosure, there
will be no distribution to unsecured creditors. Secured creditors
would recover much less than the secured portion of their claims.
Notwithstanding the obvious deleterious effects of a foreclosure,
unless RTJJ can pay its entire $2.5 million debt, Community One
wants to pursue this course. Its motivation appears to have little
to do with RTJJ or the merits of the Second Amended Plan.

Like many community banks that before the real estate crash had
made too many real estate and development loans, Community One has
had its own problems of late. At the confirmation hearing, RTJJ
introduced several pieces of evidence bearing on the bank's woes.
Among this evidence, as of March 31, 2011, the Bank was
categorized as "critically undercapitalized." and was almost
closed by the Office of the Controller of the Currency.  It, a
sister bank, and their holding company have been operating under
OCC supervision for some time. Given this, and because Community
One's demands are alternatively unrealistic (the demand to be paid
as a fully secured creditor per the original loan terms), or self
destructive (the request to foreclose), RTJJ believes that the
Bank's actions are based on regulatory pressures and not on the
merits of the Plan.  On this record, it appears that RTJJ is
correct, the Court noted.

A copy of the Court's Feb. 6, 2013 Order is available at
http://is.gd/ee8IElfrom Leagle.com.

RTJJ, Inc., based in Gastonia, North Carolina, filed for Chapter
11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32050) on Aug. 8, 2011.
Judge J. Craig Whitley oversees the case.  James H. Henderson,
P.C., serves as the Debtor's counsel.  In its petition, the Debtor
estimated under $1 million in assets, and between $1 million to
$10 million in debts.  A list of the Company's 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ncwb11-32050.pdf The
petition was signed by Rick L. Jones, president.

Community One Bank is represented in the case by Douglas (Doug) R.
Ghidina, Esq., and Caroline Hubbell Yingling, Esq. --
dougghidina@mvalaw.com and carolineyingling@mvalaw.com -- at Moore
& Van Allen.


SCHOOL SPECIALTY: Lee Munder Files Amended Schedule 13G with SEC
----------------------------------------------------------------
Lee Munder Capital Group LLC filed with the U.S. Securities and
Exchange Commission an amended Schedule 13G, a copy of which is
available for free at http://is.gd/tuJkzs

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Dimensional Fund Discloses 7.4% 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 1,426,575 shares of
common stock of School Specialty Inc. representing 7.44% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/AUNHYA

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SEARS HOLDINGS: Holds 51% Equity Stake in Sears Canada Inc.
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sears Holdings Corporation, Sears Canada Holdings
Corp., Sears International Holdings Corp., Sears, Roebuck and Co.,
and SHLD Acquisition Corp. disclosed that, as of Dec. 31, 2012,
they beneficially own 51,962,391 shares of common stock of Sears
Canada Inc. representing 51% based upon 101,877,662 shares
outstanding as of Nov. 15, 2012, as disclosed in the Company's
Current Report on Form 6-K that was filed by the Company with the
Securities and Exchange Commission on Nov. 16, 2012.  A copy of
the regulatory filing is available at http://is.gd/ufderp

                            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.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SELECT MEDICAL: Moody's Rates Proposed Senior Term Loan 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 45%) rating to
Select Medical Corporation's proposed senior secured term loan due
2016. Moody's understands that the proceeds of the new term loan
will be used to refinance the company's 7.625% senior subordinated
notes due 2015 and the senior floating rate notes due 2015 issued
by Select Medical Holdings Corporation. Select Medical Corporation
is a wholly owned subsidiary of Select Medical Holdings
Corporation.

Moody's also lowered the rating on the company's existing senior
secured debt to B1 (LGD 3, 45%). This reflects the fact that the
senior secured bank debt will represent the preponderance of
obligations in the capital structure following the planned
redemption and the elimination of the subordinated debt. The
subordinated debt had provided first loss absorption as it had
been contractually and structurally subordinated to the bank debt.
Moody's will withdraw the ratings on the senior subordinated notes
and senior floating rate notes once they are retired.

Moody's affirmed the remaining ratings of the company, including
the B1 Corporate Family Rating, B1-PD Probability of Default
Rating and SGL-2 Speculative Grade Liquidity Rating.

Following is a summary of Moody's rating actions.

Ratings assigned:

Select Medical Corporation:

  Senior secured term loan due 2016, B1 (LGD 3, 45%)

Ratings downgraded:

Select Medical Corporation:

  Senior secured revolving credit facility expiring 2016, to B1
  (LGD 3, 45%) from Ba3 (LGD 3, 38%)

  Senior secured term loan B due 2018, to B1 (LGD 3, 45%) from
  Ba3 (LGD 3, 38%)

Ratings affirmed:

Select Medical Corporation:

  7.625% senior subordinated notes due 2015, at B3 (LGD 5, 87%)

Select Medical Holdings Corporation:

  Senior floating rate notes due 2015, at B3 (LGD 6, 94%)

  Corporate Family Rating, at B1

  Probability of Default Rating, at B1-PD

  Speculative Grade Liquidity Rating, at SGL-2

Ratings Rationale:

Select's B1 Corporate Family Rating reflects the company's
moderately-high leverage, as well as its reliance on the specialty
hospital segment for the majority of its EBITDA, which presents
risk given the concentration of revenue from Medicare. The rating
also reflects Moody's consideration of Select's considerable scale
and position as one of the largest long-term acute care and
outpatient rehabilitation providers in the US. Ratings also
reflect Moody's expectation that the company will continue to
generate strong free cash flow that can be used to repay debt and
invest in growth opportunities.

The rating could be upgraded if Moody's expects the company to
maintain leverage below 4.0 times either through additional debt
repayment or EBITDA growth. Moody's would also have to be
comfortable that the current operations could absorb negative
regulatory developments at the higher rating level or see evidence
that the regulatory environment was becoming more benign.

Moody's could downgrade the rating if adverse developments in
Medicare regulations or reimbursement result in significant
deterioration in margins or cash flow coverage metrics, or if the
company completes a material debt financed acquisition or
shareholder initiative. More specifically, Moody's could downgrade
the rating if leverage is expected to rise and be sustained above
5.0 times.

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

Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care hospital services and inpatient
acute rehabilitative care through its specialty hospital segment.
The company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. Select Medical Corporation is a wholly owned subsidiary
of Select Medical Holdings Corporation. For the year ended
December 31, 2012, Select recognized net revenue in excess of $2.9
billion.


SIONIX CORP: Has 99.3 Million Common Shares Resale Prospectus
-------------------------------------------------------------
Sionix Corporation filed with the U.S. Securities and Exchange
Commission a Form S-1 prospectus covering the resale by
Bonanza Creek Partners, LP, Jeffrey Crouth, Jeffrey Fleeman, et
al., of up to 99,352,206 shares of the Company's common stock
which include:

   * 10,164,706 shares of common stock issued as a result of the
     conversion of the Company's 8% convertible notes;

   * 58,250,000 shares of common stock underlying 10% convertible
     notes;

   * 5,125,000 shares of common stock underlying 10% convertible
     notes related to the penalty for filing this Form S-1 late;
     and

   * 25,812,500 shares of common stock underlying common stock
     purchase warrants.

The Company's common stock is quoted by the Over-the-Counter
Bulletin Board under the symbol "SINX."  On Feb. 1, 2013, the
closing price per share of the Company's common stock was $0.02.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/gyb2H8

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SMART & FINAL: Term Loan Amendment No Impact on Moody's 'B3' CFR
----------------------------------------------------------------
Moody's Investors Service said that Smart & Final Holdings Corp.'s
announcement that it is seeking an amendment to reduce the coupon
of its $525 million first lien term loan will not have any
immediate effect on the B3 corporate family rating or stable
outlook of its parent SF CC Intermediate Holdings, Inc. The
amendment will also not affect the Ba2 rating of the company's ABL
revolving credit facility, the B3 rating of the first lien term
loan facility or the Caa2 rating of the second lien term loan
facility.

The principal methodology used in rating SF CC Intermediate
Holdings, Inc. 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.

Smart & Final Holdings Corp. is headquartered in Commerce,
California, and operates 235 non-membership warehouse club stores
serving retail and commercial customers in six western states and
northern Mexico under the Smart & Final and Cash & Carry banners.


SOMERSET THOR: Updated Case Summary & Creditors' Lists
------------------------------------------------------
Lead Debtor: Somerset Thor Building Realty Holdings, LP
             237 South Street
             Morristown, NJ 07962-2049

Bankruptcy Case No.: 13-12660

Chapter 11 Petition Date: February 11, 2013

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
S B Building Associates                13-12682
Limited Partnership
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
SB Milltown Industrial Realty          13-12685
Holdings, LLC
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Alsol Corporation                      13-12689
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Lawrence S. Berger, president of
general partner and authorized agent.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
400 Blair Realty Holdings, LLC         11-37887   09/23/11
Berley Associates, Ltd.                12-32032   09/05/12
Route 88 Office Associates, Ltd.       12-32431   09/11/13

A. A copy of Somerset Thor Building's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/njb13-12660.pdf

B. A copy of S B Building's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb13-12682.pdf

C. A copy of SB Milltown's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb13-12685.pdf

D. A copy of Alsol Corporation's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb13-12689.pdf


STARZ LLC: Sony Output Deal No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------
Moody's Investors Service said Starz, LLC's announced five-year
extension of its first-run premium pay-TV output agreement with
Sony Pictures Entertainment ensures an important source of
programming through at least 2021 and is credit positive for the
premium cable network. Starz's Ba2 Corporate Family Rating and
stable rating outlook are not affected.

The principal methodology used in rating Starz was the Global
Broadcast and Advertising Related Industries 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.

Starz, headquartered in Englewood, Colorado, supplies television
and movie programming to U.S. multichannel video distributors
including cable, direct broadcast satellite, and telecommunication
service providers. Primary operations consist of the Starz and
Encore premium cable networks. Starz Media operates home video and
theatrical distribution businesses as well as other programming-
related services including managing for a distribution fee the
ancillary revenue and expenses of Starz's original programming
content. Revenue for the 12 months ended September 2012 was
approximately $1.6 billion.


STEREOTAXIS INC: Franklin Resources Holds 19.2% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Franklin Resources, Inc., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,636,640 shares of common stock of Stereotaxis, Inc.,
representing 19.2% of the shares outstanding.  Franklin Resources
previously reported beneficial ownership of 1,636,640 common
shares or a 19.4% equity stake as of Sept. 30, 2012.  A copy of
the amended filing is available at http://is.gd/20gAle

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.


TEAM FINANCIAL: FDIC Expert Testimony Barred in Tax Refund Suit
---------------------------------------------------------------
In the action styled, TEAM FINANCIAL INC., TEAM FINANCIAL,
ACQUISITION SUBSIDIARY, INC., and POST BANCORP, INC., Plaintiffs,
v. FEDERAL DEPOSIT INSURANCE CORPORATION, Defendant, Adv. Proc.
No. 09-5084 (Bankr. D. Kan.), Chief Bankruptcy Judge Robert E.
Nugent issued an order sustaining the Plaintiffs' objection to
admission of expert testimony proffered by the FDIC.

The plaintiffs are bank holding companies and members of a
consolidated tax group.  They filed the adversary proceeding to
determine whether $4.0 million in tax refunds generated by certain
consolidated tax returns are property of the bankruptcy estates
under a 2008 Tax Allocation Agreement and whether those refunds
are subject to turnover.  The FDIC contends that as the receiver
of the failed banks once owned by the holding companies, it is
entitled to recover the tax refunds as property of the banks.
During pretrial proceedings, the FDIC designated two attorneys as
expert witnesses whose opinions are proffered regarding the proper
interpretation of the TAA.  The debtors object to the admission of
that expert testimony. The proffered opinions are legal opinions
on matters within the competence of the Court as the trier of law
and are therefore inadmissible as expert opinions.

In March 2009, the FDIC was appointed receiver for the debtors'
failed banks.  The debtors filed separate chapter 11 petitions on
April 5, 2009 and commenced the adversary proceeding on May 22,
2009.  During the pendency of this litigation, the parties agreed
that plaintiffs would file the necessary tax returns and any tax
refunds collected would be held in a segregated bank account,
pending a determination of the parties' respective interests
therein.  The Debtors have filed their disclosure statement and
chapter 11 plan of liquidation; the tax refunds at issue are the
primary asset of the bankruptcy estates and an evidentiary hearing
on confirmation will be deferred until the adversary is resolved.

FDIC moved for partial summary judgment early on, contending that
under the TAA as interpreted in light of Treas. Reg. Sec. 1.1502-
77, Team Financial holds the tax refunds as agent or trustee for
the consolidated tax group and for the benefit of the affiliated
entities, and thereby has nothing more than bare legal title to
the funds, effectively excluding them from Team Financial's
bankruptcy estate by operation of 11 U.S.C. Sec. 541(d). In a
Memorandum Opinion issued April 27, 2010, the Court rejected the
FDIC's position and denied the motion.  During discovery, the FDIC
designated two expert witnesses to opine on the meaning of the
TAA.  The Team Financial plaintiffs objected. Discovery is
completed, the final pretrial order was entered on Dec. 4, 2012,
and the matter is set for trial beginning on March 4, 2013.

A copy of the Court's Feb. 7, 2013 Order is available at
http://is.gd/kpCdOSfrom Leagle.com.

                        About Team Financial

Team Financial Inc. is a financial holding company. The Company
offers a range of community banking and financial services through
21 locations in Kansas, Missouri, Nebraska and Colorado through
its banking subsidiaries, Team Bank and Colorado National Bank.
Its presence in Kansas consists of nine locations in the Kansas
City metropolitan area and three locations in southeast Kansas.
The Company operates at two locations in south-western Missouri,
three in metropolitan Omaha, Nebraska, and four in metropolitan
Colorado Springs, Colorado. The Company offers financial services
to its retail and commercial banking customers including personal
and corporate banking services, mortgage banking, trust and estate
planning, and personal investment financial counseling services.

Team Financial and subsidiaries, Team Financial Acquisition
Subsidiary, Inc., and Post Bancorp, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Kansas Case Nos. 09-10925 to
09-10927).  Edward J. Nazar, Esq., at W. Thomas Gilman, Esq., at
Redmond & Nazar, L.L.P., in Wichita, Kansas, represent the Debtors
as counsel. In its petition, Team Financial Inc. listed $692,410
in total assets and $26,681,000 in total debts.


TELETOUCH COMMUNICATIONS: Obtains $6MM Revolver Loan From DCP
-------------------------------------------------------------
Teletouch Communications, Inc., said that after the market close
on Friday, Feb. 8, 2013, it entered into a new, two-year, $6
million senior secured asset-based revolving credit facility, with
a starting interest rate of 14% per annum, such facility also
providing for an additional multiple use, short term loan facility
of up to $2 million per loan for special order inventory purchase
transactions with DCP Teletouch Lender, LLC, a special purpose
entity created by New York-based, Downtown Capital Partners, LLC.

The Revolver contemplates interest rate reductions of 1% per
quarter (to a minimum of no less than 11%) in the event the
Company achieves certain minimum quarterly EBITDA targets.  The
Term Loans component of the DCP Loan Facility is designed to
satisfy out-of-cycle customer orders to facilitate inventory
purchases at times and prices favorable to the Borrower.  The Term
Loans are not a committed credit facility and the financial terms,
including interest rates and fees of each of any such Term Loans
will be determined on a case-by-case basis and remain entirely
within the discretion of the Lender.  The DCP Credit Facility may
be extended by one additional year at the Company's sole election,
providing for an up to three year total term.  Teletouch is using
the initial funds drawn from the facility to replace and pay-down
its original loans and indebtedness with Thermo Credit LLC; pay
closing costs associated with the financing; and, use the
remainder for general corporate and working capital purposes.  New
York City-based, Bryant Park Capital, Inc., acted as exclusive
financial advisor to Teletouch for the transaction.

As prior reported, the Thermo Facility was originally set to
mature in January 2013.  However, at the start of 2012, Thermo
Credit informed the Company that it was not in compliance with its
own borrowing base facility with Capital One Bank, N.A., and could
no longer lend additional monies or fulfill any further revolving
credit obligations to the Company.  Subsequently, the parties
entered into various negotiations and agreements, whereby the
maturity of the Thermo Facility was reset to August 2012, while
the Company worked to replace the Thermo Facility altogether.  As
a party to this new transaction, Thermo and the Company entered
into Amendment No. 6, pursuant to which Teletouch agreed to apply
at the closing of the DCP Credit Facility, $4 million from the
proceeds of the financing, thereby reducing the current balance on
the prior Thermo Facility from $7.148 million to a current new
principal balance of $3.148 million.

"Although the process has been extremely challenging, the new $6
million asset-based revolving loan facility, combined with the
potential of the additional $2 million-per-transaction stand-by
term loan facility, positions the Company well to take advantage
of the various components of its emerging wholesale distribution
business," stated T. A. "Kip" Hyde, Jr., president, chief
operating officer and Director of Teletouch.  "Just as important,
firmly resolving the ongoing credit matters with Thermo Credit now
allows our management team to focus on growing the business,
especially with the greater flexibility and additional credit
lines that our new lender provides. Completing this new credit
facility was a team effort, and we look forward to growing the
business together."

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at Nov. 30, 2012, showed $11.35
million in total assets, $18.11 million in total liabilities and a
$6.75 million total shareholders' deficit.


TITAN PHARMACEUTICALS: First Eagle Discloses 9.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, First Eagle Investment Management, LLC,
disclosed that, as of Dec. 31, 2012, it beneficially owns
7,446,205 shares of common stock of Titan Pharmaceuticals, Inc.,
representing 9.9% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/vUwLol

                      About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TRANSDIGM INC: S&P Assigns 'BB-' Rating on New $2.51BB Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
TransDigm Inc.'s proposed $2.51 billion senior secured first-lien
credit facility.  The '2' recovery rating indicates S&P's
expectations of a substantial (70%-90%) recovery in the event of
payment default.  The facility consists of a $310 million revolver
and $2.2 billion term loan, and the company plans to use the
proceeds to refinance their existing credit facility.  The
refinancing will extend the maturity of the revolver by three
years and the term loan by two years and also result in a minimal
debt increase of approximately $30 million.

S&P's ratings on TransDigm reflect its well-established positions
in niche markets for highly engineered aircraft components,
efficient operations, very high profit margins, good product
diversity, participation in the cyclical and competitive
commercial aerospace industry, and "adequate" liquidity (as
defined in S&P's criteria).  S&P assess the company's business
risk profile as "fair" and its financial risk profile as "highly
leveraged."

For the complete recovery analysis, please see the recovery report
on TransDigm, to be published on RatingsDirect following this
report.

RATINGS LIST

TransDigm Inc.
Corporate credit rating      B+/Stable/--

New Ratings

TransDigm Inc.
Senior secured
  $310 mil revolver           BB-
   Recovery rating            2
  $2.2 bil term loan          BB-
   Recovery rating            2


TRILLIUM FAMILY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Trillium Family Solutions, Inc.
        624 Market Ave., N.
        Canton, OH Canton

Bankruptcy Case No.: 13-60278

Chapter 11 Petition Date: February 11, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Ave., N.W.
                  Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  E-mail: ajdlaw@sbcglobal.net

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohnb13-60278.pdf

The petition was signed by Kathy Trubisky, president/CEO.


UNIVERSAL HEALTH: Hearing Today on BankUnited Bid for Dismissal
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing today, Feb. 14, to
consider an emergency motion of BankUnited, N.A., for dismissal of
Universal Health Care Group Inc.'s Chapter 11 case, or in the
alternative, relief from the automatic stay.

BankUnited, the administrative agent for lenders owed $36.5
million, explains that Universal's assets and the bank's
collateral are the equity interests in insurance company Universal
Health Care Insurance Co., Inc. -- UHCIC -- and health maintenance
organizations Universal Health Care, Inc. -- UHC -- Universal HMO
of Texas, Inc., and Universal Health Care of Nevada.

The bank claims that the Debtor's bankruptcy filing was designed
to disrupt the bank's scheduled sale of the equity interests under
Article 9 of the Florida Uniform Commercial Code, which was set
Feb. 19.  The Article 9 Sale was properly noticed and was intended
to, among other things, avert the expedited liquidation of UHC and
UHCIC for their longstanding failure to maintain more than $68
million in capital surplus statutorily required under Florida law.

As a result of the Debtor's filing, however, Florida regulators
has commenced two separate state court proceedings in Leon County,
Florida, which seek to place both UHC and UHCIC into receivership.

As such, pursuant to section 631.041(1)(a) of the Florida
Statutes, "the commencement or continuation of judicial,
administrative, or other action or proceeding against the insurer
or against its assets or any part thereof" is immediately stayed.

Similarly, regulators with the Texas Department of Insurance have
informed counsel to BankUnited that they intend to immediately
commence a proceeding to place Universal of Texas into
receivership.  It is expected that the State of Nevada will follow
suit.

BankUnited notes that regulators' authority over the insurance
company and the HMOs is not impacted by the Debtor's filing.  Upon
being placed into receivership, the members or participants that
form the basis for the revenues of all of the Debtor's
subsidiaries will be reassigned to other statutorily eligible HMOs
or insurance companies by the Center for Medicare and Medicaid
Services, with no value flowing to the estate.  As a result,
Universal holding company will end up with no assets.

"Stated differently, absent authorization to immediately proceed
with the Article 9 Sale, the Pledged Equity Interests will be
rendered worthless shares of stock in entities with no members, no
revenues, and no ability or authority to conduct business,"
BankUnited says in court filings.

Accordingly, the bank wants the Chapter 11 case of the holding
company dismissed so it can complete foreclosure of the operating
companies.  The bank says that if it forecloses, it may be able to
stop the receivership of the operating companies, sell the
businesses, and thus preserve some of its collateral.

BankUnited is represented by:

         Frank P. Terzo, Esq.
         Steven J. Solomon, Esq.
         Fernando J. Menendez, Esq.
         GRAYROBINSON, P.A.
         1221 Brickell Avenue, Suite 1600
         Miami, FL 33131
         Tel: (305) 416-6880
         Fax: (305) 416-6887

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL HEALTH: BankUnited Seeks Bar on Use of Cash, Tax Refund
-----------------------------------------------------------------
BankUnited, N.A., filed a motion asking the Bankruptcy Court to
enter an order pursuant to Sections 363(c)(2), 363(e) and 105(a)
of the Bankruptcy Code prohibiting debtor Universal Health Care
Group, Inc., from using cash collateral.

BankUnited says it does not consent to the Debtors' use of cash
collateral.  Although the Debtor has not requested access to cash
collateral, the bank seeks to protect its interests and ensure
that the secured parties' cash collateral, including, but not
limited to, any dividend distributions from the regulated
subsidiaries' to the Debtor are not used to pay expenses or fees
in connection with the Chapter 11 case.

BankUnited, the administrative agent for lenders owed
$36.5 million, explains that Universal's assets and the bank's
collateral are the equity interests in insurance company Universal
Health Care Insurance Co., Inc. -- UHCIC -- and health maintenance
organizations Universal Health Care, Inc. -- UHC -- Universal HMO
of Texas, Inc., and Universal Health Care of Nevada.

In addition, BankUnited says it has been advised that the Debtor
anticipates receiving a consolidated income tax refund of
$5,000,000 in the near future.  BankUnited wants the Court to
prohibit the Debtor from distributing the tax refund, or any
portion thereof.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL HEALTH: Taps Katten Muchin as General Bankruptcy Counsel
------------------------------------------------------------------
Universal Health Care Group, Inc., filed an application to employ
Katten Muchin Rosenman LLP as general bankruptcy counsel, nunc pro
tunc to the Petition Date.

Katten has represented the Debtor previously with respect to the
negotiation of a secured credit facility.  As a result of the
foregoing, Katten has become intimately familiar with the Debtor's
business, corporate and capital structure, and its financial
posture.

The Debtor believes the employment of Katten will enhance and will
not duplicate the services to be provided by the Debtor's local
general bankruptcy counsel, Strichter, Riedel, Blain & Prosser,
P.A., and the employment of other professionals retained by the
Debtor to perform specific tasks that are unrelated to the work to
be performed by Katten.

Katten intends to (a) charge for its legal services in tenths of
hours in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered and (b) seek
reimbursement of actual and necessary out-of-pocket expenses.

Katten has advised the Debtor that the current hourly rates for
the attorneys proposed to actively represent the Debtor are:

      Professional          Hourly Rate
      ------------          -----------
      Kenneth E. Noble          $850
      Jeff J. Friedman          $880
      Matthew W. Olsen          $650
      Kevin M. Baum             $430
      Bertrand J. Choe          $410

Generally, Katten's hourly rates are in these ranges:

      Title                 Hourly Rate
      -----                 -----------
      Partners              $645 to $1,090
      Associates            $345 to $665
      Paralegals            $160 to $420

The Debtor believes Katten and its attorneys are "disinterested"
as required by Section 327(a) of the Bankruptcy Code and
Bankruptcy Rule 2014.

The Debtor's bankruptcy attorneys can be reached at:

         KATTEN MUCHIN ROSENMAN LLP
         575 Madison Avenue
         New York, NY 10022

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVITA HEALTH: Weak Performance Cues Moody's to Cut CFR to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for Univita Health, Inc., to B3 from B2. The company's Probability
of Default Rating of B3-PD and the B2 (LGD 3, 34%) rating on the
$220 million senior secured credit facilities were affirmed. The
rating outlook is stable.

The rating actions are as follows:

Rating downgraded:

  Corporate Family Rating downgraded to B3 from B2

Ratings affirmed and Loss Given Default point estimate adjusted:

  Probability of Default Rating at B3-PD

  $20 million senior secured revolving credit facility expiring
  2016 at B2 (LGD 3, 34%)

  $200 million senior secured term loan due 2017 at B2 (LGD 3,
  34%)

Ratings Rationale:

The downgrade of CFR to B3 reflects the company's weak operating
performance that continues to fall short of budget and Moody's
expectation, and the resultant deterioration in credit metrics and
weakened liquidity. The company's revenue and EBITDA growth are
tracking below expectations due to delays in implementing new
contracts within its Integrated Homecare segment, while at the
same time infrastructure investments are increasing in part due to
the recent acquisition within this segment. In addition, Moody's
is concerned about the deteriorating margin trend -- which
accelerated in the most recent quarter, largely caused by increase
in homecare service utilization rates and company's inability to
offset the negative impact in a timely manner. Since the majority
of Univita's homecare services are provided under flat-rate
capitated contracts, higher volume (utilization rate) will lead to
lower profitability. Moody's expects that the downward margin
pressure will likely persist for the foreseeable future,
offsetting the modest revenue growth expected for the next year.
As a result, Moody's does not expect the company's credit metrics
will meaningfully recover in the next 12 months. As of September
30, 2012, the company's leverage was around 5.5x and its free cash
flow was negative.

Univita's B3 Corporate Family Rating is constrained by its
relatively small scale, geographic concentration in Florida and
high customer/product concentration -- all limiting factors that
make it vulnerable to margin pressure. The rating also
incorporates ongoing execution risks associated with company's
growth strategy and lingering reimbursement pressures facing many
of its payers. Moody's expects that the company's leverage will
remain high at above 5.0 times and interest coverage weak at
around 1.0x (EBITDA-Capex/interest) in the near to medium term.
Positive rating consideration is given to Univita's good revenue
visibility associated with its Insurance Administration Services
(around 30% of its total revenues) and stable customer
relationships in this segment.

The stable outlook reflects Moody's expectation that Univita's
EBITDA will increase very modestly next year, driven by top-line
growth from the homecare segment offset by continued margin
pressures due to the utilization headwinds and unfavorable product
mix. The stable outlook also incorporates some volatility in
future revenue and earnings -- typical for a small growth oriented
company like Univita. Moody's also expects the company to reverse
its negative free cash flow to break-even or slightly positive and
maintain undisrupted access to its revolving credit facility over
the next 12 months. Moody's notes that the cushion under financial
covenants will tighten in the fourth quarter 2013 due to scheduled
adjustment, however, the rating agency does not expect a covenant
breach at this time.

The ratings could face downward pressure if Univita is unable to
stabilize margins or reverse its negative free cash flow.
Deterioration of liquidity for any reason could result in a
downgrade. A loss of significant contracts/customers could also
exert negative pressure on ratings. Quantitatively, the rating
could be downgraded if debt/EBITDA increases above 6 times or
(EBITDA-Capex)/interest fails to improve and remain above 1.1x.

An upgrade is unlikely over the near-term, given the company's
small revenue base, earnings volatility and unfavorable industry
headwinds from reimbursement cuts. Over the medium term, a
material expansion of the revenue base, stabilization of margins
and an improvement in credit metrics leading to sustained leverage
in the low 4 times range to compensate for size could result in a
rating upgrade.

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.

Headquartered in Eden Prairie, MN, Univita operates in three
areas. Its Integrated Home Care unit provides sub-acute healthcare
services to patients in their homes. Its Insurance Administration
Services unit provides BPO services including application
processing, underwriting services and policy administration claims
services on behalf of insurers. Its Engagement unit provides
health assessments and care planning services to enable
independent aging. Univita is majority owned by financial sponsor
Genstar Capital, LLC and management.


VIGGLE INC: To Issue Additional 15 Million Shares Under Plan
------------------------------------------------------------
Viggle Inc. filed a Form S-8 with the U.S. Securities and Exchange
Commission for the purpose of registering an additional 15,000,000
shares of common stock which may be issued as a result of an
increase in the number of shares issuable under the Company's 2011
Executive Incentive Plan.  The board of directors of the Company
amended the Plan to increase the total number of shares issuable
under the Plan to 30,000,000 shares.  A copy of the Form S-8
prospectus is available for free at http://is.gd/aBO6qo

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VISUALANT INC: Incurs $701,000 Net Loss in Dec. 31 Quarter
----------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $700,936 on $2.05 million of revenue for the three
months ended Dec. 31, 2012, as compared with a net loss of
$554,866 on $1.81 million of revenue for the same period a year
ago.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.69 million
in total assets, $4.94 million in total liabilities, $38,490 in
noncontrolling interest and a $280,232  total stockholders'
deficit.

"The Company anticipates that it will record losses from
operations for the foreseeable future.  As of December 31, 2012,
our accumulated deficit was $14.6 million.  The Company has
limited capital resources, and operations to date have been funded
with the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about our ability to continue
as a going concern.  The audit report prepared by our independent
registered public accounting firm relating to our financial
statements for the year ended September 30, 2012 includes an
explanatory paragraph expressing the substantial doubt about our
ability to continue as a going concern."

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.

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

                         http://is.gd/Pfxdj0


                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.


WESTMORELAND COAL: T. Rowe Price Discloses 5.4% 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 772,800 shares of
common stock of Westmoreland Coal Co. representing 5.4% of the
shares outstanding.  T. Rowe Price previously reported beneficial
ownership of 774,320 common shares or a 5.6% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/CjGidH

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $971.15
million in total assets, $1.22 billion in total liabilities and a
$252.74 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WHITTYMORE LLC: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Whittymore, LLC
        1943 E. US Highway 50
        Brownstown, IN 47220

Bankruptcy Case No.: 13-90281

Chapter 11 Petition Date: February 11, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Caroline Ellona Richardson, Esq.
                  David H Kleiman, Esq.
                  Wendy D. Brewer, Esq.
                  BENESCH FRIEDLANDER COPLAN ARONOFF LLP
                  One American Square, #2300
                  Indianapolis, IN 46282
                  Tel: (317) 632-3232
                  Fax: (317) 632-2962
                  E-mail: crichardson@beneschlaw.com
                          dkleiman@beneschlaw.com
                          wbrewer@beneschlaw.com

Scheduled Assets: $5,249,500

Scheduled Liabilities: $7,492,959

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/insb13-90281.pdf

The petition was signed by Dillard Whittymore, III, owner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dillard Whittymore, III                12-91998   09/10/12


ZALE CORP: Dimensional Fund Discloses 8.4% 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 2,704,438 shares of
common stock of Zale Corp. representing 8.36% of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 2,414,259 common shares or a 7.5% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                         http://is.gd/bwtyro

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

Zale Corp's balance sheet at Oct. 31, 2012, showed $1.33 billion
in total assets, $1.18 billion in total liabilities and $151.96
million in total stockholders' investment.


* More Stable Airlines Fly Out of Mergers
-----------------------------------------
Susan Carey, Jack Nicas and Mike Spector, writing for The Wall
Street Journal, reported that the U.S. airline industry is
starting to fly high again as an expected merger agreement between
AMR Corp. and US Airways could end the latest chapter on
consolidation that has helped to stabilize an industry troubled
for decades.

WSJ said the $10 billion-plus deal would follow three other
industry mega-mergers since 2008, a period of consolidation that
has produced a healthier industry with the prospects of
sustainable profitability and investment-grade credit ratings.
Travelers would have fewer airline choices -- an AMR-US Airways
merger would leave four airlines controlling about 83% of domestic
seats -- but potentially the benefits of greater reliability and
airline investments, the report added.

WSJ, citing people familiar with the matter, said the AMR and US
Airways boards are scheduled to meet separately on Wednesday to
consider the merger plan, which could be announced later that day
or on Thursday if the timing doesn't slip. US Airways Chief
Executive Doug Parker would run the combined carrier as CEO, while
AMR CEO Tom Horton would become nonexecutive chairman for a
limited period. Current talks are focused on the length of Mr.
Horton's term, the makeup of the new board and potential
compensation for the airline's new management and other employees,
these people said.


* Libor Scrutiny Turns to Middlemen
-----------------------------------
Jean Eaglesham and Evan Perez, writing for The Wall Street
Journal, reported that U.S. regulators are widening their probe of
global interest-rate-rigging by scrutinizing what they claim is a
pivotal role of two U.K. brokerage firms in the scandal, people
close to the investigation say.

WSJ said the Justice Department and Commodity Futures Trading
Commission are examining ICAP PLC and R.P. Martin Holdings Ltd.,
so-called interdealer brokers that are go-betweens for banks
seeking buyers or sellers for hard-to-trade assets.  The brokers,
both with headquarters in London, also help some banks decide
their submissions for the London interbank offered rate, or Libor,
and other benchmarks that underpin trillions of dollars in
mortgages and other financial contracts.  While neither firm has
been accused of wrongdoing, regulators allege that some of their
employees were crucial in helping specific traders rig submissions
by banks of estimated borrowing costs in different currencies, the
report said.

According to the WSJ report, U.S. officials made references to
ICAP and R.P. Martin in documents released as part of recent
settlements by UBS AG and Royal Bank of Scotland Group, PLC,
without identifying the brokerage firms.


* U.S. Banks' Bulk Distressed Loan Sales to Grow, Fitch Reports
---------------------------------------------------------------
U.S. banks holding large levels of nonperforming assets (NPAs) on
their balance sheets are likely to pursue more bulk sales of
distressed loans this year and next, according to Fitch Ratings.
Four years after non-accruals began to spike during the financial
crisis, many smaller institutions with large residual NPA
balances, particularly related to commercial loans, will be in a
better position to use bulk sales to strengthen balance sheets if
market liquidity and asset pricing continue to improve in 2013.

"We see tightening risk spreads reflecting an influx of yield-
starved investors such as hedge funds, high-yield asset managers,
and other lightly regulated entities seeking higher returns in a
continued low interest rate environment," Fitch says.

"Recent asset dispositions by U.S. banks, including Synovus
Financial (SNV), SunTrust (STI), and Hancock Holding Co. (HBHC)
point toward a more active market for distressed assets. Synovus
began a distressed asset disposition sale in 2009, but hadn't done
a bulk loan sale since 2010 when many other institutions were
attempting to unload underperforming assets. The company sold $530
million in NPAs in fourth-quarter 2012, realizing $155 million in
related chargeoffs, or a 30% loss rate. We note that many of the
NPAs had likely already been written down from their respective
unpaid balance. However, this appears to be an improvement from
SNV's last outsized NPA sale in fourth-quarter 2010 when it sold
$573 million of assets with a 40% loss rate."

Meanwhile, STI sold $706 million in distressed real estate loans
in the last few months of 2012, taking a similar level of charge
downs at just under 30% of carrying value. In order to further
clean up credit quality metrics, the company sold $2.0 billion of
government-guaranteed student loans in the third- and fourth-
quarter of 2012, some of which were delinquent.

Successful sales will allow banks to focus more attention on core
banking activities, while lowering fixed costs related to the
retention of nonperforming real estate loans (including real
estate taxes, property insurance, maintenance, and work-out
staff). Hancock's $40 million bulk asset sale in the fourth
quarter was done with these cost-savings factors in mind as
communicated by management on its quarterly earnings call. HBHC
noted that it will continue to evaluate NPA sales going forward.

According to FDIC data, U.S. banks had $65 billion of commercial
loans on non-accrual status as of Sept. 30, 2012, the majority of
which are related to commercial real estate (CRE). In addition,
banks reported approximately $41 billion in other real estate
owned (OREO).

Fitch says, "We expect banks with stubbornly high commercial-
related NPAs to accelerate sales activity over the next 12 to 18
months, particularly as many CRE loans originated prior to the
crisis approach maturity. Additional scrutiny of loss reserve
positions by bank regulators, as well as the absence of access to
attractive financing, may also increase pressure on more small and
midsize banks to unload NPAs. Sales also make sense for banks in
closing out regulatory actions related to asset quality.

"Many institutions will likely view the successful completion of a
bulk loan sale as critical in validating loan carrying values and
reserves, while demonstrating their ability to work down NPA
balances over time. As risk spreads for NPAs continue to tighten,
many banks will likely capitalize on a window of opportunity in
the secondary market, with many prospective buyers of commercial
assets more willing to boost bids in a more stable CRE
environment.

"Ultimately, we believe that most of the benefits driven by better
liquidity and pricing in bulk loan sales will be realized by
institutions with commercial-heavy balance sheets. Institutions
with more of a consumer-lending focus will be less likely to
follow the bulk sales route, since spreads on consumer loans have
not tightened as significantly given favorable consumer protection
laws in many states."


* Moody's Notes Decline of High-Yield Bond Covenant Protections
---------------------------------------------------------------
The covenant quality of North American high-yield bonds continued
to slide in January, Moody's Investors Service says in its second
monthly report on its recently launched Covenant Quality Index.
The index shows that covenant quality began to erode last July, at
the same time that high-yield bond issuance started to climb.

"Our three-month rolling average CQI deteriorated to 3.89 in
January from 3.79 in December," says Alexander Dill, Head of
Covenant Research at Moody's and author of "Bond Covenant Quality
Resumes Slide." "The single-month score for January was 4.08, a
marked deterioration from 3.55 in December and the previous low of
4.06 in November."

The CQI uses a five-point scale, with 1.0 representing the
strongest covenant protections and 5.0, the weakest. It peaked at
3.40 last July.

But investors are not being compensated for accepting weaker
covenants, Dill says. "While investors are taking on more covenant
risk, average spreads to benchmark yields have tightened, fueled
by strong demand and a record volume of issuance." Indeed, the
average benchmark spread of bonds in Moody's High-Yield Covenant
issued since October is close to the level seen in the first half
of 2011, though the CQI shows much weaker covenants.

Last month's decline can be explained largely by an increase in
high-yield-lite issuance. High-yield lite covenant packages, which
lack a restricted payments and/or a debt-incurrence covenant,
accounted for 34.6% of issuance in January, compared with 3.2% in
December. Continuing a recent trend to convert to high-yield lite
from full high-yield covenant packages, Netflix, Lear and Crown
Americas all issued bonds with high-yield lite packages last
month.

January also saw a higher percentage of bonds rated Ba, which
generally have high-yield-lite covenant packages or full covenant
packages with low covenant quality. These accounted for 58% of
issuance in January, compared with the average of 27% since
Moody's began tracking the CQI in January 2011.


* 2012 Downgrades on Non-Profit Healthcare Debts Reach $20-Bil.
---------------------------------------------------------------
Moody's Investors Service downgraded a record $20 billion in US
not-for-profit healthcare debt in 2012, an increase of 213% from
the $6.4 billion downgraded in 2011, and the highest amount of
downgraded debt in one year in the sector since the rating agency
began tracking the metric in 1995.

The $20 billion in downgraded debt was more than double the year's
$9.7 billion of upgraded debt, according to the rating agency
report, "US Not-For-Profit Healthcare Rating Activity in 2012 Sets
Record for Downgraded Debt."

"The downgrades in 2012 were driven by volume declines and weaker
or negative revenue growth contributing to weakening operating
performance and debt service coverage," said Moody's Associate
Analyst Carrie Sheffield. "The downgrades were also driven by
declines in liquidity, more competition, increased debt load, and
many hospitals faced management and governance issues and
pressures on pension funding."

Three large health systems were responsible for the majority of
the downgraded debt as downward revisions in ratings for Catholic
Health Initiatives in Colorado, Dignity Health in California, and
New York's Memorial Sloan-Kettering Cancer Center comprised nearly
$13 billion of the $20 billion.

Even so, the increase in the absolute level of downgraded debt in
not-for-profit healthcare tracks to the reported $311 billion of
public debt downgraded in 2012 across all of Moody's public
finance sectors compared to $24 billion of debt upgraded. It
reflects providers' continued struggle to maintain margins as
tepid economic growth contributes to slow revenue and lackluster
volume growth.

"The industry remains under pressure from policymakers and the
public to reduce costs," said Sheffield. "Medicare funding, the
largest single revenue source for most not-for-profit hospitals,
is a main target of federal deficit reduction plans."

Medicaid revenues also remain under pressure, and some states have
opted out of healthcare reform's expansion of Medicaid. Many
hospitals also report single-digit to flat rate increases from
commercial insurance payers, contributing to ongoing revenue
pressure.

Rating activity for the not-for-profit healthcare sector in 2012
marked the seventh consecutive year in which downgrades (40)
outpaced upgrades (38) for a ratio of 1.05 to 1.

The 38 upgrades also represent an increase over 2011's 23 upward
rating revisions.

"Rather than coming from fundamental credit improvement, many of
the upgrades were due to consolidation as the debt of a lower-
rated hospital was guaranteed by a higher-rated system upon
merging," said Sheffield. "Downgrades are likely to increase in
2013 but consolidation may serve as an important check on the
trend even though it sometimes causes credit deterioration."

In addition to merger activity, Moody's reports that the increased
number of rating upgrades in 2012 was due to favorable stock
market returns of recent years, and interest rates that have
allowed many hospitals to refinance or issue new debt at
historically low costs.


* Morgan Joseph Triartisan Aided Versa Unit in $62.5MM Financing
----------------------------------------------------------------
The Financial Restructuring Investment Banking Group of Morgan
Joseph TriArtisan LLC on Feb. 11 unveiled the successful placement
of $62.5 million in senior credit facilities following the
formation of Civitas Media, LLC.  Morgan Joseph served as a
placement advisor to Civitas in connection with the financing
transaction.

Formed in September 2012, Civitas is a community oriented news
media company formed by private equity investment firm Versa
Capital Management, LLC.  Civitas combined four media entities
owned by Versa, including: Freedom Central, Heartland
Publications, Impressions Media, and Ohio Community Media.

"With this transaction, Civitas has the financial strength to
focus on opportunities for its editorial and advertising
professionals to serve their local communities," said James 'Jim'
Decker, Head of Morgan Joseph's Financial Restructuring Group.
"The new Company is now well positioned for growth."

In addition to Mr. Decker, the Morgan Joseph team members involved
in implementing the transaction included Jay Jacquin and Alex
Fisch, Directors, and James Hadfield, Vice President.

According to the Troubled Company Reporter's coverage, Ohio
Community Media was formed to acquire certain newspaper assets of
The Brown Publishing Company.  Ohio Community Media LLC was the
assignee of PNC Bank, a secured creditor of Brown.  PNC agreed to
pay $21,750,000 for the acquired assets.

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  Brown estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  On June 16, 2011, the Court
entered an order confirming Brown's chapter 11 plan which provided
that any remaining assets of the Debtors' bankruptcy estate that
were not sold pursuant to the Auction Sale, including all claims
and causes of action, would vest in a trust.

In May 2011, OCM LLC, an affiliate of Versa, announced it has
acquired substantially all assets of Ohio Community Media.  Terms
of the sale were not disclosed.

Heartland Publications, LLC, meanwhile, filed for Chapter 11
bankruptcy protection on Dec. 21, 2009 (Bankr. D. Del. Case No.
09-14459), after reaching an agreement with the majority of its
secured first-lien lenders, led by GE Capital as agent, on a
financial restructuring that will reduce the company's debt by
more than half and create a new capital structure for the Company.
As of Oct. 31, 2009, Heartland had $134.3 million in assets and
$166.2 million in liabilities.  Heartland emerged from Chapter 11
on May 1, 2010, after winning court approval of an amended pre-
negotiated Reorganization Plan.

                        About Civitas Media

Civitas Media, LLC is a publisher of community newspapers in 12
Midwestern, Mid-Atlantic, and Southern states. The company
includes the following media groups: Freedom Central, four daily
newspapers in Illinois, Ohio and Missouri; Heartland Publications,
17 daily and 29 weekly papers across Georgia, Kentucky, North
Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Virginia, and
West Virginia; Ohio Community Media, with 13 daily and 30 weekly
publications across the state of Ohio; and Impressions Media,
which operates the Wilkes Barre Times Leader and other local
publications in the northeastern Pennsylvania area. Civitas Media
employs approximately 1,650 people.

                  About Versa Capital Management

Philadelphia-based Versa Capital Management, LLC --
http://www.Versa.com/-- is a private equity investment firm with
$1.2 billion of assets under management that is focused on control
investments in special situations involving middle market
companies where value and performance growth can be achieved
through enhanced operational and financial management.

                  About Morgan Joseph TriArtisan

Morgan Joseph TriArtisan LLC -- http://www.mjta.com/-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing. The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Laura Sarkisian
   Bankr. C.D. Calif. Case No. 13-13105
      Chapter 11 Petition filed February 6, 2013

In re MiCasa, Inc.
   Bankr. N.D. Ga. Case No. 13-20365
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/ganb13-20365.pdf
         represented by: M. Denise Dotson, Esq.
                         M. Denise Dotson, LLC
                         E-mail: ddotsonlaw@me.com

In re Somerset, Inc.
   Bankr. D. Idaho Case No. 13-00203
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/idb13-00203p.pdf
         See http://bankrupt.com/misc/idb13-00203c.pdf
         represented by: Randal J. French, Esq.
                         Bauer & French
                         E-mail: rfrench@bauerandfrench.com

In re Durkes Painting Services LLC
   Bankr. D. Kans. Case No. 13-40113
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/ksb13-40113.pdf
         represented by: Paul D. Post, Esq.
                         E-mail: paulpost@paulpost.com

In re Kentucky Mountain Security, Inc.
   Bankr. E.D. Ky. Case No. 13-60151
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/kyeb13-60151.pdf
         represented by: Charlotte Darlene Johnson, Esq.
                         Johnson Law Office
                         E-mail: accandbr@gmail.com

In re Howard's Deli, Inc.
   Bankr. D. Md. Case No. 13-11986
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/mdb13-11986.pdf
         represented by: Evan Jay Feldman, Esq.
                         Law Offices for Evan J, Feldman, LLC
                         E-mail: ejflaw@gmail.com

In re James Grasso
   Bankr. D. Md. Case No. 13-11981
      Chapter 11 Petition filed February 6, 2013

In re Azalea Peral
   Bankr. D. Nev. Case No. 13-10870
      Chapter 11 Petition filed February 6, 2013

In re Amin & Aman Construction & Developer, Inc.
   Bankr. D.N.J. Case No. 13-12348
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/njb13-12348.pdf
         represented by: Stephen J. Cochi, Esq.
                         E-mail: sjcochi@verizon.net

In re Sirena B1, LLC
   Bankr. D.N.J. Case No. 13-12338
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/njb13-12338.pdf
         represented by: Timothy P. Neumann, Esq.
                         Broege, Neumann, Fischer & Shaver
                         E-mail: tneumann@bnfsbankruptcy.com

In re Andres Richner
   Bankr. D.P.R. Case No. 13-00879
      Chapter 11 Petition filed February 6, 2013

In re Jose Pares Martinez
   Bankr. D.P.R. Case No. 13-00878
      Chapter 11 Petition filed February 6, 2013

In re Wylie Investment Group
   Bankr. E.D. Tex. Case No. 13-40360
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/txeb13-40360p.pdf
         See http://bankrupt.com/misc/txeb13-40360c.pdf
         represented by: Gregory W. Mitchell, Esq.
                         E-mail: greg@mitchellps.com

In re Paul Daum
   Bankr. N.D. Tex. Case No. 13-40615
      Chapter 11 Petition filed February 6, 2013

In re Bagby/Gray Restaurant, Ltd.
   Bankr. S.D. Tex. Case No. 13-30779
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/txsb13-30779.pdf
         represented by: Christopher Adams, Esq.
                         Okin Adams & Kilmer LLP
                         E-mail: cadams@oakllp.com

In re William-Walton, Inc.
   Bankr. S.D. W.Va. Case No. 13-50025
     Chapter 11 Petition filed February 6, 2013
         See http://bankrupt.com/misc/wvsb13-50025.pdf
         Represented by: George L. Lemon, Esq.
                         E-mail: georgelemon@frontier.com
In re Royal Priesthood Ministries International Inc.
   Bankr. M.D. Ala. Case No. 13-80171
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/almb13-80171p.pdf
         See http://bankrupt.com/misc/almb13-80171c.pdf
         Filed as Pro Se

In re Corey Jacobs
   Bankr. S.D. Ala. Case No. 13-00395
      Chapter 11 Petition filed February 7, 2013

In re Bern 2000 LLC
   Bankr. C.D. Calif. Case No. 13-13196
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/cacb13-13196.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN, APC
                         E-mail: rsaink@earthlink.net

In re Sarasota Golf, Inc.
   Bankr. M.D. Fla. Case No. 13-01543
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/flmb13-01543.pdf
         represented by: Timothy W. Gensmer, Esq.
                         TIMOTHY W. GENSMER, P.A.
                         E-mail: timgensmer@aol.com

In re Michael Hemmer
   Bankr. S.D. Fla. Case No. 13-12841
      Chapter 11 Petition filed February 7, 2013

In re GetAutoInsurance.com Agency, LLC
   Bankr. N.D. Ga. Case No. 13-52728
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/ganb13-52728.pdf
         represented by: Evan M. Altman, Esq.
                         E-mail: evan.altman@laslawgroup.com

In re A-F Dolas Inc.
   Bankr. N.D. Ill. Case No. 13-80396
     Chapter 11 Petition filed February 7, 2013
         Filed as Pro Se

In re Sam's NA, Inc.
        dba Sam's Food & Spirits
   Bankr. S.D. Ind. Case No. 13-90259
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/insb13-90259.pdf
         represented by: Neil C. Bordy, Esq.
                         SEILLER WATERMAN LLC
                         E-mail: bordy@derbycitylaw.com

In re Four Star Family Restaurant, Inc.
   Bankr. E.D. Mich. Case No. 13-42247
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/mieb13-42247p.pdf
         See http://bankrupt.com/misc/mieb13-42247c.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.Com

In re Andrew Sawyer
   Bankr. D. Nev. Case No. 13-10922
      Chapter 11 Petition filed February 7, 2013

In re Farmville Group, LLC
   Bankr. D. N.J. Case No. 13-12458
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/njb13-12458.pdf
         Filed as Pro Se

In re Yugeshwarchand Rajkumar
   Bankr. D. N.J. Case No. 13-12487
      Chapter 11 Petition filed February 7, 2013

In re National Properties of NY, Inc.
   Bankr. E.D.N.Y. Case No. 13-40719
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/nyeb13-40719.pdf
         represented by: Kenneth F. McCallion, Esq.
                         MCCALLION & ASSOCIATES, LLP
                         E-mail: kfm@mccallionlaw.com

In re Mitsu, Inc.
        aka Street Corner News I
            Street Corner News II
   Bankr. S.D.N.Y. Case No. 13-22199
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/nysb13-22199.pdf
         represented by: Mitchell J. Canter, Esq.
                         LAW OFFICES OF MITCHELL J. CANTER
                         E-mail: mcanter@canterlaw.biz

In re Wanda Brooks
   Bankr. W.D.N.C. Case No. 13-10073
      Chapter 11 Petition filed February 7, 2013

In re Building Foundations, LLC
        aka CeCa Community Learning Day Care Center
   Bankr. M.D. Pa. Case No. 13-00640
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/pamb13-00640.pdf
         represented by: Philip W. Stock, Esq.
                         LAW OFFICE OF PHILIP W. STOCK
                         E-mail: pwstock@ptd.net

In re Ronald Lovrich
   Bankr. W.D. Pa. Case No. 13-20533
      Chapter 11 Petition filed February 7, 2013

In re Teatro Sat Santurce, Inc.
   Bankr. D. P.R. Case No. 13-00934
     Chapter 11 Petition filed February 7, 2013
         See http://bankrupt.com/misc/prb13-00934.pdf
         represented by: Jaime L. Velasco Bonilla, II, Esq.
                         E-mail: Velascolaw@hotmail.com

In re Gwendolyn Bowman
   Bankr. W.D. Wash. Case No. 13-40780
      Chapter 11 Petition filed February 7, 2013

In re David De Best
   Bankr. C.D. Calif. Case No. 13-13300
      Chapter 11 Petition filed February 8, 2013

In re Harbor Petroleum, Inc.
   Bankr. C.D. Calif. Case No. 13-10846
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/cacb13-10846.pdf
         represented by: Raymond H. Aver, Esq.
                         Law Offices of Raymond H Aver APC
                         E-mail: ray@averlaw.com

In re Shadow Lane Inc.
   Bankr. C.D. Calif. Case No. 13-13372
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/cacb13-13372.pdf
         represented by: Michael D. Kwasigroch, Esq.
                         Law Offices Of Michael D. Kwasigroch
                         E-mail: attorneyforlife@aol.com

In re Edmond Karimian
   Bankr. N.D. Calif. Case No. 13-50759
      Chapter 11 Petition filed February 8, 2013

In re David Schoolcraft
   Bankr. E.D. Mich. Case No. 13-30416
      Chapter 11 Petition filed February 8, 2013

In re Frontier Properties, LLC
   Bankr. E.D. Mo. Case No. 13-40974
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/moeb13-40974.pdf
         represented by: A. Thomas DeWoskin, Esq.
                         Danna McKitrick, PC
                         E-mail: tdewoskin@dmfirm.com

In re De La Fontaine LLC
   Bankr. S.D.N.Y. Case No. 13-10416
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/nysb13-10416.pdf
         represented by: Randall S. D. Jacobs, Esq.
                         Randall S. D. Jacobs, PLLC
                         E-mail: rsdjacobs@chapter11esq.com

In re QuickSuites, LLC
   Bankr. S.D.N.Y. Case No. 13-10410
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/nysb13-10410.pdf
         represented by: Gabriel Del Virginia, Esq.
                         Law Offices of Gabriel Del Virginia
                         E-mail:
gabriel.delvirginia@verizon.net

   In re QuickSuites Two, LLC
      Bankr. S.D.N.Y. Case No. 13-10411
        Chapter 11 Petition filed February 8, 2013
            See http://bankrupt.com/misc/nysb13-10411.pdf
            represented by: Gabriel Del Virginia, Esq.
                            Law Offices of Gabriel Del Virginia
                            E-mail:
                            gabriel.delvirginia@verizon.net

In re Stephen Creech
   Bankr. E.D.N.C. Case No. 13-00817
      Chapter 11 Petition filed February 8, 2013

In re A-Aardvark Bill Taylor's Transmissions, Inc.
   Bankr. W.D. Tenn. Case No. 13-21391
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/tnwb13-21391.pdf
         represented by: Ted I. Jones, Esq.
                         Jones & Garrett Law Firm
                         E-mail: dtedijones@aol.com


In re Skyline Contractors, Inc.
   Bankr. E.D. Wash. Case No. 13-00487
     Chapter 11 Petition filed February 8, 2013
         See http://bankrupt.com/misc/waeb13-00487.pdf
         represented by: John D. Munding, Esq.
                         Crumb & Munding
                         E-mail: munding@crumb-munding.com


In re Four Seasons Gas Services, Inc.
   Bankr. M.D. Fla. Case No. 13-01531
     Chapter 11 Petition filed February 9, 2013
         See http://bankrupt.com/misc/flmb13-01531.pdf
         represented by: Kevin E Mangum, Esq.
                         Mangum & Associates PA
                         E-mail: kevin@mangum-law.com

In re Michael Skidmore
   Bankr. D. Mass. Case No. 13-10748
      Chapter 11 Petition filed February 10, 2013

In re B & M Oil Company., Inc.
        dba Quail Express
   Bankr. D.N.M. Case No. 13-10361
     Chapter 11 Petition filed February 10, 2013
         See http://bankrupt.com/misc/nmb13-10361p.pdf
         See http://bankrupt.com/misc/nmb13-10361c.pdf
         represented by: R. Trey Arvizu, III, Esq.
                         Arvizulaw.com, Ltd.
                         E-mail: trey@arvizulaw.com

In re Thomas Smith
   Bankr. E.D.N.C. Case No. 13-00862
      Chapter 11 Petition filed February 10, 2013

In re Marvin Brody
   Bankr. D. Ariz. Case No. 13-01848
      Chapter 11 Petition filed February 11, 2013

In re Jo Smith
   Bankr. W.D. Ark. Case No. 13-70433
      Chapter 11 Petition filed February 11, 2013

In re Robert Okerlund
   Bankr. C.D. Calif. Case No. 13-01312
      Chapter 11 Petition filed February 11, 2013

In re Leesburg For Rent, Inc.
   Bankr. M.D. Fla. Case No. 13-01587
     Chapter 11 Petition filed February 11, 2013
         See http://bankrupt.com/misc/flmb13-01587.pdf
         represented by: Robert B. Branson
                         LAW OFFICE OF ROBERT B. BRANSON, P.A.
                         E-mail: lawbankruptcy1@aol.com

In re Jeffrey Siskind
   Bankr. S.D. Fla. Case No. 13-13096
      Chapter 11 Petition filed February 11, 2013

In re LAW/WAL, LLC
        dba Racers Gentlemen's Club
            Racers Entertainment Complex
            Iron Skillet Bar 'N Grill
            Racers
   Bankr. E.D. Ky. Case No. 13-20231
     Chapter 11 Petition filed February 11, 2013
         See http://bankrupt.com/misc/kyeb13-20231.pdf
         represented by: Michael B. Baker, Esq.
                         THE BAKER FIRM, PLLC
                         E-mail: mbaker@bakerlawky.com

In re Daniel Shoemaker
   Bankr. D. Md. Case No. 13-12272
      Chapter 11 Petition filed February 11, 2013

In re Asar Incorporated LLC
        dba Meineke
            Econo Lube N' Tune
   Bankr. D. Nev. Case No. 13-50241
     Chapter 11 Petition filed February 11, 2013
         See http://bankrupt.com/misc/nvb13-50241.pdf
         represented by: Tory M. Pankopf, Esq.
                         TORY M. PANKOPF LTD.
                         E-mail: tppankopf@sbcglobal.net

In re Homet Realty Company, Inc.
   Bankr. D. N.J. Case No. 13-12651
     Chapter 11 Petition filed February 11, 2013
         See http://bankrupt.com/misc/njb13-12651.pdf
         represented by: Carrie J. Boyle, Esq.
                         LAW OFFICE OF SCOTT H. MARCUS & ASSOC.
                         E-mail: cboyle@marcuslaw.net

In re Garden State Gourmet, Inc.
   Bankr. D. N.J. Case No. 13-12662
     Chapter 11 Petition filed February 11, 2013
         See http://bankrupt.com/misc/njb13-12662.pdf
         represented by: Robert C. Nisenson, Esq.
                         ROBERT C. NISENSON, LLC
                         E-mail: rnisenson@aol.com

In re Empire Bronze Art Casting, Inc.
        aka Art Foundry, Inc.
   Bankr. E.D.N.Y. Case No. 13-40746
     Chapter 11 Petition filed February 11, 2013
         See http://bankrupt.com/misc/nyeb13-40746.pdf
         represented by: Neil R. Flaum, Esq.
                         FLAUM & ASSOCIATES, P.C.
                         E-mail: flaumandassociatespc@gmail.com

In re Ruby Robinson
   Bankr. W.D. Tex. Case No. 13-50331
      Chapter 11 Petition filed February 11, 2013

In re Tad Gropp
   Bankr. E.D. Wash. Case No. 13-00505
      Chapter 11 Petition filed February 11, 2013
In re Architectural Install Masters, Inc.
   Bankr. D. Ariz. Case No. 13-01875
     Chapter 11 Petition filed February 12, 2013
         See http://bankrupt.com/misc/azb13-01875.pdf
         represented by: Eric Slocum Sparks, Esq.
                         Eric Slocum Sparks PC
                         E-mail: law@ericslocumsparkspc.com

   In re Blue Sierra, Inc.
      Bankr. D. Ariz. Case No. 13-01876
        Chapter 11 Petition filed February 12, 2013
            See http://bankrupt.com/misc/azb13-01876.pdf
            represented by: Eric Slocum Sparks, Esq.
                            Eric Slocum Sparks PC
                            E-mail: law@ericslocumsparkspc.com

   In re Sierra Trust Holdings, LLC
      Bankr. D. Ariz. Case No. 13-01877
        Chapter 11 Petition filed February 12, 2013

In re LPM Holdings, LLC
   Bankr. D. Ariz. Case No. 13-01879
     Chapter 11 Petition filed February 12, 2013
         See http://bankrupt.com/misc/azb13-01879.pdf
         represented by: Dennis J. Wortman, Esq.
                         Dennis J. Wortman, P.C.
                         E-mail: djwortman@azbar.org

In re George Vandeman
   Bankr. C.D. Calif. Case No. 13-13679
      Chapter 11 Petition filed February 12, 2013

In re CST Group, Inc.
        dba Greenfields Sports Bar, Inc.
   Bankr. D. Colo. Case No. 13-11894
     Chapter 11 Petition filed February 12, 2013
         See http://bankrupt.com/misc/cob13-11894p.pdf
         See http://bankrupt.com/misc/cob13-11894c.pdf
         represented by: Aaron J. Conrardy, Esq.
                         Sender Wasserman Wadsworth, P.C.
                         E-mail: aconrardy@sendwass.com

In re Michael Schott
   Bankr. M.D. Fla. Case No. 13-01710
      Chapter 11 Petition filed February 12, 2013

In re Smith Landscape Services, Inc.
   Bankr. M.D. Fla. Case No. 13-01725
     Chapter 11 Petition filed February 12, 2013
         See http://bankrupt.com/misc/flmb13-01725.pdf
         represented by: Sheila D. Norman, Esq.
                         Norman and Bullington, P.A.
                         E-mail: sheila@normanandbullington.com

In re Meredith Patterson
   Bankr. S.D. Fla. Case No. 13-13116
      Chapter 11 Petition filed February 12, 2013

In re Paul Francis
   Bankr. D. Mass. Case No. 13-10770
      Chapter 11 Petition filed February 12, 2013

In re Heath Lewis
   Bankr. D. Nev. Case No. 13-11009
      Chapter 11 Petition filed February 12, 2013

In re Steve Ayres
   Bankr. D. Nev. Case No. 13-11010
      Chapter 11 Petition filed February 12, 2013

In re Cesar Castro
   Bankr. D.N.J. Case No. 13-12794
      Chapter 11 Petition filed February 12, 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
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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
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