TCR_Public/130219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 19, 2013, Vol. 17, No. 49

                            Headlines

07-002 REDDING: Case Summary & 2 Unsecured Creditors
2279-2283 THIRD: Taps Delbello Donnellan After Rattet Merger
2TONJAC, LLC: Case Summary & 17 Largest Unsecured Creditors
5050 FAIRWAY: Case Summary & 9 Unsecured Creditors
ADAMS PRODUCE: Unsecured Creditors Want Official Committee

ADAMS PRODUCE: Alex Kontos to Receive $370,000 for PACA Claim
ADAMS PRODUCE: Wants to Hire Dent Baker as Accountant
AGRIPARTNERS LIMITED: Can Hire Shraiberg Ferrara as Ch. 11 Counsel
ALLIANT TECHSYSTEMS: Fitch Affirms 'BB+' Issuer Default Rating
AMERICAN AIRLINES: Committee Proposes Hay Group as Consultant

AMERICAN AIRLINES: US Bank Seeks Stay of New Loans Amid Appeal
AMERICAN AIRLINES: Yahoo! to Refund $210,000
AMERICAN AXLE: Offering $400 Million Notes Due 2021
AMERICAN AXLE: TIAA-CREF Discloses 1.7% Equity Stake
AMERICAN AXLE: Teachers Advisors Stake at 1% as of Dec. 31

AMF BOWLING: Plan Filing Exclusivity Extended Until June 10
AMPAL-AMERICAN: Execs Blast Brown Rudnick's Contempt Bid
ANCESTRY.COM INC: S&P Assigns 'B' CCR; Rates $720MM Facilties 'B+'
APPLE VIEW: Case Summary & 14 Largest Unsecured Creditors
ARAMARK CORP: S&P Assigns 'BB-' Rating to $1BB Sr. Sec. Loan D

ARROW ALUMINUM: Section 341(a) Meeting Scheduled for March 15
ASCENSUS INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
ASPEN GROUP: Vanguard Holds 5% Equity Stake as of Dec. 31
AURASOUND INC: Court Okays Assets' Auction Next Month
AUTO CARE: BofA and Marin Say Plan Patently Unconfirmable

ASSURED PHARMACY: Sells 20 Units for $500,000
BEAZER HOMES: Brookfield Holds 7.6% Stake at Dec. 31
BEAZER HOMES: GSO Capital Owns 5.6% of Shares as of Dec. 31
BEAZER HOMES: Highbridge a 5% Equityholder as of Dec. 31
BIOZONE PHARMACEUTICALS: Files 8th Amendment to 8.3MM Prospectus

BIRMINGHAM-SOUTHERN: Moody's Ups Rating on $26MM Bonds to Caa1
BURLINGTON COAT: Notes Offer Increase No Impact on Moody's B3 CFR
CAPITOL BANCORP: Seeks to Prevent Bank Seizure with Loan
CHEF SOLUTIONS: Court Enters Final Decree Closing Ch. 11 Case
CHURCH STREET: Creditors Tap Gilbert LLP as Insurance Counsel

COMARCO INC: Elkhorn Reports 49.3% Equity Stake as of Feb. 11
CONSTELLATION BRANDS: Fitch Places 'BB+' IDR on Watch Negative
CRC DRILLING: Case Summary & 20 Largest Unsecured Creditors
CROATAN SURF: Court Dismisses Chapter 11 Case
CUBIC ENERGY: Wells Fargo Ownership at 17% as of Dec. 31

DAVE & BUSTER'S: S&P Raises CCR to 'B'; Outlook Stable
DEWEY & LEBOEUF: List of Latest Settling Former Partners
DEX ONE: Mittleman Equity Stake at 5.2% as of Dec. 31
DEX ONE: Hayman Capital Has 9.9% Equity Stake as of Dec. 31
DIALOGIC INC: Tennenbaum Owns 64.4% of Shares as of Feb. 7

DIGITAL DOMAIN: Maturity Date of DIP Loans Extended to March 29
DIGITAL DOMAIN: Plan Filing Period Extended to April 9
DIMMITT CORN MILL: Files Bare-Bones Chapter 11 Petition in Texas
DOGWOOD PROPERTIES: Files Bare-Bones Petition in Memphis
DYNASIL CORP: Incurs $379,000 Net Loss in Dec. 31 Quarter

EDUCATION HOLDINGS: Gets Final OK to Incur $7MM of DIP Financing
EDUCATION HOLDINGS: Has Until March 22 to File SALs and SOFA
ENERGY FUTURES: Bankruptcy Advisers Circle Still-Solvent Co.
ENERGY INVESTMENT: Voluntary Chapter 11 Case Summary
ENTERPRISE PRODUCTS: Fitch Affirms 'BB+' Jr. Subordinated Rating

FIRST CONNECTICUT: In Chapter 11, Taps Wasserman as Counsel
FIBERTOWER NETWORK: Taps Latham & Watkins as FCC Counsel
FIRST DATA: Issues $785 Million Senior Notes Due 2021
FIRST STREET: Macdonald Fernandez Withdraws as Counsel
FREDERICK'S OF HOLLYWOOD: Stock to Cease Trading on NYSE MKT

FREESEAS INC: Supreme Court of NY OKs Settlement with Hanover
FREESEAS INC: Broadbill a 5.1% Shareholder as of Dec. 31
FREESEAS INC: Hanover Equity Stake at 9.8% as of Feb. 13
GAME2MOBILE INC: Voluntary Chapter 11 Case Summary
GENERAL AUTO: Ordered to Again Amend Disclosure Statement

GENTA INC: Boxer Capital Ownership at 9.9% as of Dec. 31
GOODYEAR TIRE: Fitch Affirms 'B+' Issuer Default Rating
GREGORY WOOD PRODUCTS: Files for Chapter 11 in North Carolina
GREGORY WOOD PRODUCTS: Case Summary & Largest Unsec. Creditors
GSC GROUP: Kaye Scholer Settles Ethics Row for $1.5-Mil.

GUILFORD MOTOR: Case Summary & 7 Unsecured Creditors
H.J. HEINZ: Fitch Cuts Long-Term IDRs to 'BB+' on Buyout Deal
HAWKER BEECHCRAFT: Court Approves Amended Exit Financing Letters
HAWKER BEECHCRAFT: To Assume Pilatus Deal on Plan Effective Date
HAWKER BEECHCRAFT: White & Case Tapped as Special Counsel

ICS8 INC: Incurs $2.2 Million Net Loss in Dec. 30 Quarter
INDEPENDENCE TAX II: Incurs $234,000 Net Loss in Dec. 31 Quarter
INDEPENDENCE TAX III: Posts $6 Million Net Income in Dec. 31 Qtr.
INDIANTOWN COGENERATION: Moody's Rates New US$127MM Debt (P)Ba1
INFOGROUP INC: Moody's Downgrades CFR to B2; Outlook is Negative

INTERFAITH MEDICAL: Committee Retains Alston & Bird as Counsel
INTERFAITH MEDICAL: Final Hearing on Use of Cash on March 11
INTERFAITH MEDICAL: Committee Can Retain CBIZ NY as Fin'l Advisor
INTERMETRO COMMUNICATIONS: D. Marshall Has 11% Stake at Dec. 31
JEFFERSON COUNTY, AL: Settles Claim Held by School Bondholder

JUMP OIL: Proposes to Use Revenues From Gas Stations
JUMP OIL: Proposes HNWC as Financial Consultants
JUMP OIL: Hires Matrix Private to Assist in Sec. 363 Sale
LA JOLLA: Boxer Capital Holds 9.9% Equity Stake as of Dec. 31
LAKE ROSE: Case Summary & 5 Unsecured Creditors

LIBERTY MEDICAL: Files Chapter 11 Two Months After Mgt. Buy-Out
LIBERTY MEDICAL: Seeks to Use Alere Cash Collateral
LIBERTY MEDICAL: Proposes to Pay $4 Million to Critical Vendors
LIBERTY MEDICAL: Case Summary & 30 Largest Unsecured Creditors
MARINA BIOTECH: Files Amendment No. 2 to Form S-1 Prospectus

MASSENBURG DEVELOPMENT: Voluntary Chapter 11 Case Summary
METHOD ART: Combined Hearing on Plan and Disclosures on May 16
METROPLAZA HOTEL: Hires Trenk DiPasquale as Counsel
MF GLOBAL: Court Sets March 15 as Admin. Claims Bar Date
MF GLOBAL: Files Amended Disclosure Statement, Liquidation Plan

MGM RESORTS: AllianceBernstein Has 7.6% Equity Stake as of Dec. 31
MID AMERICA BRICK: Case Summary & 20 Largest Unsecured Creditors
MODERN PRECAST: Committee Taps Eisneramper as Financial Advisor
MODERN PRECAST: Ciardi Ciardi Approved as Committee Counsel
MODERN PRECAST: McElroy Deutsch Approved as Bankruptcy Counsel

MONITOR COMPANY: Final Cash Collateral Hearing Moved to March 4
MPG OFFICE: Wells Fargo's Equity Stake at 9.8% at Dec. 31
MTS LAND: Proposes "100% Payment" Chapter 11 Plan
NORTEL NETWORKS: Seeks to Hide Some Fees Amid Cash Battle
NORTHLAND RESOURCES: Gets Toronto Stock Exchange Delisting Notice

NORTHSTAR AEROSPACE: OK'd to Employ PWC Canada as Expert Witness
NPS PHARMACEUTICALS: Vanguard Owns 5.8% Equity Stake at Dec. 31
NPS PHARMACEUTICALS: Board Amends 2005 Omnibus Incentive Plan
NYTEX ENERGY: To Issue 5 Million Shares Under Incentive Plan
OMTRON USA: Files Schedules of Assets and Liabilities

OMTRON USA: Has Court OK to Hire CBRE Inc. as Real Estate Broker
OMTRON USA: Committee Retains CohnReznick as Financial Advisor
OPTIMUMBANK HOLDINGS: Richard Browdy Resigns From All Positions
OVERLAND STORAGE: Incurs $4.3-Mil. Second Quarter Net Loss
OVERLAND STORAGE: J. Gruber Equity Stake Down to 4.4% at Dec. 31

PATRIOT COAL: State Street No Longer Shareholder as of Dec. 31
PEDEVCO CORP: Terminates Original Mississippian Agreement
PERFORMANCE LEARNING: Case Summary & 13 Largest Unsec. Creditors
PINNACLE AIRLINES: Settles WTC Properties, et al., Claims
PINNACLE AIRLINES: Asks for OK of Changes to Board of Directors

PINNACLE AIRLINES: Deal with Delta and Standard Aero Approved
PLATINUM PROPERTIES: Wants APA with RH of Indiana Approved
PORTMAN ROAD: Case Summary & Unsecured Creditor
POTTER ROAD: Judge Okays Gov't to Pursue $22M in Assets
POWERWAVE TECHNOLOGIES: J. Kryzanowski 9.3% Owner as of Dec. 31

QUANTUM FUEL: Capital Ventures Holds 8% Equity Stake at Dec. 31
RCN TELECOM: S&P Affirms 'B' CCR; Rates $815MM Facilities 'B'
RCN TELECOM: Moody's Rates Proposed $815-Mil. Credit Facility 'B1'
READER'S DIGEST: Sale of Select Titles Can't Stop 2nd Bankruptcy
READER'S DIGEST: Pre-Arranged Plan Sees Ch. 11 Exit in July

READER'S DIGEST: Proposes $105-Mil. of DIP Financing
READER'S DIGEST: Case Summary & List of 40 Top Unsecured Creditors
REGENCY REALTY: Voluntary Chapter 11 Case Summary
RESIDENTIAL CAPITAL: Asks for May 29 Plan Exclusivity Extension
RESIDENTIAL CAPITAL: Lawyers' Advice Not Evidence, Says Committee

RESIDENTIAL CAPITAL: Ocwen Purchased Price Reduced by $49.5-Mil.
SCHOOL SPECIALTY: Bid Plan OK'd, But $145M DIP Offer in Play
SCHOOL SPECIALTY: 7 Members Appointed to Creditors' Committee
SCHOOL SPECIALTY: Committee Wants Exclusivity Terminated
SEALY CORP: Hayman Stake Hiked to 8.4% as of Dec. 31

SEQUENOM INC: Vanguard Group Owns 5.4% of Shares as of Dec. 31
SHAW GROUP: Moody's Cuts CFR to Ba2 After Chicago Bridge Buyout
SLOAT PARKSIDE: Voluntary Chapter 11 Case Summary
SMART ONLINE: Names Mendelssohn Exec. R Shviki to Board
SOUTH BRUNSWICK: Case Summary & 20 Largest Unsecured Creditors

SOUTHERN MONTANA: Ch. 11 Trustee Wants Cash Use Until April 30
SPANISH BROADCASTING: A. Tomasello Owns 9.9% A Shares at Feb. 13
SPRINT NEXTEL: CRG Investors Owns 11% of Series 1 Shares
SPRINT NEXTEL: Dodge & Cox Has 10.6% of Voting Stock at Dec. 31
STABLEWOOD SPRINGS: OK'd to Pay $40,500 of Prepetition Payroll

STATION CASINOS: S&P Revises Outlook to Positive; Affirms 'B' CCR
STATION CASINOS: Moody's Raises CFR to B2; Outlook is Stable
STEREOTAXIS INC: Tenor Capital Stake at 5.8% as of Dec. 31
SUPERVALU INC: Fitch Upgrades Issuer Default Rating to 'B-'
TARGETED MEDICAL: Is Assigned Comprehensive Pharmaceutical Patent

TEMBEC INC: S&P Cuts Corp. Credit & $305MM Notes Rating to 'CCC+'
THQ INC: FTI Consulting Approved as Financial Advisor
THQ INC: Gibson Dunn OK'd as Bankruptcy and Restructuring Counsel
THQ INC: Houlihan Lokey OK'd as Committee's Financial Advisor
TOP QUALITY: Voluntary Chapter 11 Case Summary

TRANSACTA PRIVE: $20-Mil. Initial Bid for Beach Hotel Gets OK
UNITED CONTINENTAL: S&P Assigns 'B' Rating to 3 Sr. Unsec. Notes
USEC INC: Global X Owns 6.1% of Shares as of Dec. 31
VERENIUM CORP: Austin Marxe Owns 12.1% of Shares as of Dec. 31
VERINT SYSTEMS: S&P Assigns 'BB-' Rating to $850MM Loans

VERINT SYSTEMS: Moody's Assigns B1 Rating to New Bank Facilities
VERTIS HOLDINGS: Wants Until May 8 to File Chapter 11 Plan
W.P.I.P. INC: Case Summary & 10 Unsecured Creditors
W.R. GRACE: Seeks Court OK to Pay $50MM for Retirement Plans
W.R. GRACE: Wins OK to Extend Terms of ART Credit Agreements

W.R. GRACE: Reaches Settlement With EPA on Nashville Site
WARNACO GROUP: Moody's Withdraws All Ratings Following PVH Buyout
WASTE INDUSTRIES: Moody's Rates New US$100MM Debt Add-on 'B1'
WEST CORPORATION: Gets Lender Consent to Amend Credit Agreement
WKI HOLDING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable

XCELL ENERGY: Files for Chapter 11 in Kentucky

* Banks' Deferred Compensation Draws Fed's Scrutiny
* Warren Continues the Fight for the CFPB

* Chapter 11 Tools Help Airline Consolidations Take Flight

* Dallas Atty. J. Erler Joins Gruber Hurst's Bankruptcy Section

* Large Companies With Insolvent Balance Sheets

                            *********

07-002 REDDING: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: 07-002 Redding Business Trust
        6767 W. Tropicana Avenue, Suite 206
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-11151

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: tthomas@tthomaslaw.com

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

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

A copy of the Company's list of its two unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-11151.pdf

The petition was signed by Peter Becker, attorney-in-fact for
Trustee.


2279-2283 THIRD: Taps Delbello Donnellan After Rattet Merger
------------------------------------------------------------
2279-2283 Third Avenue Associates LLC and its debtor-affiliate ask
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ Delbello Donnellan Weingarten Wise &
Wiedekehr, LLP as substitute counsel nunc pro tunc to Jan. 1,
2013.

The Debtors relate that effective Jan. 1, 2013, Rattet Pasternak,
LLP, current counsel for the Debtors, merged with DDWWW.

The Debtors have elected to retain DDWWW because:

   i) Jonathan S. Pasternak has served as Debtors' counsel since
      the inception of these cases and has knowledge related to
      the case that is valuable to the Debtors and would be costly
      and time-consuming to duplicate;

  ii) the billing rates for Jonathan S. Pasternak and the other
      DDWWW attorneys and paraprofessionals are equal to RP's 2012
      billing rates; and

iii) the knowledge and experience of the other partners,
      associates and paraprofessionals at DDWWW make it an ideal
      fit for the case.

DDWWW intends to work closely with the Debtors and any other
professionals employed by the estate to ensure that there is no
unnecessary duplication of services performed or charged to the
Debtors' estates.

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

The firm can be reached at:

         Jonathan S. Pasternak, Esq.
         Erica R. Feynman, Esq.
         DELBELLO DONNELLAN WEINGARTEN WISE & WIEDEKEHR, LLP
         1 North Lexington Avenue
         White Plains, NY 10601
         Tel: (914) 681-0200

                   About 2279-2273 Third Avenue

2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue
Development LLC sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 12-13092 and 12-13093) on July 17, 2012.  Third
Avenue Associates owns two contiguous multi residential buildings
located at 2279-2283 Third Avenue, in New York.  Third Avenue
Development is the sole member of Associates.  The Property is
Associate's primary asset, while Development's membership
interests in Associates is its sole asset.  Debtor 2279-2283 Third
Avenue disclosed $14,839,697 in assets and $16,973,992 in
liabilities as of the Chapter 11 filing.

The managing member of each of the Debtors is Michael Waldman.  He
is also the managing member of 3210 Riverdale Associates LLC and
the managing member of the sole member of 3210 Riverdale
Development LLC, other Chapter 11 proceedings currently pending
before the SDNY Court under Case Nos. 12-11286 and 12-11109.

Third Avenue Associates obtained financing from commerce bank of
$14 million and Development obtained mezzanine financing from HSBC
Capital (USA) Inc. in the amount of $6 million.  HSBC refused to
grant additional $700,000 in financing requested by the Debtor to
fund build-outs required by the Internal Revenue Service.

The Commerce note -- which was assigned to TD Bank and then to
LSV-JCR 124th LLC -- was secured by a mortgage on the Properties,
and the HSBC obligation is secured by a mortgage on Associates'
membership interest owned by Development.

The HSBC note matured in 2011 and HSBC called the loan into
default and commenced a foreclosure action.  The state court
entered an order appointing Steven Weiss as receiver of rents.
THSBC has assigned its mezzanine note to LCP-GC LLC.

On July 3, 2012, the Debtors and their two secured lenders, LSV-
JCR 124th LLC and LCP-GC LLC entered into a settlement that
requires the Debtors to transfer ownership of the buildings to the
secured lenders through a Chapter 11 plan.

Judge James Peck oversees the case.  Lawyers at Rattet Pasternak,
LLP, serve as the Debtors' counsel.

No trustee, examiner or official committee has been appointed in
the cases.


2TONJAC, LLC: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 2TONJAC, LLC
        239 Route 206 South
        Andover, NJ 07821

Bankruptcy Case No.: 13-12948

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Michael E. Holt, Esq.
                  FORMAN HOLT ELIADES RAVIN & YOUNGMAN, LLC
                  80 Route 4 East, Suite 290
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  E-mail: mholt@formanlaw.com

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 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-12948.pdf

The petition was signed by Sotirios Panageas, member.


5050 FAIRWAY: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: 5050 Fairway, LP
        4001 Greene's Way Circle
        Collegeville, PA 19426

Bankruptcy Case No.: 13-11318

Chapter 11 Petition Date: February 15, 2013

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

Judge: Bruce I. Fox

Debtor's Counsel: Stephen Vincent Bottiglieri, Esq.
                  MICHALE F.X. GILLIN AND ASSOCIATES, P.C.
                  230 N. Monroe Street
                  Media, PA 19063
                  Tel: (610) 565-2211
                  Fax: (610) 565-1846
                  E-mail: sbottiglieri@gillinlawoffice.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 nine largest unsecured
creditors is available for free at
http://bankrupt.com/misc/paeb13-11318.pdf

The petition was signed by Timothy J. Lebold, president of 5050
Fairway, LLC.


ADAMS PRODUCE: Unsecured Creditors Want Official Committee
----------------------------------------------------------
An ad hoc group of creditors of Adams Produce Company, LLC, et
al., asks the Bankruptcy Court to direct the appointment of an
official committee of unsecured creditors.

In the alternative, the Ad Hoc Committee requests that it be
permitted to proceed as a party-in-interest in the cases as an Ad
Hoc Committee of Trade Creditors, whose interests will be
independent of, and whose role will not be duplicative of, that of
the ad hoc committee of non-insider employees.

The Ad Hoc Creditors Committee relates that the initial
administration of the estates was dominated by a heavily-contested
process to reconcile, liquidate and satisfy holders of claims
granted superpriority status under the Perishable Agricultural
Commodities Act.  In large part, the administration of non-PACA
assets -- and accordingly, the protection of non-PACA creditors --
took a justifiable backseat to the PACA claims administration
process.

According to the Ad Hoc Creditors Committee, the official
committee will ensure adequate representation of the unsecured
creditors of the Debtors.

The group says that the appointment of an official committee will
ensure that: (a) the Debtors' remaining assets are liquidated in a
manner that maximizes potential recoveries to unsecured creditors;
(b) the validity, priority and extent of the liens, claims and
security interests of the Debtors' senior secured lender, PNC
Bank, N.A., are appropriately investigated; and (c) potential
claims and causes of action against insiders and non-insiders,
whether pursuant to chapter 5 of the Bankruptcy Code or otherwise,
are investigated (and if necessary, prosecuted).

The Ad Hoc Committee avers that the interests of general unsecured
creditors deviate from those of the Debtors' former employees.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.

The Bankruptcy Administrator said that it is not feasible to form
a committee of unsecured creditors in the Debtor's case in view of
the fact that an insufficient number of unsecured creditors were
willing to serve.


ADAMS PRODUCE: Alex Kontos to Receive $370,000 for PACA Claim
-------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama approved a settlement agreement among
Adams Produce Company, LLC, et al., and PNC Bank, National
Association, and Alex Kontos Fruit Company, Inc.

The terms of the settlement include, among other things:

   a) The Debtors and PNC's objections to the Kontos' claim under
      the Perishable Agricultural Commodities Act are withdrawn,
      and by virtue of the withdrawal, Kontos is the holder of a
      Valid PACA Claim;

   b) The Debtors will promptly pay Kontos $370,000, which
      payment will be in full and total satisfaction of the
      alleged liability to Kontos on account of the Kontos PACA
      Claim, but without prejudice to Kontos to pursue any other
      party to recover amounts it alleges are owed on its PACA
      Claim; and

   c) Kontos fully and forever releases and discharges the Debtors
      from any and all liability on account of Kontos' claims
      against the Debtors.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.

The Bankruptcy Administrator said that it is not feasible to form
a committee of unsecured creditors in the Debtor's case in view of
the fact that an insufficient number of unsecured creditors were
willing to serve.


ADAMS PRODUCE: Wants to Hire Dent Baker as Accountant
-----------------------------------------------------
Adams Produce Company, LLC, et al., ask the U.S. Bankruptcy Court
for the Northern District of Alabama for permission to employ
Dent, Baker & Company, LLP, as accountant to analyze and prepare
their 2011 and 2012 income tax returns and state franchise tax
returns.

The Debtors request that Dent Baker not be required to file an
application for compensation and reimbursement of expenses,
provided that Dent Baker's fees and expenses do not exceed
$30,000.  In the event the fees exceed $30,000, Dent Baker will be
required to file an application for compensation and reimbursement
of expenses.  The Debtors propose to compensate Dent Baker on an
hourly basis.

To the best of the Debtors' knowledge, Dent Baker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.

The Bankruptcy Administrator said that it is not feasible to form
a committee of unsecured creditors in the Debtor's case in view of
the fact that an insufficient number of unsecured creditors were
willing to serve.


AGRIPARTNERS LIMITED: Can Hire Shraiberg Ferrara as Ch. 11 Counsel
------------------------------------------------------------------
AgriPartners Limited sought and obtained permission from Judge
Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida to employ Philip J. Landau, Esq. --
plandau@sfl-pa.com -- and Shraiberg, Ferrara & Landau, P.A. as its
general bankruptcy counsel, nunc pro tunc to Dec. 24, 2012.

SFL will receive a total retainer of $51,046 and SFL agreed to
perform services at these hourly rates:

         Legal Assistants           $110
         Attorneys              $220 to $450
         Mr. Landau                 $450

SFL has received a $26,046 retainer.  SFL will receive a $20,000
retainer on Feb. 15, and an additional $5,000 by March 15.

To the best of the Debtor's knowledge the firm does not represent
any interest adverse to the Debtor or the estate.

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  The Debtor estimated assets of at least $100
million and liabilities of at least $50 million.


ALLIANT TECHSYSTEMS: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Alliant Techsystems Inc.'s Issuer
Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable.
Approximately $1.1 billion of outstanding debt is covered by
Fitch's ratings.

The ratings are supported by ATK's strong credit metrics for the
ratings; positive free cash flow (FCF; cash from operations less
capital expenditures and dividends); steady margins which are
projected to slightly decline in fiscal 2014; solid liquidity;
increasing commercial sales; and ATK's role as a sole source
provider for many of its products to the U.S. Government. Fitch
notes that a renewal of the Lake City Army Ammunition plant (Lake
City) contract was a significant win for the company because ATK
generates approximately 15% of its revenues from the plant's
operations.

ATK decreased its leverage (debt to EBITDA) for the second
consecutive year by retiring approximately $200 million long-term
indebtedness during fiscal 2013. In the second quarter of fiscal
2013 (ended March 31, 2013), ATK redeemed $400 million 6.75%
senior subordinated notes due in 2016. The redemption was funded
by cash and by the proceeds of a new $200 million senior secured
term loan A maturing in fiscal 2018. At Dec. 30, 2012, ATK's
leverage was approximately 1.9 times (x), down from 2.2x and 2.5x
at the end of fiscal 2012 and fiscal 2011, respectively. Fitch
anticipates leverage to stay relatively stable over the next
several years as ATK will be making mandatory debt repayments of
its term loans.

Fitch's concerns include an anticipated decline in small caliber
ammunition demand and lower contract rates which resulted from the
renewal of the operating contract for the Lake City earlier in
fiscal 2013. Fitch's financial projections incorporate expected
sales declines and margin pressures in ATK's Defense Group.

ATK's financial performance may be further pressured by lower
modernization activities in Lake City and risks to core defense
spending and NASA funding priorities after fiscal 2013. Fitch is
also concerned with low funded status of ATK's pension liabilities
(71% funded). Fitch notes the company's history of increasing
leverage for acquisitions; commodities exposure; and exposure to
significant margin fluctuation in its Sporting Group.

The senior secured facilities are rated one-notch above ATK's IDR
because they are backed by a first lien security position in
substantially all of the company's assets. The senior subordinated
notes are rated one-notch below ATK's IDR due to their
subordinated position to the company's senior unsecured
obligations.

At the end of the third quarter of fiscal 2013, ATK had liquidity
of approximately $790 million, slightly up from $780 million at
the end of 2011. Liquidity consisted of $362 million in cash and
approximately $428 million in availability under its $600 million
credit revolving facility, after giving effect to approximately
$172 million of outstanding letters of credit. ATK managed to
maintain solid liquidity at the end of the third fiscal quarter
despite retiring approximately $200 million of debt and
repurchasing approximately $25 million worth of common shares
during the first three fiscal quarters. Fitch expects ATK's
liquidity to remain within a range of $700 million to $900 million
over the next several years.

ATK generated approximately $366 million of cash flow from
operating activities during the last 12 months ended (LTM)
Dec. 30, 2012, slightly down from $372 million at the end of
fiscal 2012. ATK expects its FCF to total from $175 million to
$200 million in fiscal 2013 (excluding dividends). Fitch expects
ATK's FCF to be lower in fiscal 2014 and total approximately $170
million excluding dividends. Historically, ATK generated an
average of approximately $220 million FCF over the past four
years.

Historically, ATK focused its cash deployment towards
acquisitions, capital expenditures and pension contributions.
Beginning with fiscal 2012, ATK's cash deployment shifted towards
a balanced approach which includes deploying cash towards
shareholders in form of dividends and share repurchases; capital
expenditures; and pension contributions. Over the past two years,
ATK achieved financial flexibility by reducing its long-term debt
while maintaining solid liquidity. The company has adequate
financial flexibility to make small to medium sized strategic
acquisitions and to address uncertainties surrounding U.S.
Government budgetary pressures, more specifically, Department of
Defense (DoD) and NASA. Fitch expects ATK to further refine its
cash deployment strategies following the resolution of
sequestration.

On Jan. 31, 2012, ATK's Board of Directors authorized a share
repurchase program of up to $200 million worth of shares, which
ATK expects to execute through 2013. This share repurchase program
replaces the prior program authorized in 2008. During the first
nine months of fiscal 2013 and during fiscal 2012, ATK repurchased
482 thousand shares for approximately $25 million and 742 thousand
shares for approximately $50 million, respectively.

ATK has averaged approximately $127 million in capital
expenditures over the past four years and spent approximately $122
million in fiscal 2012. ATK anticipates spending approximately
$100 million in fiscal 2013. Fitch expects future capital
expenditures to remain in line with fiscal 2013.

ATK declared its first quarterly dividend in fiscal 2011. ATK paid
dividends totaling approximately $27 million on its common stock
during fiscal 2012. On Nov. 1, 2012, the Board of Directors
declared a $0.26 per share quarterly cash dividend, a 30% increase
from the previously announced dividend. During the first nine
months of fiscal 2013, ATK paid dividends of approximately $21.5
million. Fitch expects dividends to total approximately $30
million in fiscal 2013 and the dividend yield to increase in the
near future.

At the end of fiscal 2012, the company's pension plans were
underfunded by $886 million equaling to a 71% funded status
(compared to approximately $3 billion pension obligations
obligation). Other post-employment benefit (OPEB) obligations
totaled $154 million and were $98 million underfunded. In fiscal
2013, ATK has contributed $140 million to its defined benefit
plans and is not required to make additional contributions in the
fourth quarter of fiscal 2013. A discount rate of 4.9% was used to
value ATK's pension obligations in fiscal 2012, and will likely be
lowered at end of fiscal 2013 due to low interest rates prevailing
in the financial markets. Fitch expects pension obligations to
increase in at the end of fiscal 2013.

On Feb. 4, 2013, ATK announced a change to its defined benefit
pension plans. Effective July 1, 2013, eligible employees will
earn benefits under a new cash balance pension formula which works
similar to defined contribution pension plans. Also effective
June 30, 2013, all defined benefits will be frozen and will remain
unchanged going forward. Approximately 55% of ATK's employees will
be affected by the change. Fitch views the change as credit
positive as it will reduce ATK's future exposure to the interest
rate volatility and funding requirement fluctuations associated
with a defined benefit plan.

Fitch expects pension contributions to be a large part of ATK's
cash distribution policy in the near future. ATK's status as a
defense contractor mitigates some of the risks associated with its
pension obligations. Some of ATK's pension contributions are
recoverable through government contracts because they qualify as
allowable costs under government Cost Accounting Standards.

Industry Overview:

Approximately 48% of ATK's revenues are derived from the defense
industry. High levels of defense spending currently support ATK's
ratings, but the DoD budget environment is highly uncertain after
fiscal 2013 because of large U.S. government budget deficits and
the potential for large, automatic spending cuts beginning in
fiscal 2013.

Fitch expects 2013 to be a challenging year for the U.S. defense
contractors. However, it does not anticipate a significant
deterioration in ATK's credit profile. Sequestration continues to
be a large threat in the near term, but Fitch's base case is that
it could be avoided, at least in terms of the across the board
nature of the cuts. However, DOD spending reductions are likely to
be a part of any deal that avoids sequestration. The spending
environment will likely continue to be uncertain through 2013.
Also, most of the proposed spending 'cuts' are from projected
budget growth and come off of the existing high spending levels -
inflation adjusted spending will likely decline, but modestly,
over 10 years. A key risk in the sector remains cash deployment to
offset the impact on earnings from lower revenues.

Fitch believes that modest declines in defense spending would not
lead to negative rating actions given solid diversification of
ATK's portfolio and increasing sales from the Sporting Group and
higher exposure to commercial aircraft in the Aerospace Group. The
exposure to DoD spending is also mitigated by ATK's good liquidity
position and solid credit metrics.

RATING SENSITIVITIES:

Fitch is unlikely to consider a positive rating action in the near
future due to significant uncertainties surrounding U.S.
government budget and DoD spending. A negative rating action may
be considered should the company's leverage increase due to a debt
funded acquisition or if defense spending cuts have a more
significant impact on the company's earnings and FCF than
currently anticipated.

Fitch has affirmed these ratings:

-- Long-term IDR at 'BB+';
-- Senior secured bank facility at 'BBB-';
-- Convertible senior subordinated notes at 'BB';
-- Senior subordinated notes at 'BB'.


AMERICAN AIRLINES: Committee Proposes Hay Group as Consultant
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
seeks permission from Judge Sean Lane of the U.S. Bankruptcy Court
in Manhattan to hire Hay Group Inc. as its consultant.

Hay Group will provide consulting services related to compensation
programs proposed by AMR Corp. for its employees.  Specifically,
the firm will review background information regarding compensation
proposals and prepare a report of its findings.  It will also
provide litigation consulting services and testimony in court in
behalf of the committee in connection with those compensation
programs.

Hay Group will be paid on an hourly basis and will be reimbursed
for its expenses.  The firm's hourly rates are:

   Professionals                   Hourly Rates
   -------------                   ------------
   U.S. Executive Compensation         $975
    Practice Leader
   Other Vice President                $930
   Senior Principal                    $825
   Principal                           $725
   Senior Consultant                   $625
   Consultant                          $525
   Senior Associate                    $450
   Associate                           $400
   Analyst                             $350

The firm does not hold or represent interest adverse to the
interests of AMR's estate, according to a declaration by Irv
Becker, vice-president of Hay Group.

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

AMR Corporation and US Airways Group, Inc., on Feb. 14, 2013
announced that their boards of directors have unanimously approved
a definitive merger agreement under which the companies will
combine to create a premier global carrier, which will have an
implied combined equity value of approximately $11 billion.  The
deal is subject to clearance by U.S. and foreign regulators and by
the bankruptcy judge overseeing AMR's bankruptcy case.

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: US Bank Seeks Stay of New Loans Amid Appeal
--------------------------------------------------------------
U.S. Bank Trust National Association, not in its individual
capacity but solely as Trustee and Security Agent under the
Indenture and Aircraft Security Agreement, asks the Bankruptcy
Court for a stay of a prior order authorizing AMR Corp. to obtain
as much as $1.5 billion in financing pending the stay.

In support of its motion, U.S. Bank asserts it has a substantial
possibility of success on appeal, without a stay it will suffer
irreparable harm, and the balance of the equities significantly
favors issuance of a stay.

Judge Sean 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.

                           2nd Circuit

Maria Chutchian of BankruptcyLaw360 reported that AMR Corp. on
Thursday urged a bankruptcy judge to send directly to the Second
Circuit a challenge brought by U.S. Bank NA over the airline's
$1.5 billion financing deal to pay off debts, saying the issues at
stake are important to the public and should be resolved at the
circuit level.

The report related that the bank notified the Manhattan bankruptcy
court earlier this month that it intended to appeal U.S.
Bankruptcy Judge Sean Lane's approval of the financing for the
repayment of debts from certain prepetition financing
transactions.

                     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.

AMR Corporation and US Airways Group, Inc., on Feb. 14, 2013
announced that their boards of directors have unanimously approved
a definitive merger agreement under which the companies will
combine to create a premier global carrier, which will have an
implied combined equity value of approximately $11 billion.  The
deal is subject to clearance by U.S. and foreign regulators and by
the bankruptcy judge overseeing AMR's bankruptcy case.

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: Yahoo! to Refund $210,000
--------------------------------------------
AMR Corp. signed an agreement, which calls for payment by Yahoo!
Inc. of $210,122 for refundable advertising credit due to the
company pursuant to a November 2011 contract.  The agreement is
available for free at http://is.gd/jeGIJi

Weil Gotshal & Manges LLP, AMR's legal counsel, will present the
agreement to Judge Sean Lane for signature on 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.

AMR Corporation and US Airways Group, Inc., on Feb. 14, 2013
announced that their boards of directors have unanimously approved
a definitive merger agreement under which the companies will
combine to create a premier global carrier, which will have an
implied combined equity value of approximately $11 billion.  The
deal is subject to clearance by U.S. and foreign regulators and by
the bankruptcy judge overseeing AMR's bankruptcy case.

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


AMERICAN AXLE: Offering $400 Million Notes Due 2021
---------------------------------------------------
American Axle & Manufacturing, Inc., filed a free writing
prospectus with the U.S. Securities and Exchange Commission
relating to the offering of $400,000,000 of 6.250% notes with
maturity of March 15, 2021.  Interest will be due every March 15
and September 15, commencing Sept. 15, 2013.  A copy of the
prospectus is available at http://is.gd/xk3zPR

                         About American Axle

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

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

                           *     *     *

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

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

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

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


AMERICAN AXLE: TIAA-CREF Discloses 1.7% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, TIAA-CREF Investment Management, LLC,
disclosed that, as of Dec. 31, 2012, it beneficially owns
1,308,447 shares of common stock of American Axle & Manufacturing
Holdings representing 1.75% of the shares outstanding.  TIAA-CREF
previously reported beneficial ownership of 2,410,020 common
shares or a 3.2% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/Dkg3Wv

                        About American Axle

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

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

                           *     *     *

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

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

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

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


AMERICAN AXLE: Teachers Advisors Stake at 1% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Teachers Advisors, Inc., disclosed that, as
of Dec. 31, 2012, it beneficially owns 733,001 shares of common
stock of American Axle & Manufacturing Holdings representing .98%
of the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/mNWpC6

                        About American Axle

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

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

                           *     *     *

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

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

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

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


AMF BOWLING: Plan Filing Exclusivity Extended Until June 10
-----------------------------------------------------------
AMF Bowling Worldwide, Inc., and its debtor affiliates were
granted exclusive rights to file a plan of reorganization until
June 10, 2013, and exclusive rights to solicit acceptances of that
plan until Aug. 9, 2013.  The Debtor sought an extension of its
exclusive periods in order to allow for the ongoing sale of its
assets to consummate prior to drafting a plan.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


AMPAL-AMERICAN: Execs Blast Brown Rudnick's Contempt Bid
--------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that directors of
bankrupt energy investment company Ampal-American Israel Corp.
said Friday that they should not be held in contempt for lagging
on payments to creditors' lawyers Brown Rudnick LLP, arguing that
they have not been given enough time.

The report related that Brown Rudnick has been too aggressive in
trying to collect $649,735 in legal fees owed for work on the
bankruptcy, the company directors said in a court filing.  Ampal-
American, a company that invests in Israeli industry, entered
bankruptcy in August to restructure its debt, BLaw360 related.

                        About Ampal-American

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

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

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

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


ANCESTRY.COM INC: S&P Assigns 'B' CCR; Rates $720MM Facilties 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Provo, Utah-based
online family history resources provider Ancestry.com Inc. its 'B'
corporate credit rating.  The outlook is stable.

At the same time, S&P assigned Ancestry.com's $720 million senior
secured credit facilities S&P's issue-level rating of 'B+' (one
notch higher than its 'B' corporate credit rating on the company),
with a recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  The facility consists of a $50 million revolving
credit facility due 2017 and a $670 million term loan due 2018.

S&P also assigned Ancestry.com's $300 million senior unsecured
notes due 2020 S&P's issue-level rating of 'CCC+' (two notches
lower than S&P's 'B' corporate credit rating on the company), with
a recovery rating of '6', indicating S&P's expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default.  Ancestry.com used the aggregate debt proceeds,
along with $686 million of equity, including new equity
contributed by Permira Advisers and rollover equity from Spectrum
Equity and management, to finance the $1.6 billion acquisition,
valuing the company at about 10x last-12-months' EBITDA.

The 'B' rating reflects the company's "aggressive" financial
profile and narrow business focus.  S&P views the company's
business risk as "weak" as its reliance on one website for the
majority of revenue and EBITDA and need to replenish its customer
base offset its leading market position and solid EBITDA margin.
Pro forma for the transaction, lease-adjusted leverage is 6.3x
and EBITDA coverage of interest is 1.9x.  In S&P's view, the
company's financial risk profile is "highly leveraged."  S&P views
Ancestry.com's management and governance as "fair."

Ancestry.com is the global leader in the commercial market for
online family history research, although it has competitors
(notably the Mormon Church) that offer genealogical services at no
charge.  The company's main website, Ancestry.com, has more than
two million subscribers and accounts for 90% of revenue.
Subscribers pay around $19 per month on average to research their
genealogy and build a family tree using extensive historical
records provided by the company.  Ancestry.com generates about
three quarters of its revenue in the U.S., 12% from the U.K., and
the rest from Australia, Canada, and Sweden.  The company has
recently acquired content from Ireland and Germany.  Additional
content provides an incentive for current subscribers to continue
using the service and could also provide the foundation for a
local service to be launched in new countries.  S&P believes that
launches in new countries are likely, but not immediately on the
horizon given the financial investment, and the time it takes to
acquire and process enough content to start a service.  S&P views
the company's collection of records as providing a barrier to
entry, although competitors also have exclusive content.

The company's monthly subscriber churn has historically ranged
from 3.3% to 4.8%.  During the 12 months ended Sept. 30, 2012,
churn was 3.7%.  S&P views customer relationship management, and
churn specifically, as a significant risk to manage, given the
highly discretionary nature of the service and the customer time
commitment involved.  Marketing and advertising is the company's
largest operating expense.  The average subscriber acquisition
cost (SAC) has climbed over the past few years and S&P believes
could continue to grow, despite a decline in SAC during the third
quarter of 2012.  Ancestry.com exhibited strong growth through
recent periods of economic weakness; however, in S&P's opinion
maintaining its high growth could be difficult given the
relatively high cost ($13 to $35 per month) and moderately high
churn.  The company benefitted from the NBC series "Who Do You
Think You Are?," which aired for three seasons but was canceled in
the spring of 2012.  The company estimates that this show led to
100,000 gross subscriber additions per year (about 8% of total
2011 gross subscriber additions).


APPLE VIEW: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Apple View Acres Self Storage, LLC
        3204 Regal Drive
        Alcoa, TN 37701

Bankruptcy Case No.: 13-50238

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

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

Scheduled Assets: $7,358,549

Scheduled Liabilities: $7,931,312

A copy of the Company's list of its 14 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb13-50238.pdf

The petition was signed by C. Randy Massey, chief manager.


ARAMARK CORP: S&P Assigns 'BB-' Rating to $1BB Sr. Sec. Loan D
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to Philadelphia-based ARAMARK Corp.'s proposed $1 billion
senior secured term loan D maturing in August of 2019.  The
recovery rating on the proposed term loan is '2', indicating that
lenders could expect substantial (70% to 90%) recovery in the
event of a payment default or bankruptcy.

At the same time, all of the issue ratings on ARAMARK's existing
senior secured debt were lowered to 'BB-' from 'BB' and the
recovery ratings were revised to '2' from '1'.  In addition,
ARAMARK's senior unsecured debt ratings were lowered to 'B-' from
'B', and the recovery ratings were revised to '6' from '5',
indicating that lenders could expect negligible (0% to 10%)
recovery in the event of a payment default or bankruptcy.

S&P lowered the existing ratings because of the higher amount of
secured debt in the capital structure.

S&P expects that the proceeds from the food and support service
operator's proposed term loan will be used to repay a portion of
its 8.5% senior unsecured notes due Feb. 1, 2015.  The ratings are
subject to change and assume the transaction closes on
substantially the terms presented to S&P.

All of S&P's other existing ratings on the company, including the
'B+' corporate credit rating, remain unchanged.  The outlook is
stable.  Pro forma for the proposed transaction, total debt
outstanding is about $6.4 billion.

The ratings on ARAMARK Holdings Corp., the ultimate parent company
of ARAMARK Corp., reflect S&P's view that the company's financial
risk profile remains "highly leveraged," incorporating a very
aggressive financial policy and considerable cash flow required to
fund capital expenditures and pay interest costs.  Although S&P
believes the company has the capacity to meaningfully improve
credit ratios over time, S&P sees the potential for another
significant debt-financed shareholder distribution or other
leveraging event in the future.  This is currently a constraining
rating factor.

S&P characterizes ARAMARK's business risk profile as
"satisfactory" and believes the company benefits from its
satisfactory--though not dominant--positions in the competitive,
fragmented markets for food and support services and uniform
and career apparel.  S&P also believes the company will continue
to derive a significant portion of its cash flow from less
economically sensitive sectors, including education and health
care; and that the company's diversified customer portfolio
reduces contract renewal risk.  These factors translate into a
sizable stream of predictable, recurring revenues and healthy cash
flow generation.

RATING LIST
ARAMARK Corp.
Corporate credit rating                      B+/Stable/--

New Ratings
ARAMARK Corp.
$1 billion senior secured term loan D        BB-
  Recovery rating                             2

Ratings Lowered; Recovery Ratings Revised
                                         To        From
ARAMARK Corp.
Senior secured debt                     BB-       BB
  Recovery rating                        2         1
Senior unsecured debt                   B-        B
  Recovery rating                        6         5


ARROW ALUMINUM: Section 341(a) Meeting Scheduled for March 15
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Arrow Aluminum
Industries, Inc., will be held on March 15, 2013, at 2:00 p.m. at
Room 400, Memphis, TN.  Proofs of claims are due by June 13, 2013.

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

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

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

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


ASCENSUS INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Dresher, Pa.-based Ascensus Inc.  The
outlook is stable.

S&P also assigned its 'B' issue-level rating to the company's
$185 million senior secured debt.  The facility consists of a
$10 million five-year revolving credit facility and $175 million
seven-year term loan B.  The recovery rating on this debt is '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.

"Our ratings on Ascensus reflect Standard & Poor's assessment that
the company has a "highly leveraged" financial risk profile, given
its significant debt burden and its aggressive financial policy,"
said Standard & Poor's credit analyst Jacqueline Hui.

S&P believes majority ownership by a financial sponsor and board
control will influence the company's financial policy.  The
ratings also reflect S&P's view of a "vulnerable" business risk
profile, supported by the company's narrow product focus in the
competitive retirement plan solutions provider industry that could
be susceptible to weak economic conditions, and its limited
geographic diversity.

Ascensus has a heavy debt burden following the completion of the
transaction.  S&P estimates Ascensus' pro forma debt-to-EBITDA
leverage (including operating lease adjustments) increases to
about the mid-5x area, from no outstanding debt as of Sept. 30,
2012.  S&P expects the company to reduce debt through modest
required annual debt amortization and excess cash flow payments
over the next 12 months, but that leverage will remain high.  S&P
estimates adjusted leverage and the ratio of funds from operations
(FFO) to total adjusted debt will be near 5x and 14%,
respectively, over the next 12 months.  Over the same period, S&P
projects interest coverage to be about 3x.  As such, S&P believes
credit metrics are in line with the indicative financial ratios
for the "highly leveraged" descriptor, which includes adjusted
leverage over 5x.


ASPEN GROUP: Vanguard Holds 5% Equity Stake as of Dec. 31
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Vanguard Group disclosed that, as of Dec. 31,
2012, it beneficially owns 61,676,477 shares of common stock of
Aspen Group representing 5.15% of the shares outstanding.  A copy
of the filing is available at http://is.gd/HYBktm

                         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.


AURASOUND INC: Court Okays Assets' Auction Next Month
-----------------------------------------------------
Marie Beaudette, writing for Dow Jones' DBR Small Cap, reported
that a bankruptcy judge has cleared California stereo-equipment
maker AuraSound Inc. to auction its assets, with GGEC America
Inc., a subsidiary of the company's biggest creditor and main
primary supplier, kicking off bidding with a $4.8 million offer.

                       About AuraSound Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

AuraSound, Inc., filed a voluntary petition (Bank. C.D. Cal. Case
No. 12-24400) on Dec. 12, 2012.  The Company will continue to
operate its business as a "debtor in possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.  The petition was signed by the Debtor's Acting
Chief Financial Officer, Anthony J. Fidaleo.  The Hon. Mark S.
Wallace presides over the case.  The Debtor is represented by
Winthrop Couchot PC.  The Debtor scheduled assets of $2.2 million
and liabilities of $42.8 million.


AUTO CARE: BofA and Marin Say Plan Patently Unconfirmable
---------------------------------------------------------
Creditors Bank of Marin and Bank of America, N.A., ask the
bankruptcy court to deny approval of Auto Care Mall of Fremont,
Inc.'s disclosure statement, as amended, because it, among other
things, lacks adequate information and describes a Chapter 11 plan
that's patently unconfirmable.

The Debtor responded to the objections by saying that the BofA
claim will be resolved consensually using non-estate resources and
leaving the Debtor with sufficient resources to reinstate BofM in
full.

In its objection, secured creditor Bank of America points out,
among other things:

  -- The Debtor states that "BofA will be paid an agreed amount
     upon the effective date of the in full satisfaction and
     discharge of its claim."  BofA says there is no such
     agreement.

  -- As set forth in Bank of Marin's Stay Relief Motion, the
     monthly payments the Debtor would be required to make under
     its Proposed Plan total at least $68,946.77, yet the Property
     generates total monthly revenues (including CAM) of only
     $45.627.58.  The shortfall makes the Proposed Plan
     unfeasible.

  -- The Debtor makes no mention of the treatment of BofA's lien
     in the event a settlement is not reached between the Debtor
     and BofA.  If there is no settlement, BofA will prevail on
     its Motion to Dismiss, as the Debtor waived any protections
     of the anti-deficiency laws, as provided in California Civil
     Code section 2856.

  -- The Debtor has not proposed the Plan "in good faith," as
     required by section 1129(a)(3) of the Bankruptcy Code.
     First, the Debtor asks the Court and other parties to neglect
     BofA's claim on the blind assumption that it will settle the
     adversary proceeding.  Second, the Debtor dismisses BofA's
     claim instead of providing a meaningful analysis of how
     allowance of said claim will impact the Plan.

  -- The Debtor not only omits material information regarding
     BofA's claim, such as its amount, but when the Debtor does
     provide information, that information is incomplete or
     unsupported.

  -- The Disclosure Statement not only fails to satisfy the
     requirements of adequate information under section 1125(a) of
     the Bankruptcy Code, it also omits or obfuscates material
     information.

  -- There does not appear to be any information about cash flow,
     or any other type of financial projections, for creditors, or
     the Court, to use in analyzing the details of whether it is
     reasonable to conclude that the Plan is feasible and not
     likely to be followed by a liquidation of the Debtor.

  -- The Plan and Disclosure Statement are inconsistent in that
     BofA's claim is listed as "Unimpaired" in the Disclosure
     Statement and "Impaired" in the Plan itself.

  -- When taking BofA's valid Deed of Trust into account, the real
     property is significantly underwater, and as a result, the
     prospects of rehabilitation or reorganization are minimal

Bank of Marin mirrored the same objections made by BofA, and in
addition, these objections:

   * The Plan and Disclosure Statement understate the Debtor's
     indebtedness to Bank of Marin by more than $554,407.

   * The Disclosure Statement makes no attempt to explain why Bank
     of Marin is classified as "Unimpaired" when the Plan seeks to
     pay over $360,000 less that required to cure arrearages to
     Bank of Marin.

   * The Plan is illusory by stating that Bank of America will be
     paid "an agreed amount" without any confirmation that any
     agreement exists or any details of any existing agreement.

   * The Disclosure Statement fails to disclose information as to
     the source of the funds to be provided to Daniel Duc.

                     Response to Objections

The Debtor responded to the objections by saying that the BofA
claim will be resolved consensually using non-estate resources and
leaving the Debtor with sufficient resources to reinstate BofM in
full.

Daniel Duc submits that even assuming all of BofM's calculations,
the Debtor will have adequate resources to reinstate BofM in light
of both the additional investment and the funds held by the
Receiver.

According to papers filed with the Court, Daniel Duc acknowledges
that the success of rehabilitation in this Chapter 11 case is
contingent upon a successful resolution of the BofA lien position.
"The BofA lien position will be satisfied through a consensual
resolution with BofA which provides for $700,000 to be paid to
BofA in full satisfaction of its claim.  Counsel for Duc has
spoken with counsel for BofA and confirmed that BofA counsel will
state on the record that BofA has agreed to accept a payment of
$700,000 in full satisfaction of the BofA claim.

                       The Chapter 11 Plan

As reported in the TCR on Jan. 18, 2013, Auto Care Mall's Plan
provides for the payment over time of the Debtor's debt for real
estate taxes, first and second mortgages arrearages to Bank of
Marin and the reinstatement of the subject loans.

The Debtor proposes to eliminate the encumbrance of Bank of
America by mutual agreement or successful completion of the
adversary proceeding filed to determine the status of the Bank of
America deed of trust.

All scheduled general unsecured claims of $7,410 will be paid in
full with interest within 60 days following the effective date.

Equity security interest holders will retain their equity
interests in the Debtor.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/AUTO_CARE_ds.pdf

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


ASSURED PHARMACY: Sells 20 Units for $500,000
---------------------------------------------
Assured Pharmacy, Inc., entered into a Subscription Agreement with
one accredited investor, pursuant to which the Company sold to the
Investor an aggregate of 20 units at a purchase price of $25,000
per Unit in an initial closing of a private placement.  The
aggregate purchase price the Company received from the sale of
these Units was $500,000.  Each Unit consists of (a) 38,462 shares
of the Company's common stock, $0.001 par value per share, with
each share valued at $0.65, and (b) 38,462 warrants with an
exercise period of three years.  Each warrant entitles the holder
to purchase additional shares of Common Stock at an initial
exercise price of $0.90 per share, subject to certain ordinary
anti-dilution adjustments.  The Units include registration rights
requiring the Company to cause the shares of Common Stock issuable
upon exercise of the Warrants to be included in a registration
statement that wil be filed within 45 days after the Final Closing
Date.

As a result, the Company sold in the initial closing of the
Private Placement a total of 769,240 shares of common stock and
warrants to purchase 769,240 shares of common stock.  The Units
were not sold through an underwriter, and accordingly there were
no underwriting discounts or underwriting commissions involved.
The Company did employ a placement agent for the purpose of the
Private Placement, and has paid to the Placement Agent commissions
in the amount of $15,000 and three year warrants to purchase
46,155 shares of Common Stock.

The terms of the Private Placement triggered certain anti-dilution
protections afforded to holders of the Company's various classes
of Preferred Stock and Convertible Debentures.  The Company
reached an agreement with 100% of the holders of all of its
Preferred Stock and all Convertible Debentures to (i) consent to
the Private Placement, (ii) waive the "full ratchet" anti-dilution
provisions of their securities in connection with the Private
Placement and (iii) accept, as a partial ratchet anti-dilution
adjustment, a decrease in the current conversion price of such
Preferred Stock and Convertible Debentures as well as the current
exercise price of the related warrants to $0.90 per share.  These
agreements allowed the Company to complete the Private Placement
without making certain anti-dilution adjustments.

                      About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

The Company's balance sheet at Sept. 30, 2012, showed
$2.64 million in total assets, $8.68 million in total liabilities,
and a stockholders' deficit of $6.04 million.

"As of Sept. 30, 2012, the Company had an accumulated deficit of
approximately $42.6 million and recurring losses from operations.
The Company also had negative working capital of approximately
$5.0 million and debt with maturities within one year in the
amount of approximately $2.1 million as of Sept. 30, 2012.

"The Company intends to fund operations through raising additional
capital through debt financing and equity issuances, increased
sales, increased collection activity on past due other receivable
balances and reduced expenses, which may be insufficient to fund
its capital expenditures, working capital or other cash
requirements for the year ending Dec. 31, 2012.  The Company is in
negotiations with current debt holders to restructure and extend
payment terms of the existing short term debt.  The Company is
seeking additional funds to finance its immediate and long-term
operations.  The successful outcome of future financing activities
cannot be determined at this time and there is no assurance that
if achieved, the Company will have sufficient funds to execute its
intended business plan or generate positive operating results.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern."


BEAZER HOMES: Brookfield Holds 7.6% Stake at Dec. 31
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Brookfield Investment Management Inc. disclosed that,
as of Dec. 31, 2012, it beneficially owns 1,903,430 shares of
common stock of Beazer Homes USA, Inc., representing 7.58% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/iphFPc

                         About Beazer Homes

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

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

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

                           *     *     *

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

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

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


BEAZER HOMES: GSO Capital Owns 5.6% of Shares as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, GSO Capital Partners LP disclosed that, as of Dec. 31,
2012, they beneficially own 1,400,000 shares of common stock of
Beazer Homes USA Inc. representing 5.6% of the shares outstanding.
A copy of the filing is available at http://is.gd/OQgnxl

                         About Beazer Homes

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

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

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

                           *     *     *

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

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

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


BEAZER HOMES: Highbridge a 5% Equityholder as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Highbridge Capital Management, LLC, and
Glenn Dubin disclosed that, as of Dec. 31, 2012, they beneficially
own (a) $23,305,000 aggregate principal amount of 7.50% Mandatory
Convertible Subordinated Notes due 2015, convertible into
1,312,072 shares of Common Stock and (b) 18,415 shares of Common
Stock Call rights to purchase 11,900 shares of Common Stock of
Beazer Homes USA, Inc., representing 5.08% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/Y8L6bE

                         About Beazer Homes

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

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

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

                           *     *     *

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

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

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


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

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

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

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "BZNE.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Feb. 12 , 2013, was $ 3.75 per share.

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

                        http://is.gd/bfwRnQ

                   About Biozone Pharmaceuticals

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

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

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

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

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

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


BIRMINGHAM-SOUTHERN: Moody's Ups Rating on $26MM Bonds to Caa1
--------------------------------------------------------------
Moody's Investors Service upgraded to Caa1 from Caa2 the rating on
the Tuition Revenue Bonds of Birmingham-Southern College issued
through the Private Education Building Authority of the City of
Birmingham. The rating applies to the College's $26.3 million of
outstanding Series 1996, 1997 and 2002 Revenue Bonds. The rating
outlook is stable.

Summary Rating Rationale

The upgrade to Caa1 and stable outlook reflect the move to
improved operating cash flow following deep expense cuts, ongoing
donor support, and planned reduction in debt. Other upgrade
drivers include the move to a streamlined board structure as well
the improved balance sheet composition through the elimination of
endowment deficiencies.

Credit challenges include the need to rebuild enrollment and
student revenue, the need to sustain unrestricted gift support
over several years, subordination of revenue bonds through bank
debt, and high operating leverage. Additionally, the college's
accreditation remains on Warning by the Southern Association of
Colleges and Schools Commission on Colleges (SACS).

Challenges

- Small enrollment and revenue base with 1,231 full-time
equivalent students in fall 2012, down 4.8% from the prior year.
Following two fall semester with smaller entering classes,
enrollment recovery will take time even with increasing freshman
classes.

- Outcome of SACS accreditation Warning remains uncertain.

- Elevated bank debt with $38.9 million of debt with Regions Bank
(rated Baa3/P-3) subject to acceleration and renewal risk. Through
a Promissory Note and Security Agreement entered into in November
2010 with a three-year term, the college granted Regions Bank a
secured and perfected interest in its physical property, its
deposits, Pledgeable Endowment Assets and other assets not subject
to the prior claim on the Tuition Revenue Bonds rated by Moody's.
While the Tuition Revenue bonds have a first lien on tuition
revenue, Moody's believes the enhanced security Regions Bank
enjoys could impact expected recovery in the event of default. The
book value of the real estate, net of depreciation and
construction-in-progress, was $112 million as of May 31, 2012.

- Razor thin unrestricted liquidity with $3.3 million of
unrestricted monthly liquidity translating to 29 monthly days cash
on hand and 8% coverage of demand debt. This thin cushion points
to limited ability to absorb unexpected revenue declines or
expense increases.

- Fiercely competitive student market, with increasing pressure
from public universities in Alabama and wealthier private
universities in the region. While net tuition per student of
$13,950 for fiscal 2012 is improved, the college's ability to pass
on net tuition increases remains unproven. Moody's views the
tuition discount rate of 56.2% in FY 2012 as evidence of
constrained market pricing power.

Strengths

- History of substantial donor support with average gift revenue
of $8.5 million per year from FY 2010 through FY 2012. Maintaining
donor support and unrestricted gifts in particular, will be
crucial in the coming years for the college's continued financial
viability. While the board and other closely aligned donors have
responded to the college's extraordinary near term needs, future
credit quality will depend on guarding against donor fatigue and
maintaining perception of positive momentum through the multi-year
recovery plan.

- Clear resolve and commitment of BSC board and management to
address and correct the structural operating deficits by making
difficult cuts. Operating expenses declined 22.7% between FY 2010
and FY 2012 as these cuts were implemented. The cuts produced a
Moody's adjusted operating cash flow of 15.8% in FY 2012 the
strongest since FY 1999.

- Improved balance sheet metrics through the elimination of
accumulated endowment deficiencies and reduction of permanently
restricted net assets. In a move approved by the college's board,
prior underwater endowment amounts were eliminated in FY 2012.
This will result in an improved U.S. Department of Education
Financial Responsibility Ratio that in the past had meant the
requirement to maintain a letter of credit in favor of the DOE.

- Student market identity as small liberal arts college within the
United Methodist tradition resulting from a merger in 1918. The
reputation has been aided by small class sizes and the success of
the college's graduates in entering professional programs. For the
entering freshman class of fall 2012, the College accepted 65% of
applicants and yielded 27% of those admitted. Geographic diversity
has been improving with 44% of the fall 2012 entering class from
out of state. The market position continues to be aided by the
decision to switch the college's intercollegiate athletics to
Division III from Division I.

Outlook

The stable outlook reflects the improved cash flow performance of
the college combined with potential resolution of the SACS Warning
status. The outlook is dependent on the ability to increase
student revenue and maintain donor support over time.

What Could Make the Rating Go Up?

The rating could move up through successful resolution of the SACS
Warning status, increasing earned revenue, steady donor support,
reduction in debt combined with evidence of ongoing ability to
renew the Regions Bank note agreement over time.

What Could Make the Rating Go Down?

Inability to meet tuition revenue targets, inability to maintain
unrestricted donor support, or material decline in financial
resources. The presence of the bank debt with a superior claim on
assets could accelerate downward pressure.

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


BURLINGTON COAT: Notes Offer Increase No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service stated that Burlington Coat Factory
Warehouse Corp.'s B3 Corporate Family Rating and stable outlook
are not impacted by the increase to $350 million from its
previously announced $300 million senior unsecured PIK toggle
notes due 2018 co-issued by Burlington's indirect parent
Burlington Holdings, LLC. In addition, the increase will not
change the Caa1 rating on the senior unsecured PIK toggle notes.
The larger size of the PIK toggle notes does not have a material
impact on debt to EBITDA. Pro forma for the $350 million PIK
toggle notes, Burlington's debt to EBITDA will increase to about
6.7 times versus 6.6 times pro forma for the original amount of
the PIK toggle notes. In addition, Moody's continues to expect
debt to EBITDA to fall to between 6.0 to 6.25 times over the next
twelve to eighteen months.

Proceeds from the incremental PIK toggle notes will be used to
increase the size of the dividend paid to Bain Capital.

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

Burlington Coat Factory Warehouse Corp., headquartered in
Burlington, New Jersey, is a nationwide off-price apparel retailer
that operates about 500 stores in 44 states and Puerto Rico.
Annual revenues are approximately $4.1 billion. Burlington
Holdings, LLC is an indirect parent of Burlington. Both entities
are wholly owned by Bain Capital.


CAPITOL BANCORP: Seeks to Prevent Bank Seizure with Loan
--------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that Capitol
Bancorp Ltd. is seeking to shore up its Sunrise Bank of
Albuquerque with a $1 million payment to prevent the bank from
being seized by regulators.

As reported in the Feb. 6, 2013 edition of the TCR, Capitol
Bancorp has entered into a binding sales agreement with Weststar
Bancorp for the sale and subsequent recapitalization of Sunrise
Bank of Albuquerque.

Weststar Bancorp executed a letter of intent for the purchase of
Sunrise Bank of Albuquerque in December of 2012.  Weststar Bancorp
was expected to finalize an escrow arrangement for this
transaction with a New Mexico bank before Feb. 8, 2013.  The
transaction is subject to regulatory and bankruptcy court approval
and expected to be completed in 2013.

                       About Capitol Bancorp

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

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

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

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

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

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


CHEF SOLUTIONS: Court Enters Final Decree Closing Ch. 11 Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware this month
entered a final decree closing the Chapter 11 cases of Food
Processing Liquidation Holdings, LLC.

The Court, in its order, stated that it was satisfied that the
Debtor has achieved consummation of the Plan and that the Debtor's
estate has been fully administered.

The Court also ordered that prior to Feb. 28, 2013, the Debtor
will (i) submit a post-confirmation quarterly report to the U.S.
Trustee for the period including Jan. 1, 2013, until the date of
the final decree; and (ii) pay all quarterly fees that are due and
owing for the period, if any.

As of the date of the entry of the final decree, the Debtor owes
$67,854 to Donlin, Recano & Company, inc., the claims, noticing
and voting agent, of which $15,715 will be allowed administrative
expense claim and the balance will be an undisputed obligation of
the debtor which arose after the Effective Date.

According to the Debtor, the Court confirmed and approved the
Joint Plan of Liquidation dated Feb. 13, 2012.  The effective date
of the Plan occurred on May 7, 2012.  On July 11, 2012, the Court
entered an order closing each of the Chapter 11 cases with the
exception of the Debtor's case.

                       About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, was the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

The Debtor was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHURCH STREET: Creditors Tap Gilbert LLP as Insurance Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Church Street Health Management, LLC, et al.,
seeks the Bankruptcy Court's authority to expand the scope of
Gilbert LLP's services to include special insurance litigation
counsel.

As special insurance litigation counsel, Gilbert LLP will prepare
for the resumption of and litigate in the 2010 insurance action
filed by National Union Fire Insurance Company of Pittsburgh,
pending in the District Court for the Middle District of
Tennessee.  The Committee believes it needs to be involved in
additional insurance-related litigation that may involve other
insurance carriers that issued policies that may provide coverage
for the claims asserted by Class 5(a) claimants -- patient
claimants -- under the Debtors' Chapter 11 liquidating plan.  The
Committee anticipates resumption of the litigation after approval
of the liquidating plan.

As special insurance litigation counsel, Gilbert LLP will be paid
(a) 10% of the first $100 million in insurance recoveries obtained
by the estates or the Liquidating Trust to satisfy Class 5(a)
claims; (b) 12.5% of the next $100 million in insurance recoveries
obtained by the estates or the Liquidating Trust to satisfy Class
5(a) claims; and (c) 15% of any insurance recoveries above $200
million obtained by the estates or the Liquidating Trust to
satisfy Class 5(a) claims.  Gilbert will also be reimbursed for
any necessary out-of-pocket expenses.

The Committee also said it is in discussions with Gilbert LLP are
on the retention of Moriarty Leyendecker, P.C., and Hackerman
Frankel, P.C., as additional special Insurance Litigation counsel.
The Committee said the collective fees payable to these Firms are
to be divided among the Firms pursuant to certain terms.

Gilbert LLP maintains that it is a "disinterested party" within
the meaning of Sections 101(14) and 327(c) of the Bankruptcy Code
and holds no interest adverse to the Committee or the Debtors'
creditors on the matters for which it is to be employed.

Objections to the Committee's request are due Feb. 27.  A hearing
is scheduled for March 6.

                        About Church Street

Church Street Health Management, LLC, which provided management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee, on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

The U.S. Trustee for Region 8 removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.


COMARCO INC: Elkhorn Reports 49.3% Equity Stake as of Feb. 11
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Elkhorn Partners Limited Partnership
disclosed that, as of Feb. 11, 2013, it beneficially owns
6,939,872 shares of common stock of Comarco, Inc., representing
49.3% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/aka3kO

                         About Comarco Inc.

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

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

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

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

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


CONSTELLATION BRANDS: Fitch Places 'BB+' IDR on Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed Constellation Brands, Inc.'s debt ratings
on Rating Watch Negative. Fitch rates the company as follows:

-- Long-term IDR 'BB+';
-- Secured bank credit facility 'BB+';
-- Senior unsecured notes 'BB+'.

This rating action affects approximately $4.0 billion of total
debt at Nov. 30, 2012.

KEY RATING DRIVERS

On Feb. 14, 2013, Constellation Brands announced in a revised
agreement that it would acquire AB InBev Piedras Negras brewery
and perpetual rights to the Corona and Modelo brands in the U.S.
for $2.9 billion in addition to the remaining 50% of Crown Imports
LLC (Crown), a 50 - 50 joint venture with Grupo Modelo, it does
not own for USD 1.85 billion. The total combined purchase price
will be $4.75 billion. Constellation also plans to invest
approximately $400 million to expand the Piedras Negras facility,
which will then enable it to supply 100% of its needs for the U.S.
marketplace. Piedras Negras currently fulfills approximately 60%
of Crown's current demand. The Crown portfolio of brands includes
Corona Extra, which according to the company is the best-selling
imported beer and the sixth best-selling beer overall in the
industry, and Corona Light - the leading imported light beer. The
transaction is subject to regulatory approval from the US and
Mexico.

AB InBev and Constellation have also agreed to a three-year
transition services contract to ensure the smooth transition of
what is categorize as a world class facility. The companies claim
that the Piedras Negras is a world-class brewery, which is fully
self-sufficient, utilizes top-of-the-line technology and was built
to be readily expanded to increase production capacity. Fitch
believes that there is good strategic rationale for the
transaction, given the strong cash flow generative ability of
Crown, the growth of imported beer sales in the U.S., and the
strength of the Corona brand.

The Rating Watch Negative reflects that upon closing of the
transaction Constellation's leverage (defined as total debt-to-
EBITDA) will increase to about 6x, which will be high for the
rating category. The company expects leverage to decrease to its
targeted range of 3 - 4x within 2 - 3 years following the close of
the transaction. Fitch estimates that total EBITDA of the acquired
operations is approximately $600 million and that free cash flow
(FCF) is in the range of $400 - $450 million. Annual combined FCF
is estimated to range between $500 - $600 million for the first
couple of years after allowing for incremental CAPEX. These
estimates are based on the company's disclosure and
Constellation's 50% share of Crown's cash distribution. For the
LTM period ending Nov. 30, 2012, Constellation 50% share of the
Crown cash distribution was approximately $220 million. Debt to
EBITDA, including the equity income from Crown was 4.4x for the
period and EBITDA plus equity income to interest expense was
4.1x.

Constellation indicated that it had fully committed bridge
financing in place to complete the acquisition. Permanent
financing is expected to consist of a combination of senior notes
and term loans, with the remainder of the funding coming from the
company's existing revolving credit facility, accounts receivable
securitization facility and available cash.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead
to a negative rating action include:

-- Should the transaction be consummated, ratings could be
downgraded within the 'BB' category. Further confirmation of
potential FCF generation and/or the application of proceeds from
the potential divestment of assets may limit the magnitude of a
negative rating action.

Future developments that may, individually or collectively, lead
to a positive rating action include:

-- A positive rating resolution is not likely, due to the
likelihood of heightened leverage if the transaction is
consummated. However beyond the intermediate term, management's
commitment to maintain leverage within their stated goal of 3 -4x
and conservatively fund a portion of future large acquisitions
with equity could result in future upward migration of ratings.

The Negative Watch could be removed and ratings maintained at
current levels with a Stable Outlook if the transaction is not
consummated.


CRC DRILLING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CRC Drilling & Blasting, Inc.
        P.O. Box 800-996
        Coto Laurel
        Ponce, PR 00780

Bankruptcy Case No.: 13-01120

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Patricia I. Varela, Esq.
                  CHARLES A CUPRILL PSC
                  356 Fortaleza Street
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  Fax: (787) 977-0518
                  E-mail: pvarela@cuprill.com

Scheduled Assets: $1,363,544

Scheduled Liabilities: $3,913,106

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/prb13-01120.pdf

The petition was signed by Carlos Rodriguez Castro, president.


CROATAN SURF: Court Dismisses Chapter 11 Case
---------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina last month entered an order
dismissing the Chapter 11 case of Croatan Surf Club, LLC, on these
conditions that:

   1. the Debtor use funds in the Debtor's DIP account to pay the
      quarterly fees for the quarters ending Sept. 30, 2012,
      and Dec. 31, 2012;

   2. the terms, conditions and provisions of the order approving
      the Debtor's motion to sell property free and clear of liens
      and other interests pursuant Section 363(f) of the
      Bankruptcy Code entered on Sept. 20, 2012, will all survive
      the dismissal of the Debtor's Chapter 11 proceeding;

   3. the terms, conditions and provisions of the order pursuant
      to F.R.B.P. Rule 9019 entered on June 28, 2012, will all
      survive the dismissal of the Debtor's Chapter 11 proceeding;
      and

   4. the Court will retain jurisdiction to enforce the terms,
      conditions and provisions of the 363 Order and the 9019
      Order.

As reported in the TCR on Jan. 14, 2013, the Debtor related that
during the course of the proceedings, the Debtor and its creditors
have negotiated a resolution to their differences and that many
issues that have arisen during the court of this proceeding,
including issues raised in State Court proceedings in Montgomery
County, Pennsylvania and Dare County, North Carolina.  The Debtor
discussed the dismissal with all the primary creditors and said
there is universal support for the dismissal.

                      About Croatan Surf Club

Croatan Surf Club, LLC owns a 36-unit condominium complex in Kill
Devil Hills, North Carolina.  It filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.
Walter L. Hinson, Esq., at Hinson & Rhyne, P.A., in Wilson, N.C.,
serve as counsel to the Debtor.  Kevin J. Silverang, Esq., and
Philip S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St.
Davids, Pa., serve as co-counsel to the Debtor.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CUBIC ENERGY: Wells Fargo Ownership at 17% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that, as of
Dec. 31, 2012, it beneficially owns 13,545,900 shares of common
stock of  Cubic Energy Inc. representing 17.54% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/bvvjQm

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

The Company said in its quarterly report for the period ended
March 31, 2012, that, "Our debt to Wells Fargo, with a principal
amount of $35,000,000, is due on July 1, 2012, and the Wallen
Note, with a principal amount of $2,000,000, is due Sept. 30,
2012, and both are classified as a current debt.  As of March 31,
2012, we had a working capital deficit of $33,162,110.  This level
of negative working capital creates substantial doubt as to our
ability to pay our obligations as they come due and remain a going
concern.  We are negotiating with Wells Fargo and Mr. Wallen to
extend the maturity date of these debts.  There can be no
assurance that the Company will be able to negotiate such
extensions."

Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$29.52 million in total assets, $39.45 million in total
liabilities, all current, and a $9.92 million total stockholders'
deficit.

                        Bankruptcy Warning

"While we commenced a formal process to pursue strategic
alternatives, there can be no assurance that the process will
result in any transaction, or that, even if a transaction is
consummated that it will resolve our significant short-term
liquidity issues," the Company said in its annual report for the
year ended June 30, 2012.  "Even if a potential transaction is
announced, no assurances can be given that such potential
transaction will have a positive effect on our stock price.
Additionally, if a transaction is announced but is not
consummated, our stock price may be adversely affected.
Restructuring, refinancing or extending the payment date of our
indebtedness likely will be necessary."

The Company added, "We are continuing to discuss potential
transactions with third parties and expect to engage in further
discussions with our lenders regarding extensions of the repayment
dates of our indebtedness.  There can be no assurance that these
discussions will lead to a definitive agreement on acceptable
terms, or at all, with any party.  Any transaction could be highly
dilutive to existing stockholders.  If we are unsuccessful in
consummating a transaction or transactions that address our
liquidity issues, we could be required to seek protection under
the U.S. Bankruptcy Code."


DAVE & BUSTER'S: S&P Raises CCR to 'B'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based restaurant and out-of-home entertainment
company Dave & Buster's Inc. to 'B' from 'B-'.  The outlook is
stable.

At the same time, S&P raised the issue-level rating on the senior
secured debt by one notch to 'BB-' from 'B+' in conjunction with
S&P's upgrade of the corporate credit rating.  The recovery rating
remains '1'.  S&P also raised the issue-level rating on the
unsecured notes to 'B-' from 'CCC+', while the recovery rating is
unchanged at '5'.

"The ratings on Dave & Buster's reflects its 'highly leveraged'
financial risk profile, with elevated debt levels, thin cash flow
coverage ratios, and a very aggressive financial policy that is
influenced by its private equity ownership," said Standard &
Poor's credit analyst Andy Sookram.  S&P views Dave & Buster's
business risk profile as "weak" because the small size of its
operations make it more susceptible to swings in cost inflation
and consumer spending and it maintains an aggressive store opening
program.

Credit protection measures improved over the past year.  EBITDA
increased to $128 million for the 12-month ended Oct. 28, 2012
compared with $122 million for the prior year period, due to same-
store sales growth, benefits from cost improvement initiatives and
new store openings.  In addition, debt to EBITDA was 6.2x and
funds from operations (FFO) to debt was about 13.5%, versus
nearly 6.5x and 10%, respectively, last year.  Dave & Buster's has
elevated debt levels, resulting from debt incurred in connection
with the acquisition of the company by Oak Hill in June 2010 and a
subsequent debt-funded dividend transaction.  S&P expects credit
metrics to improve slightly in the near-term, based on the
following key assumptions:

   -- Same-store sales of about 2% to 3%, fueled by lower
      unemployment and modest U.S. gross domestic product growth
      of about 3%.

   -- S&P estimates the company will open about four to five
      stores in each of the next two years.

   -- EBITDA growing to about $140 million on new-store
      contribution and organic sales expansion, helping to offset
      the effects of incremental pay-in-kind (PIK) and lease-
      adjusted debt  and modest cost inflation of about 30 basis
      points.

   -- Capital spending increasing meaningfully in 2013 on new
      store initiatives, which will be funded with generated cash
      flows and cash on hand.

The stable outlook on Dave & Buster's incorporates S&P's
expectation that credit metrics will improve slightly in the near
term as EBITDA growth will offset additional PIK and lease-
adjusted debt.  S&P thinks there will be some commodity cost
pressures, but the company should mitigate this through price
increases and cost savings initiatives.  Specifically, S&P sees
leverage of about 6x and FFO to debt of nearly 14% for fiscal
2013.

S&P could consider a negative rating action if new stores are
poorly executed, if EBITDA falls by about 10% from negative same-
store sales arising from heightened competitive pressures, or if
cost inflation occurs without timely sales price adjustment.
Under these scenarios, leverage increases to 6.5x or higher, and
FFO to debt declines to about 10%.  An upgrade is unlikely at this
point given the company's elevated debt burden.  However one could
occur if S&P revises its assessment of the business risk profile
to "fair," and leverage declines to under 5x on debt reduction or
EBITBA increases of about 35%.


DEWEY & LEBOEUF: List of Latest Settling Former Partners
--------------------------------------------------------
Dewey & LeBoeuf LLP has submitted to the Bankruptcy Court a
schedule of the settling partners and their respective settlement
amounts in connection with the Debtor's application to approve a
a settlement agreement among the Debtor, the Official Committee of
Former Partners, the Ad Hoc Committee of Retired Partners of
Leboeuf, Lamb, Leiby & MacRae, and certain settling partners.

A copy of the schedule, dated as of Feb. 18, 2013, is available
at http://bankrupt.com/misc/dewey.doc1059-1.pdf

The aforementioned schedule is subject to further amendment.

As reported in the TCR on Feb. 14, 2013, the AHC, with the support
of the FPC, whose members sought the appointment of an examiner,
became 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 the settling 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.

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.


DEX ONE: Mittleman Equity Stake at 5.2% as of Dec. 31
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mittleman Brothers, LLC, and its affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 2,672,403 shares
of common stock of Dex One Corporation representing 5.2% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/WN4gHh

                           About Dex One

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

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

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

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

                           *     *     *

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

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

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

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

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


DEX ONE: Hayman Capital Has 9.9% Equity Stake as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hayman Capital Management, L.P., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 5,064,550 shares of common stock of Dex One Corporation
representing 9.95% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/m43YDk

                           About Dex One

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

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

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

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

                           *     *     *

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

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

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

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

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


DIALOGIC INC: Tennenbaum Owns 64.4% of Shares as of Feb. 7
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Tennenbaum Capital Partners, LLC, disclosed
that, as of Feb. 7, 2013, it beneficially owns 12,542,161 shares
of common stock of Dialogic Inc. representing 64.4% of the shares
outstanding.  Tennenbaum previously reported beneficial ownership
of 55,499,950 common shares or a 61.7% equity stake as of Aug. 8,
2012.  A copy of the amended filing is available at:

                       http://is.gd/vxDKRV

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $126.69
million in total assets, $140.69 million in total liabilities and
a $13.99 million total stockholders' deficit.

                        Bankruptcy warning

The Company has said in regulatory filings that, "In the event of
an acceleration of our obligations under the Term Loan Agreement
or Revolving Credit Agreement and our failure to pay the amounts
that would then become due, the Revolving Credit Lender or Term
Lenders could seek to foreclose on our assets.  As a result of
this, we would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code and/or our affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, we could seek to reorganize our
business, or we or a trustee appointed by the court could be
required to liquidate our assets."


DIGITAL DOMAIN: Maturity Date of DIP Loans Extended to March 29
---------------------------------------------------------------
The Bankruptcy Court authorized DDMG Estate, et al., previously
known as Digital Domain Media Group Inc., et al., to enter into a
second amendment to the Nov. 7, 2012 final order authorizing the
Debtors to obtain postpetition financing from lenders led by udson
Bay Master Fund Ltd. and use cash collateral.

Pursuant to this second amendment, the Outside Date (as defined in
the Term Sheet) will be amended to March 29, 2013.  A copy of the
approved budget is available at:

   http://bankrupt.com/misc/ddmg.doc834-1.pdf

The terms and conditions of the final DIP order will remain in
full force and effect, except as specifically amended or modified
by the order.  A copy of the DIP financing order is available at:

  http://bankrupt.com/misc/DIGITALDOMAIN_dipfinancing_order.pdf

                       About Digital Domain

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

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

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

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

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


DIGITAL DOMAIN: Plan Filing Period Extended to April 9
------------------------------------------------------
The Bankruptcy Court has extended DDMG Estate, et al.'s exclusive
period to propose a plan until April 9, 2013, and their exclusive
period to solicit acceptance for that plan until June 3, 2013.

                       About Digital Domain

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

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

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

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

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


DIMMITT CORN MILL: Files Bare-Bones Chapter 11 Petition in Texas
----------------------------------------------------------------
Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-20055) in
Amarillo, Texas, on Feb. 15, 2013.  The Debtor estimated assets
and debts in excess of $10 million.  David R. Langston, Esq., at
Mullin, Hoard & Brown, in Lubbock, Texas, serves as counsel.


DOGWOOD PROPERTIES: Files Bare-Bones Petition in Memphis
---------------------------------------------------------
Dogwood Properties, G.P., filed a Chapter 11 petition (Bankr.
W.D. Tenn. Case No. 13-21712) in its hometown in Memphis,
Tennessee on Saturday.  The partnership estimated assets and debts
in excess of $10 million.  Russell W. Savory, Esq., at Gotten,
Wilson, Savory & Beard PLLC, in Memphis, serves as counsel to the
Debtor.  The Debtor is required to submit a Chapter 11 plan and
explanatory disclosure statement by June 17, 2013.


DYNASIL CORP: Incurs $379,000 Net Loss in Dec. 31 Quarter
---------------------------------------------------------
Dynasil Corporation of America filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $379,342 on $10.55 million of net revenue for the
three months ended Dec. 31, 2012, as compared with net income of
$370,338 on $12.13 million of net revenue for the same period a
year ago.

The Company's balance sheet at Dec. 31, 2012, showed
$36.37 million in total assets, $17.80 million in total
liabilities, and $18.57 million in total stockholders' equity.

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

                        http://is.gd/SrSWkS

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

Dynasil incurred a net loss of $4.30 million for the year ended
Sept. 30, 2012, compared with net income of $1.35 million during
the prior fiscal year.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company is in default of the financial covenants under the
terms of its outstanding indebtedness with Sovereign Bank, N.A.,
and Massachusetts Capital Resource Company for its fiscal fourth
quarter ended Sept. 30, 2012.  These covenants require the Company
to maintain specified ratios of earnings before interest, taxes,
depreciation and amortization (EBITDA) to fixed charges and to
total/senior debt.  A default gives the lenders the right to
accelerate the maturity of the indebtedness outstanding.
Furthermore, Sovereign Bank, the Company's senior lender has an
option option to impose a default interest rate with respect to
the senior debt outstanding, which is 5% higher than the current
rate.  None of the lenders has has taken any actions as of January
15.

The Company had approximately $9 million of indebtedness with
Sovereign Bank and $3.0 million of indebtedness with Massachusetts
Capital, which is subordinated to the Sovereign Bank loan, as of
as of Sept. 30, 2012.  The Company said it is current with all
principal and interest payments due on all its outstanding
indebtedness, through January 15.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in its annual report
for the fiscal year ended Sept. 30, 2012.


EDUCATION HOLDINGS: Gets Final OK to Incur $7MM of DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware this month
entered a final order authorizing Education Holdings 1, Inc. to:

   -- obtain senior secured postpetition financing pursuant to the
      DIP agreement dated Jan. 21, 2013, with General Electric
      Capital Corporation, as administrative agent and collateral
      agent, and other participating prepetition senior secured
      lenders, in an aggregate principal amount not to exceed
      $7 million;

   -- use cash collateral;

   -- grant liens and provide superpriority administrative expense
      claim status, and

   -- grant adequate protection.

As reported in the Troubled Company Reporter on Jan. 29, 2013,
pursuant to the DIP agreement, the Debtor may borrow certain
postpetition funds under a revolving credit facility in an
aggregate principal amount not to exceed $7 million.  Proceeds
will be used to both fund the restructuring costs for the
Debtor as well as fund the operations of Penn Foster, Inc.

All DIP obligations will mature 90 days following the Petition
Date.  The Debtor is required to obtain a combined order approving
the Plan and the Disclosure Statement within 60 days after the
Petition Date, and have the effective date of the Plan occur
within 90 days following the Petition Date.

The Debtor first engaged in negotiations with the prepetition
noteholders but the noteholders indicated that they would not
consent to being primed.

As adequate protection for any diminution in value of their
collateral, the senior secured lenders will receive, among other
things, current payment of interest ad the non-default contract
rate, and payment of out-of-pocket fees.  Junior lenders will
receive payment of out-of-pocket fees and replacement liens.

                   About Education Holdings 1

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

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

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

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


EDUCATION HOLDINGS: Has Until March 22 to File SALs and SOFA
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until March 22, 2013, Education Holdings 1, Inc.'s time to file
schedules of assets and liabilities and statement of financial
affairs.  The Court also permanently waived the requirement to
file the same if the Debtor's prepackaged Chapter 11 Plan of
Reorganization is confirmed prior to the expiration of the
extension, and permanently waived the requirement to convene the
meeting of creditors if the Plan is confirmed prior to the
expiration of the extension.

                    About Education Holdings 1

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

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

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

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


ENERGY FUTURES: Bankruptcy Advisers Circle Still-Solvent Co.
------------------------------------------------------------
Nick Brown and Michael Erman, writing for Reuters, reported that
despite being still solvent, lawyers and bankers are betting a big
chunk Texas power company Energy Futures, formerly TXU, will file
for bankruptcy, and are already trying to line up clients to
represent in any restructuring.

According to the report, Energy Future set the wheels in motion
last week when it tapped restructuring advisers from law firm
Kirkland & Ellis and financial advisers Evercore Partners and the
Blackstone Group.  The hiring of advisers came just months before
the company, which was taken private in 2007 in the largest
leveraged buyout, has to start making payments on some of the $52
billion of debt it had as of the end of September. Now, creditors
have begun to organize themselves for a restructuring and a
plethora of large law firms, including Cadwalader Wickersham &
Taft, Brown Rudnick, Otterbourg Steindler Houston & Rosen, and
White & Case, are involved or making pitches to represent creditor
groups, people close to the matter said, Reuters related.

With more than $42 billion in assets, Energy Future has the
potential to be one of the 10 largest U.S. bankruptcies, and the
largest since specialty finance company CIT Group Inc filed for
protection in late 2009, according to bankruptcydata.com, Reuters
related.

Reuters said law firms and investment banks can make millions of
dollars from large bankruptcies, depending on the size and
complexity of the case. Some leading bankruptcy partners charge
around $1,000 an hour, and lead teams of dozens of partners and
associates whose hourly rates vary from about $300 to about $800.

Reuters related that the $45 billion TXU buyout, which loaded the
company with debt, is viewed as one of the most spectacular
failures of the last decade's buyout boom. KKR & Co, one of the
private equity firms that led the TXU deal, has written off 95
percent of the value of its investment in the company. TPG Capital
Management and Goldman Sachs Group Inc's private equity arm were
also part of the consortium.  The debt is held by scores of
parties, including distressed debt investors Aurelius Capital
Management, Centerbridge Partners and Angelo Gordon & Co, one of
the sources said.

                         About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

As reported by the TCR on Dec. 7, 2012,  Fitch Ratings has lowered
the Issuer Default Rating (IDR) of EFH to 'Restricted Default'
(RD) from 'CC'.  Fitch Ratings has deemed the recently concluded
exchange offer to exchange a portion of the LBO notes and legacy
notes at Energy Future Holdings Corp (EFH) for new 11.25%/12.25%
senior toggle notes due 2018 at Energy Future Intermediate Holding
Company LLC (EFIH) as a distressed debt exchange (DDE).

In the Dec. 28, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on EFIH,
TCEH, and EFCH to 'CC' from 'CCC'.

"We lowered to 'CC' from 'CCC' our corporate credit rating on EFH
subsidiary EFCH. EFCH guarantees TCEH's senior secured debt (which
includes the revolver) and so falls to 'CC' along with TCEH," S&P
said.


ENERGY INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Energy Investment Group, LLC
        5 Chestnut Drive
        Burlington, CT 06013-2227

Bankruptcy Case No.: 13-70096

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Pikeville)

Debtor's Counsel: J. Wesley Harned, Esq.
                  DELCOTTO LAW GROUP, PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: wharned@dlgfirm.com

                         - and ?

                  Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP, PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.com

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

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

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

The petition was signed by Edmond L. DiClemente, manager of
member, Polo Investments, LLC.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Xcell Energy and Coal Company, LLC    13-70095            02/14/13


ENTERPRISE PRODUCTS: Fitch Affirms 'BB+' Jr. Subordinated Rating
----------------------------------------------------------------
Fitch Ratings affirms Enterprise Products Operating LLC ratings
and assigns a Short-Term Issuer Default Rating (IDR) and
Commercial Paper Rating of 'F2' to EPO's $2.0 Billion commercial
paper program. Additionally, Fitch has affirmed and withdrawn its
ratings on TEPPCO Partners, LP.

Fitch affirms these ratings:

EPO
-- Long Term IDR at 'BBB';
-- Senior unsecured at 'BBB';
-- Junior subordinated at 'BB+'.

Fitch assigns:
-- Short-Term IDR 'F2'
-- Commercial Paper 'F2'

Fitch affirms and withdraws the following ratings:

TEPPCO
-- Issuer Default Rating (IDR) at 'BBB';
-- Senior unsecured at 'BBB';
-- Junior subordinated at 'BB+'.

The Ratings Outlook is Stable. Approximately $15 billion in debt
is affected by today's rating action

KEY RATINGS DRIVERS

EPO's ratings are supported by the company's large size and scale;
the quality and diversity of its portfolio of midstream assets;
strong financial performance and conservative policy toward
distributions and financings; and increasing percentage of fee-
based revenue. EPO's sizable portfolio of midstream assets
provides strong consistent cash flow and earnings. EPO's midstream
asset base covers most major domestic gas producing basins.
Geographic and business line diversity largely insulate EPO from
any dynamic shifts in oil and gas production as well as provides
ample organic growth opportunities within its operating footprint,
limiting the need to make large scale acquisitions for the sake of
growth. EPO accesses all of the major gas and oil production
regions in the U.S. EPO serves all U.S. based ethylene steam
crackers, which are the largest consumers of NGLs. Fitch notes
that NGL and crude prices can be very volatile and weakness in
crude, NGL, and or fractionation spreads could impact EPO's cash
flow and earnings.

Fitch recognizes that EPO is in the middle of a significant
capital spending program with planned growth spending of $7.3
billion expected for 2013 through 2015. These growth investments
are largely focused on fee-based or revenue assured assets which
should continue to help lower EPO's exposure to changes in
commodity prices. Additionally, Fitch expects EPO's leverage
metrics will improve as EPO benefits from the earnings and cash
flow associated with project completion and operation.

EPO's year-end 2012 financial metrics were strong for the ratings
category with EBITDA interest coverage of roughly 5.4x and debt/
EBITDA of 3.6x with a 50% equity treatment for EPO's junior
subordinated notes. Fitch expects 2013 metrics to be modestly
weaker as the company works through its large capital expenditure
program with debt/EBITDA of around 4.0x, but then improves in 2014
to between 3.75 to 4.0x. Distribution coverage remained strong
relative to its master limited partnership peers at roughly 1.9x
for 2012. Fitch expects distribution coverage to fall slightly for
2013 but remain well above 1.2x.

Liquidity remains adequate with cash and availability under its
revolver of $3.2 billion at 2012 year end. Upcoming maturities are
manageable with $1.2 billion due in 2013, $1.15 billion in 2014,
and $1.3 billion due in 2015. EPO is the operating partnership for
Enterprise Partners L.P. (NYSE:EPD). EPD as the parent company of
EPO guarantees the debt obligations of EPO.

Additional Favorable Characteristics for EPO Include:

-- Conservative distribution practices and supportive ownership;

-- Beneficial longer term industry trends due to the expected
growth in utilization of NGLs by the petrochemical industry as
feedstock for ethylene production and the continued focus of
natural gas production activity to liquids rich producing basins
underpinning a need for midstream services and infrastructure.

Credit Concerns for EPO Include:

-- Significant growth capital expenditures of approximately $7.3
billion through 2015, which will weigh on leverage metrics in the
near term;

-- Exposure, though limited, to commodity price volatility
particularly NGL margins.

RATINGS SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Maintaining debt/adjusted EBITDA at 3.5x or below on a
sustained basis.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Continued large-scale capital expenditure program funded by
higher than expected debt borrowings, causing debt/EBITDA to be
above 4.2x on a sustained basis

-- An increase in gross margin sensitivity to changes in commodity
prices.


FIRST CONNECTICUT: In Chapter 11, Taps Wasserman as Counsel
-----------------------------------------------------------
First Connecticut Holding Group, L.L.C. IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.

The Debtor immediately filed an application to employ Wasserman,
Jurista & Stolz, P.C., as counsel.

Other than the application, the Debtor has not filed any first day
motions.

The Debtor agreed to pay Wasserman a $10,000 retainer.  The firm
will bill at its normal hourly rates.

The proposed arrangement for compensation, including hourly rates,
if applicable, is as follows:

  Professional            Rank            Hourly Rate
  ------------            ----            -----------
Robert B. Wasserman       Partner            $525
Steven Z. Jurista         Partner            $500
Daniel M. Stolz           Partner            $500
Stuart M. Brown           Of Counsel         $450
Kenneth L. Moskowitz      Of Counsel         $450
Norman D. Kallen          Of Counsel         $450
Keith Marlowe             Of Counsel         $450
Leonard C. Walczyk        Partner            $400
Michael McLaughlin        Partner            $400
Scott S. Rever,           Associate          $375
Donald W. Clarke          Associate          $250
Pamela Bellina            Paralegal          $150
Lorrie L. Denson          Paraprofessional   $150

Legal assistants will bill $100 per hour.

The firm does not represent or hold any interest adverse to the
debtor or the estate with respect to the matter for which he/she
will be retained under 11 U.S.C. Sec. 327(e), and is
"disinterested" under 11 U.S.C. Sec. 101(14.


FIBERTOWER NETWORK: Taps Latham & Watkins as FCC Counsel
--------------------------------------------------------
Fibertower Network Services Corp., et al., ask the U.S. Bankruptcy
Court for the Northern District of Texas for permission to employ
Latham & Watkins LLP as special Federal Communications Commission
regulatory counsel.

The Debtors relate that in November 2012, the chief of the FCC's
Wireless Telecommunications Bureau issued an adverse decision (i)
denying the Debtors' request for an extension or waiver of the
deadlines for constructing a substantial majority of the Debtors'
24 GHz and 39 GHz spectrum licenses; and (ii) deeming those
licenses automatically terminated by operation of FCC rules.

The Debtors filed an application for review of the FCC Staff
Decision to the FCC Commissioners.

L&W will represent the Debtors in connection with FCC regulatory
matters pertaining to the Debtors' pending application for review
of the FCC Staff Decision to the FCC Commissioners.

L&W has previously provided legal services to the Debtors in
connection with certain FCC regulatory matters and has extensive
experience in representing companies in FCC regulatory matters.
The Debtors retained L&W to take over Hogan Lovells'
representation of the Debtors with respect to the Representative
Matters.  The Debtors will work with L&W and Hogan Lovells to
facilitate a smooth transition to L&W and in an effort to avoid
any unnecessary duplication of effort between L&W and Hogan
Lovells.

The Debtors also have historically employed Willkie Farr &
Gallagher LLP to assist them with certain other FCC-related
matters, and have retained WF&G in the cases.  WF&G will continue
to focus primarily on obtaining FCC approval of the transfers
of the licenses and in providing communications law advice
regarding the Debtors' plan of reorganization, while L&W will
focus primarily on pursuing the Debtors' application for review
to the FCC Commissioners of the recently-received adverse FCC
Staff Decision.  The Debtors will work with WF&G and L&W in an
effort to avoid any unnecessary duplication of effort between WF&G
and L&W.

The hourly rates of L&W professionals are:

         Partners                       $930 - $965
         Counsel                        $820 - $880
         Associates                     $395 - $795
         Paralegals, Analysts
           and Project Assistants       $225 - $305

To the best of the Debtors' knowledge, L&W does not represent or
hold any interest adverse to the Debtors or their estates with
respect to the matters as to which L&W is to be employed.

                     About FiberTower Corporation

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

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

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

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

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

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

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

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

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


FIRST DATA: Issues $785 Million Senior Notes Due 2021
-----------------------------------------------------
First Data Corporation issued $785 million aggregate principal
amount of 11.25% Senior Notes due 2021, which mature on Jan. 15,
2021, pursuant to an indenture, dated as of Feb. 13, 2013, among
the Company, the guarantors party thereto and Wells Fargo Bank,
National Association, as trustee.

Interest on the Notes will be payable in cash on May 15 and
November 15 of each year, commencing on Nov. 15, 2013.  Interest
on the Notes will accrue from Feb. 13, 2013.

On Feb. 13, 2013, the net proceeds of the issuance of the Notes
were used to (1) repurchase $414.2 million of the Company's $748.4
million aggregate principal amount of 10.55% PIK Senior Unsecured
Notes due 2015 tendered pursuant to a tender offer launched by the
Company on Jan. 30, 2013, and (2) pay related fees and expenses,
including premiums.  The Company has opted to use the remaining
proceeds of the issuance of the Notes to (1) repurchase any 2015
Notes tendered prior to the expiration of the Tender Offer at
12:00 midnight, New York City time, on Feb. 27, 2013, and (2)
optionally redeem on March 1, 2013, the amount of 2015 Notes that
remain outstanding after the completion of the Tender Offer.

On Feb. 13, 2013, the Company, the guarantors of the Notes and the
initial purchasers entered into a registration rights agreement
with respect to the Notes.  In the Registration Rights Agreement,
the Company and the guarantors of the Notes have agreed that they
will (1) file a registration statements on an appropriate
registration form with respect to a registered offer to exchange
the Notes for new notes guaranteed by the guarantors on a senior
basis, with terms substantially identical in all material respects
to the Notes and (2) use their reasonable best efforts to cause
the exchange offer registration statement to be declared effective
under the Securities Act of 1933, as amended.

The Company and the guarantors have agreed to use their reasonable
best efforts to cause the exchange offer to be consummated or, if
required, to have one or more shelf registration statements
declared effective, within 360 days after the issue date of the
Notes.

On Feb. 13, 2013, the Company entered into a February 2013 Joinder
Agreement, relating to its Credit Agreement, dated as of Sept. 24,
2007, as amended and restated as of Sept. 28, 2007, as further
amended as of Aug. 10, 2010, March 24, 2011, March 13, 2012, and
Aug. 16, 2012, and as modified as of Sept. 27, 2012, respectively,
among the Company, the several lenders from time to time parties
thereto and Credit Suisse AG, Cayman Islands Branch, as
administrative agent.

Pursuant to the Joinder Agreement, the Company incurred an
aggregate principal amount of $258 million in new term loans
maturing on Sept. 24, 2018.  The interest rate applicable to the
New 2018B Term Loans is a rate equal to, at the Company's option,
either (a) LIBOR for deposits in U.S dollars plus 500 basis points
or (b) a base rate plus 400 basis points.  The Company used the
net cash proceeds from the incurrence of the New 2018B Term Loans
to repay all of its outstanding term loan borrowings maturing in
2014 and to pay related fees and expenses.

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

                        http://is.gd/gNqegS

                          About First Data

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

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

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

                           *     *     *

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


FIRST STREET: Macdonald Fernandez Withdraws as Counsel
------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized the withdrawal of Iain
A. Macdonald of Macdonald Fernandez LLP as First Street Holdings
NV, LLC, et al.'s counsel.

In its motion, Macdonald Fernandez stated that the firm and the
Debtors' principals disagree as to the course and conduct of the
case.  The principals have indicated their desire to change
counsel and have ceased direct communication with Macdonald
Fernandez.

                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.




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

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

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

                  About Frederick's of Hollywood

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

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

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

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


FREESEAS INC: Supreme Court of NY OKs Settlement with Hanover
-------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered on Feb. 13, 2013, an order approving, among other things,
the fairness of the terms and conditions of an exchange pursuant
to Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC, v. FreeSeas Inc., Case No. 150802/2013.

Hanover commenced the Action against the Company on Jan. 28, 2013,
to recover an aggregate of $740,651 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate claim purchase
agreements between Hanover and each of those vendors, plus fees
and costs.  The Assigned Accounts relate to certain maritime
services provided by certain vendors of the Company.  The Order
provides for the full and final settlement of the Claim and the
Action.  The Settlement Agreement became effective and binding
upon the Company and Hanover upon execution of the Order by the
Court on Feb. 13, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Feb. 13, 2013, the Company issued and delivered to
Hanover 1,850,000 shares of the Company's common stock, $0.001 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.86% of the total number of shares of
Common Stock presently outstanding.

A full-text copy of the Settlement Agreement is available at:

                        http://is.gd/5Z6LjA

As previously reported by the TCR on Feb. 4, 2013, the Supreme
Court on Jan. 14, 2013, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc., and Hanover Holdings I, LLC, in the matter entitled
Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 654474/2012.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
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 recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FREESEAS INC: Broadbill a 5.1% Shareholder as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Broadbill Investment Partners, LLC, and
Broadbill Partners GP, LLC, disclosed that, as of Dec. 31, 2012,
they beneficially own 648,232 shares of common stock of FreeSeas
Inc. representing 5.1% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/2rtuFg

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
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 recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FREESEAS INC: Hanover Equity Stake at 9.8% as of Feb. 13
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of Feb. 13, 2013, they beneficially own 1,850,000 shares
of common stock of FreeSeas, Inc., representing 9.86% of the
shares outstanding.  A copy of the filing is available at:

                         http://is.gd/KGezwZ

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
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 recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


GAME2MOBILE INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Game2Mobile, Inc.
        657 University Avenue
        Los Gatos, CA 95032

Bankruptcy Case No.: 13-10464

Chapter 11 Petition Date: February 14, 2013

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

Judge: Burton R. Lifland

Debtor's Counsel: Douglas R. Dollinger, Esq.
                  THE LAW OFFICES OF DOUGLAS R. DOLLINGER
                  260 Main Street
                  Goshen, NY 10924
                  Tel: (845) 915-6800
                  Fax: (845) 915-6801
                  E-mail: drdlinxs@aol.com

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

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

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

The petition was signed by Michael F. Ghiselli, president.


GENERAL AUTO: Ordered to Again Amend Disclosure Statement
---------------------------------------------------------
The Bankruptcy Court last month entered an order denying approval
of the Third Amended Disclosure Statement filed Dec. 17, 2012 by
General Auto Building, LLC.

The Debtor has been directed to file a Fourth Amended Disclosure
Statement.  The Debtor needs approval of the Disclosure Statement
before it could solicit votes on the Plan and schedule a
confirmation hearing.

As reported in the TCR on Feb. 4, 2013, according to General Auto
Building's Third Amended Disclosure Statement, the Debtor has plan
that provides that:

  (a) all membership interests in the Debtor will be canceled on
      the Effective Date;

  (b) North Park Development will purchase a $400,000 membership
      interest in Reorganized Debtor;

  (c) all Insiders and Creditors of Debtor are offered the
      opportunity to purchase membership interests in the
      Reorganized Debtor in $50,000 increments;

  (d) membership interests in the Reorganized Debtor will be
      allocated pro rata among all new investors; and

  (e) the Debtor will operate in the ordinary course and pay all
      Creditors in full or in part over time pursuant to the
      Plan from revenue generated by operations, from cash
      savings, and from the new investment in the Debtor.

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

         http://bankrupt.com/misc/generalauto.doc242.pdf

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENTA INC: Boxer Capital Ownership at 9.9% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Boxer Capital, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
662,102,425 shares of common stock of Genta Incorporated
representing 9.99% of the shares outstanding.  Boxer Capital
previously reported beneficial ownership of 212,667,887 common
shares as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/H3liRV

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

Genta Inc. filed for Chapter 7 bankruptcy petition (Bankr. D. Del.
Case No. 12-12269) to liquidate its assets.


GOODYEAR TIRE: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR)
and the various issue ratings of The Goodyear Tire & Rubber
Company and its Goodyear Dunlop Tires Europe B.V. subsidiary.

GT's ratings apply to a $2 billion secured revolving credit
facility, a $1.2 billion second lien secured term loan and $2.1
billion of senior unsecured notes. GDTE's ratings apply to a
Eur400 million secured revolving credit facility and Eur250
million of senior unsecured notes. The Rating Outlooks for GT and
GDTE are Stable.

KEY RATING DRIVERS

GT's ratings reflect the company's strong competitive position as
the third-largest global manufacturer of replacement and original
equipment (OE) tires. Although the company's unit volumes declined
in 2012 in three of its four global regions, positive pricing and
mix helped to partially offset the effect on revenue and margins.
Despite GT continuing to post negative free cash flow, the company
has maintained a relatively strong liquidity position, and
refinancing activities over the past two years have left it
without any significant near-term debt maturities. Fitch expects
only modest improvement in GT's credit protection metrics over the
intermediate term, however, as tire industry conditions remain
challenged by economic weakness in Europe, slower growth in
emerging markets and increased competitive manufacturing capacity.
An expected increase in debt to pre-fund a portion of the
company's underfunded U. S. pension plans will also lead to higher
leverage, although it will reduce volatility tied to discount
rates and asset returns.

Concerns include persistently negative free cash flow, heavily
underfunded pension plans and upcoming labor negotiations in the
U.S. Relatively large swings in working capital throughout the
year also are a concern, as the company relies on fourth quarter
inflows to support its full-year operating cash flow. Although the
company's profitability in North America exceeded its expectations
in 2012, the European market has lagged expectations, and upcoming
labor negotiations in the U.S. with the United Steelworkers union
(USW) introduce a near-term risk of labor actions or increased
costs resulting from a new contract that could lower margins in
the company's strongest market.

Fitch expects global tire market conditions to remain challenging
over the intermediate term, which could constrain GT's top line
growth potential for the next several years. In particular,
continued economic weakness in Europe and slower economic growth
in several key emerging markets, especially China and India, will
be a demand headwind. Growth in global tire manufacturing capacity
is also expected to put pressure on pricing, as will increasing
competition from rising Asian tire manufacturers. Longer term,
however, continued growth in the global car parc will drive
increased replacement and OE tire demand, while increasingly
affluent consumers in emerging markets will increase global demand
for premium tires, both of which will support GT's sales.

In 2011, GT began work on a multi-year profit improvement program
intended to grow its consolidated segment operating income (as
calculated by GT) to $1.6 billion in 2013. Progress in North
America has been running ahead of plan, and the region posted
segment operating income of $514 million in 2012, higher than the
company's target for 2013 of $450 million. Progress outside North
America, however, has been hindered by the weak European market,
and the company has revised its 2013 guidance down to total
segment operating income of $1.4 billion to $1.5 billion in 2013.
Although GT will likely not achieve its original 2013
profitability objective, the margin improvement already achieved
in North America will help to reduce near-term cash burn despite
continued European weakness.

GT's pension plans remain substantially underfunded, due to a
combination of falling discount rates and a history of funding the
plans at the statutory minimums. Despite contributing $1.4 billion
to its U.S. plans over the past five years, GT's U.S. plans were
still underfunded by $2.7 billion at year-end 2012, which was up
from $2.5 billion at year-end 2011. To address the underfunded
status, GT plans to issue debt to pre-fund its U.S. pension
obligations once the plans are frozen. GT's salaried plan, which
constituted $1 billion of the underfunded position at year-end
2012, has already been frozen, and the company could potentially
issue debt in the near term to pre-fund these obligations. GT
plans to work on freezing its non-salaried U.S. pension plans, as
well, and if that is completed successfully, it could issue debt
to fund those obligations, as well. Fitch notes that freezing the
non-salaried plans could be complicated and will likely be an
additional challenge to overcome in the upcoming USW negotiations.

In addition to the pre-funding, the company is also de-risking its
plans by shifting the asset mix to a greater use of fixed income
investments and hedging some of its other assets, with a long-term
goal funding the plans with an asset mix that reflects the
securities used to calculate the discount rate. In general, Fitch
views GT's focus on its pensions as a credit positive, as the
underfunded position of the plans has weighed on the company's
ratings for a number of years. However, the additional debt added
to the company's capital structure will be substantial and will
result in an increase in Fitch's calculation of leverage. Also,
the interest rate on the debt will likely exceed the potential
returns of the fixed income assets that the proceeds are used to
acquire, although the present value loss of these actions could be
preferable to the cost of the volatility that would be experienced
if the plans are not pre-funded.

In 2012, GT's net revenue declined 7.8% to $21 billion on a 9.2%
decline in global tire unit sales. Sales weakness was most
pronounced in Europe where poor economic conditions drove unit
sales down nearly 16% and revenue down by about 14%. However, unit
sales also declined in North America and Latin America as the
company continued to focus on producing higher-margin premium
tires. In emerging markets, tire sales were also constrained by
weaker market conditions and increased competitive pressures.
Helping to offset the effect of the decline in sales volumes were
improved pricing and positive mix changes in each region. This was
especially visible in North America, where pricing and mix added
$500 million to revenue despite a 5.2% decline in sales volumes.

On an EBITDA basis, GT's leverage (debt/Fitch-calculated EBITDA)
at the end of 2012 was flat with year-end 2011 at 2.8 times (x) as
both debt and EBITDA declined slightly. However, funds from
operations (FFO) adjusted leverage rose to 6.1x from 3.9x as FFO
(including preferred dividends) declined to $552 million in 2012
from $1.4 billion in 2011. Balance sheet debt, including notes
payable and overdrafts, was $5.1 billion at Dec. 31, 2012, down
from $5.2 billion at Dec. 31, 2011. Fitch-calculated EBITDA for
the full year 2012 was $1.8 billion, down from $1.84 billion in
the year-earlier period, although the company's EBITDA margin rose
to 8.6% from 8.1%.

GT's leverage tends to rise and fall during the year as the
company borrows in periods when working capital is negative.
During 2012, EBITDA leverage was as high as 3.5x at the end of the
third quarter before declining to the year-end level as the
company repaid credit facility borrowings with cash generated from
positive working capital. Fitch notes that the magnitude of
working capital swings has declined somewhat over the past year as
the company has worked to reduce working capital volatility.

GT's liquidity position at Dec. 31, 2012, was relatively strong,
with $2.3 billion in cash and cash equivalents and another $1.7
billion available on the company's primary U.S. and European
revolvers. This was well above the $1 billion level that
management has previously identified as the minimum necessary to
meet the company's working capital needs and overseas funding
requirements through the cycle. Following refinancing transactions
undertaken during 2012, GT has no significant debt maturities
until 2019, although its European accounts receivable facility
matures in 2015 and its European and U.S. revolvers mature in 2016
and 2017, respectively.

Free cash flow in 2012 was negative $118 million, an improvement
from negative $285 million in 2011, largely due to the effect of
inventory changes, which were a $619 million source of cash in
2012 versus a $1 billion use of cash in 2011. Fitch expects free
cash flow to be pressured again in 2013, as challenging market
conditions outside the U.S., along with elevated capital spending,
weigh on GT's cash-generating potential. Pension contributions are
also likely to be a meaningful use of cash, particularly if the
company pre-funds a significant portion of its obligations, as
planned. Nonetheless, Fitch expects liquidity to remain more than
sufficient for the company's operations over the intermediate
term.

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities reflects their substantial collateral coverage and
outstanding recovery prospects in the 90% to 100% range in a
distressed scenario. On the other hand, the rating of 'B/RR5' on
GT's unsecured notes reflects Fitch's expectation that recoveries
would be below average, in the 10% to 30% range, in a distressed
scenario. The relatively low level of expected recovery for the
unsecured debt is due to the substantial amount of higher-priority
secured debt in the company's capital structure. Fitch also notes
that in a distressed scenario, GT's substantial pension
obligations could potentially depress recovery prospects further
for the company's unsecured creditors.

The rating of 'BB/RR2' on GDTE's senior unsecured notes is higher
than the rating on GT's unsecured notes due to structural
seniority. GDTE's notes are guaranteed on an unsecured basis by GT
and GT's subsidiaries that also guarantee the parent company's
secured revolver and second lien term loan. Although GT's senior
unsecured notes also include guarantees from the same
subsidiaries, they are not guaranteed by GDTE. The recovery
prospects of GDTE's notes are further strengthened relative to
those at GT by the lower level of secured debt at GDTE. Fitch
notes that GDTE's credit facility and its senior unsecured notes
are subject to cross-default provisions relating to GT's material
indebtedness.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- The company producing positive annual free cash flow on a
    sustained basis;
-- An increase in the company's global margin performance;
-- A sustained decline in leverage;
-- A substantial improvement in the funded status of the
    company's pension plans.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- A significant decline in demand for the company's tires;
-- An unexpected increase in costs, particularly related to raw
    materials;
-- A labor action stemming from the company's USW negotiations;
-- A decline in the company's cash liquidity below $1 billion;
-- A significant increase in long-term debt, particularly to
    support shareholder-friendly activities.

Fitch has taken these rating actions on GT and GDTE with a Stable
Outlook:

GT
-- IDR affirmed at 'B+'
-- Secured bank credit facility rating affirmed at 'BB+/RR1';
-- Secured second-lien term loan rating affirmed at 'BB+/RR1';
-- Senior unsecured ratings affirmed at 'B/RR5'.

GDTE
-- IDR affirmed at 'B+';
-- Secured bank credit facility rating affirmed at 'BB+/RR1';
-- Senior unsecured rating affirmed at 'BB/RR2'.


GREGORY WOOD PRODUCTS: Files for Chapter 11 in North Carolina
-------------------------------------------------------------
Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.

Carolina Farm Credit is owed $7.69 million secured by a lien on
substantially all of the assets of the Debtor.  Piedmont Bank is
owed $2.63 million, second by a lien on all inventory and accounts
receivable and second lien on the Debtor's real property.

A copy of the schedules is available for free at:

      http://bankrupt.com/misc/GWP_Schedules_Summary.pdf

David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in
Charlotte, North Carolina, serves as counsel to the Debtor.


GREGORY WOOD PRODUCTS: Case Summary & Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Gregory Wood Products, Inc.
        2800 Woodtech Drive
        Newton, NC 28658

Bankruptcy Case No.: 13-50104

Chapter 11 Petition Date: February 15, 2013

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: Laura T. Beyer

Debtor's Counsel: David A. Matthews, Esq.
                  SHUMAKER, LOOP & KENDRICK, LLP
                  128 South Tryon Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 375-0057
                  E-mail: dmatthews@slk-law.com

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

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

The petition was signed by Cecil S. Gregory, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Catawba County Tax Collector       Taxes and other        $304,474
P.O. Box 368                       debts
Newton, NC 28658

Griffith, Inc.                     --                      $46,120
P.O. Box 3424
Hickory, NC 28603

Blue Ridge Timber, Inc.            --                      $45,778
P.O. Box 910
Inman, SC 29349

Barham Guy & McKnight              --                      $10,175

Souther Comm. Bank                 --                       $4,262

Windstream                         --                       $3,200

North Carolina Employment          Taxes and other          $2,344
Security Commission                debts

Volvo Financial Services           --                       $1,362

ASC Construction Equipment         --                       $1,330

Leonard's Alarm Services           --                         $900

DESCO Inc.                         --                         $856

ALP Industries, Inc.               --                         $824

GDS                                --                         $714

Advantage Group Innovations        --                         $570

Canella Heating & Air Conditioning --                         $456

Union Grove Saw Knife, Inc.        --                         $420

Superior Scale, Inc.               --                         $380

Key Knife                          --                         $252

Catawba Valley Medical Center      --                         $203

Machine & Welding Supply           --                          $95


GSC GROUP: Kaye Scholer Settles Ethics Row for $1.5-Mil.
--------------------------------------------------------
Kaye Scholer on Feb. 18 disclosed that it and the U.S. Trustee
have agreed on a settlement in the GSC Group Inc. bankruptcy
proceeding.  The settlement terms are subject to bankruptcy court
approval.

"With this settlement we put this matter behind us," Mark Liscio,
Co-Chair of Kaye Scholer's Bankruptcy & Restructuring Department,
said.  "The terms we negotiated fully reaffirm the professional
standards that have always guided our firm," he added.

The key elements of the settlement include:

-- No acknowledgment of wrongdoing by the firm, including
intentional disregard of the bankruptcy court's disclosure
requirements.

-- Payment of $1.5 million, consisting of $1.15 million of the
more than $5 million in fees already paid the firm, plus
withdrawal of a pending application for $352,000 in unpaid fees.

-- Self-examination of the firm's business acceptance/retention
application policies and procedures for bankruptcy matters to
assure that its disclosure systems remain best in class.  The firm
has agreed to retain an outside expert to assist in this regard.

-- However, the settlement does not impose an outside monitor to
audit implementation of the firm's retention and disclosure
policies and procedures for bankruptcy matters.  This contrasts
with other settlements in the GSC proceeding that impose outside
monitoring.

"We have an ongoing commitment to improve our internal procedures
and processes," Aaron Rubinstein, Chair of the firm's Risk
Management Committee, said.

It remains undisputed that the firm contributed to the exponential
enhancement of the value of the GSC estate in the bankruptcy
proceedings:

-- Instead of the $5 million initial bid from a stalking horse,
the auction sale was for $235.7 million.

-- This ensured the repayment of additional creditors and
demonstrated the true worth and strength of GSC's assets.

                      About Kaye Scholer LLP

Founded in New York in 1917, Kaye Scholer offers strategic
guidance and legal services to public and private entities facing
litigation, transactional or governance challenges.  Kaye
Scholer's lawyers regularly advise on matters across multiple
legal jurisdictions, including in the US, Canada, UK, EU, China
and Japan.

                         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.


GUILFORD MOTOR: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: Guilford Motor Lodge, Inc.
        2300 Boston Post Road
        Guilford, CT 06437

Bankruptcy Case No.: 13-30291

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376
                  E-mail: EPlotkinJD@aol.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-30291.pdf

The petition was signed by Sean Doyle, president.


H.J. HEINZ: Fitch Cuts Long-Term IDRs to 'BB+' on Buyout Deal
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings of H.J. Heinz (Heinz:
NYSE: HNZ) and its subsidiaries following the firm's announcement
that it had entered into a definitive agreement to be acquired by
a consortium comprised of Berkshire Hathaway and 3G Capital. Fitch
also placed Heinz's ratings on Watch Negative. Additional
downgrades could occur upon review of final financing terms and
the firm's capital structure once the deal is consummated. The
downgrades are:

H.J. Heinz Co.
-- Long-term Issuer Default Rating (IDR) to 'BB+' from 'BBB+';
-- Bank facilities to 'BB+' from 'BBB+';
-- Senior unsecured debt to 'BB+' from 'BBB+';
-- Short-term IDR to 'B' from 'F2';
-- Commercial paper (CP) to 'B' from 'F2'.

H.J. Heinz Finance Co. (HFC)
-- Long-term IDR to 'BB+' from 'BBB+';
-- Bank facilities to 'BB+' from 'BBB+';
-- Senior unsecured debt to 'BB+' from 'BBB+';
-- Series B Preferred Stock to 'BB-' from 'BBB-';
-- Short-term IDR to 'B' from 'F2';
-- CP to 'B' from 'F2'.

H.J. Heinz Finance UK Plc.
-- Long-term IDR to 'BB+' from 'BBB+';
-- Senior unsecured debt to 'BB+' from 'BBB+'.

The going private transaction is valued at $28 billion, including
the assumption of $5.3 billion of debt including hedge accounting
adjustments at Oct. 28, 2012. The offer represents a 20% premium
to Heinz's closing share price on Feb. 13, 2013, a 30% premium to
the firm's one-year average share price, and translates to more
than 13x Heinz's approximate $2.1 billion of EBITDA for the LTM
period ended Oct. 28, 2012. The buyout was unanimously approved by
Heinz's board of directors and is expected to close in the third
calendar quarter of 2013, subject to shareholder and regulatory
approval.

KEY RATING DRIVERS:

Fitch estimates that Heinz's leverage could increase to 5.0x or
more from 2.5x at Oct. 28, 2012, assuming an equity contribution
in the 60% range and post-LBO debt of $10 billion or more. Despite
the company's strong business profile and solid FCF generation,
Fitch's views this substantially higher level of financial risk as
not being commensurate with an investment grade rating. Moreover,
Fitch is concerned that new debt issued to finance the transaction
may have better terms than those of Heinz's existing public notes.
Fitch also notes that several of Heinz's public debt issuances
prior to 2008 do not have a change of control put feature,
potentially placing these noteholders at a disadvantage.

RATING SENSITIVITIES:

Future developments that may, individually or collectively, lead
to a positive rating action or Outlook revision include:

An upgrade of Heinz's ratings is not anticipated in the near term.
Commitment to deleveraging could be a consideration but might not
materially change credit protection measures in the near term
given the large amount of debt. Potential asset sales in
combination with directing much of the firm's free cash flow
towards debt reduction might support upward migration in the
ratings over time.

Future developments that may, individually or collectively, lead
to a negative rating action include:

Further downgrades could occur upon closing of the transaction
based on the ultimate capital structure and the cushion in credit
protection measures in the medium term. Management's financial
posture given this transaction would indicate a comfort with high
leverage over the medium term that could weigh on the rating.


HAWKER BEECHCRAFT: Court Approves Amended Exit Financing Letters
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York at the end of January entered an
order authorizing Hawker Beechcraft, Inc., et al., to:

   a) enter into (i) the exit financing commitment letter, with
      JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC;
      and (ii) the related fee letter,

   b) incur and pay certain fees and expenses as set forth in the
      exit financing letters; and

   c) provide related indemnities.

The commitment parties have agreed to underwrite, structure,
arrange, and syndicate: (a) a $375 million senior secured term
loan facility; and (b) a $225 million senior secured asset-based
revolving credit facility.

The Debtors related that the exit financing letters is necessary
to consummation of the Amended Plan.  The proceeds from the Term
Loan Facility will be used to pay in full all outstanding amounts
under the super-priority $400 million debtor-in-possession
facility, pay certain settlement and cure payments, and provide
working capital to the reorganized Debtors for their business
operations and other general corporate purposes.  The Revolving
Facility likely will remain undrawn on the effective date of the
Amended Plan, and will be available thereafter to support the
Debtors' operating needs.

According to the Debtor, the parties have agreed that only a
redacted version of the fee letter will be filed on the docket.

A copy of the Commitment Letter is available for free at
http://bankrupt.com/misc/HawkerBeechcraft_exitFinancing.pdf

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HAWKER BEECHCRAFT: To Assume Pilatus Deal on Plan Effective Date
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hawker Beechcraft, Inc.,
et al., to assume the Second Amended and Restated Definitive
Agreement, between the Debtors and Pilatus Aircraft Ltd., dated
Oct. 18, 2004, upon the effective date of the Amended Plan of
Reorganization.

The Court also ordered that, among other things:

   1. the Debtors will pay the cure amount of $7,506,596 to
      Pilatus on or as soon as is reasonably practicable after the
      Effective Date, but in no event later than five business
      days after the Effective Date according to payment
      instructions to be provided by Pilatus;

   2. for purposes of Section 1141(d)(1) of the Bankruptcy Code,
      the terms of the order will be deemed a Plan amendment and
      deemed incorporated into the Confirmation Order.

Pursuant to the contract, the Debtors are obligated to make
certain payments to Pilatus for each aircraft sold that is on the
same type certificate as the "Beech-Pilatus Trainer" aircraft.
Current payments for each T-6 aircraft sold by the Debtors to the
United States Government exceed $160,000 per aircraft and the
Debtors have paid Pilatus nearly $100 million on account of the
Pilatus Agreement (or its predecessor agreements).  The contract
also provides, among other things, a license of certain
intellectual property from Pilatus to the Debtors.

Prior to the Petition Date, the Debtors ceased making royalty
payments.  Accordingly, Pilatus filed a motion for an order
allowing administrative expense claim and compelling payment of
amounts in excess of $1 million.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HAWKER BEECHCRAFT: White & Case Tapped as Special Counsel
---------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court
Southern District of New York authorized Hawker Beechcraft, Inc.,
et al., to employ White & Case LLP as special counsel.

The Debtors related that White & Case has been engaged to perform
legal services for the Debtors and their subsidiaries relating to
present and future matters involving corporate, immigration, and
tax advice in connection with the Debtors' international
operations and infrastructure.

White & Case has been providing services to the Debtors since
Jan. 21, 2011.

White & Case will work to ensure that the services rendered and
functions to be performed by it will not be duplicative of any
performed by Kirkland & Ellis LLP, and Curtis, Mallet-Prevost,
Colt & Mosle LLP, or any other law firms retained by the Debtors.

Donald C. Dowling, Jr., a member of White & Case, told the Court
that the hourly rates of the firm's personnel are:

         Partners                    $725 - $1,100
         Of Counsel                  $515 -   $825
         Special Counsel             $515 -   $825
         Associates                  $380 -   $725
         Legal Assistants            $205 -   $315

The White & Case attorneys who are likely to perform services and
their hourly rates (prior to the application of any discount),
are:

   Donald C. Dowling, Jr., NY partner     $825/$783
   Renata Neeser New, NY associate        $710/$674
   David H. Dreier, NY partner            $850/$807
   Hermann Schmitt, Moscow partner        $910/$864
   Ekaterina Palagina, Moscow associate   $495/$470
   Evgeny Saklakov, Moscow associate      $670/$636
   Margaret B. Cole, Abu Dhabi partner    $860/$817
   Zaid Alfraihat, Abu Dhabi associate    $530/$503
   Charles R. Koster, NY associate        $595/$565

Mr. Dowling assured the Court that the firm does not hold any
interest adverse to the Debtors or the Debtors' estates with
respect to the matters upon which it is to be engaged.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


ICS8 INC: Incurs $2.2 Million Net Loss in Dec. 30 Quarter
---------------------------------------------------------
ISC8 Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$2.16 million on $875,000 of total revenues for the 13 weeks ended
Dec. 30, 2012, as compared with a net loss of $8.25 million on
$1.29 million of total revenues for the 13 weeks ended Jan. 1,
2012.

The Company's balance sheet at Dec. 30, 2012, showed $6.16 million
in total assets, $42.41 million in total liabilities and a $36.24
million total stockholders' deficit.

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

                        http://is.gd/woUThG

                             About ICS8

ISC8 Inc., formerly known as Irvine Sensors Corporation, is
actively engaged in the design, development, manufacture and sale
of security products, particularly cyber security solutions for
government and commercial applications, utilizing technologies we
pioneered for three-dimensional ("3-D") stacking of various
products including semiconductors, anti-tamper systems, high-speed
processor assemblies, and miniaturized vision systems and sensors.
The Company also performs customer-funded contract research and
development related to these products, mostly for U.S. Government
customers or other prime contractors.

The Company reported a net loss of $15.76 million on
$14.09 million of total revenues for the fiscal year ended Oct. 2,
2011, compared with a net loss of $11.15 million on $11.71 million
of total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at July 1, 2012, showed $8.87 million
in total assets, $36.99 million in total liabilities, and a
$28.12 million total stockholders' deficit.


INDEPENDENCE TAX II: Incurs $234,000 Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $234,373 on $209,466 of total
revenues for the three months ended Dec. 31, 2012, as compared
with net income of $2.18 million on $209,519 of total revenues for
the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company reported net
income of $14.38 million on $613,511 of total revenues, as
compared with net income of $1.03 million on $628,234 of total
revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $4.83 million
in total assets, $16.05 million in total liabilities and a $11.21
million total partners' deficit.

"At December 31, 2012, the Partnership's liabilities exceeded
assets by $11,217,992 and for the nine months ended December 31,
2012, had net income of $14,389,662, including gain on sale of
properties of $14,919,656.  These factors raise substantial doubt
about the Partnership's ability to continue as a going concern."

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

                        http://is.gd/v0QSPP

            About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.


INDEPENDENCE TAX III: Posts $6 Million Net Income in Dec. 31 Qtr.
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $6.04 million on $140,568 of total
revenues for the three months ended Dec. 31, 2012, as compared
with net income of $3.22 million on $130,672 of total revenues for
the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company posted net
income of $13.78 million on $505,033 of total revenues, as
compared with net income of $3.26 million on $443,986 of total
revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $4.19 million
in total assets, $9.20 million in total liabilities and a $5
million total partners' capital.

"At December 31, 2012, the Partnership's liabilities exceeded
assets by $5,009,122 and for the nine months ended December 31,
2012 the Partnership recognized net income of $13,780,173
including the gain on sale of properties of $13,974,545.  These
factors raise substantial doubt about the Partnership's ability to
continue as a going concern."

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

                        http://is.gd/ICawRE

Independence Tax Credit Plus L.P. III, headquartered in New York
City, is a limited partnership which was formed under the laws of
the State of Delaware on Dec. 23, 1993.  The general partner of
the Partnership is Related Independence Associates III L.P., a
Delaware limited partnership (the "General Partner").  The general
partner of the General Partner is Related Independence Associates
III Inc., a Delaware corporation.   The ultimate parent of the
General Partner is Centerline Holding Company.

The Partnership's business is to invest in other partnerships
owning leveraged apartment complexes that are eligible for the
low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.


INDIANTOWN COGENERATION: Moody's Rates New US$127MM Debt (P)Ba1
---------------------------------------------------------------
Moody's Investors Service placed the Ba1 senior secured rating of
Indiantown Cogeneration L.P on review for possible upgrade. At the
same time, Moody's has assigned a provisional (P)Ba1 rating on the
proposed $127MM subordinated secured debt issuance.

Ratings Rationale:

These rating actions follow the announcement of a refunding of a
portion of the outstanding senior secured bonds with the proceeds
of a subordinate bond issuance. Moody's thinks that this proposed
change to the capital structure provides additional credit
enhancement for senior secured bondholders resulting in debt
service coverage ratios on a senior basis comfortably above 1.5x
going forwards, the level which Moody's has previously indicated
could pressure Indiantown's rating upwards.

Moody's thinks that the Intercreditor provisions protect senior
bondholders' rights with respect to priority of payments, claim on
collateral, and limit the rights and remedies available to
subordinate bondholders whilst senior debt is outstanding.

Following the successful close of the transaction, absent material
changes to the information that it has been provided to date,
Moody's would expect the senior secured rating would likely be
upgraded to Baa3 and a definitive subordinated debt rating of Ba1
to be assigned.

Moody's notes that in the last few years the project has recorded
high availability factors, has steadied its financial performance
and is not expected to require material capital expenditures going
forward.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Indiantown is a 330 MW coal fired cogeneration plant in Martin
County, Florida, owned by funds managed by Energy Investors Funds.


INFOGROUP INC: Moody's Downgrades CFR to B2; Outlook is Negative
----------------------------------------------------------------
Moody's Investors Service lowered Infogroup, Inc.'s corporate
family rating to B2 from B1 and the probability of default rating
to B3-PD from B2-PD. Moody's also lowered the ratings on the
senior secured credit facilities to B2 from B1. The ratings
outlook remains negative.

The ratings downgrade reflects Infogroup's weak operating trends,
owing to elevated customer attrition rates, increased price
competition in certain business segments, and reduced client
marketing budgets. Because of these issues, revenue and EBITDA
have been weaker than anticipated (relative to Moody's
expectations) and credit metrics have deteriorated such that they
are no longer consistent with the B1 ratings category. Cushion
under the financial covenants governing the credit agreement is
limited. However, Moody's believes the company could secure
covenant relief if needed. The ratings are supported by the
company's large cash balance and expectation for positive free
cash flow generation despite earnings pressure.

Ratings lowered:

Corporate family rating to B2 from B1

Probability of default rating to B3-PD from B2-PD

$50 million first lien senior secured revolving credit facility
due 2016 to B2 (LGD3, 32%) from B1 (LGD3, 33%)

$288.8 million first lien senior secured term loan due 2018 to B2
(LGD3, 32%) from B1 (LGD3, 33%)

Ratings Rationale:

Infogroup's B2 corporate family rating reflects its high financial
leverage with debt to EBITDA modestly exceeding 5.0 times
(including Moody's adjustments and adding-back costs deemed non-
recurring by management), declining profitability, diminished
scale following asset sales, and exposure to cyclical trends in
marketing expenditures. The rating also reflects the rapidly
evolving competitive landscape and increasing competition from
social media/internet. Notwithstanding these concerns, the rating
is supported by Infogroup's recurring nature of subscription-based
revenues, good coverage with EBITDA less capex to interest
expected to approximate 2.0 times, and its ongoing efforts to
control costs and organically grow the business.

The negative outlook captures Moody's view that the business has
yet to show clear signs of stabilization in an increasingly
competitive space.

Moody's could downgrade the ratings if EBITDA continues to decline
on a year-over-year basis, debt to EBITDA increases above 5.5
times, or if the liquidity profile weakens.

Moody's could revise Infogroup's ratings outlook to stable if the
company develops a track record of earnings stability or growth
while maintaining an adequate liquidity profile. Moody's could
upgrade the ratings if debt to EBITDA is sustained below 4.0 times
through a combination of earnings growth and debt reduction, and
EBITDA less capex to interest approaches 3.0 times while
maintaining a conservative posture with respect to acquisitions
and dividends.

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 Omaha, Nebraska, Infogroup Inc. provides business
and consumer information, data processing and database marketing
services. The company is privately owned by CCMP Capital Advisors,
LLC and its affiliates.


INTERFAITH MEDICAL: Committee Retains Alston & Bird as Counsel
--------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Interfaith Medical Center, Inc., to retain
Alston & Bird LLC as counsel for the Committee, nunc pro tunc to
Dec. 13, 2012.

As reported in the TCR on Jan. 18, 2013, Alston & Bird's services
will include, without limitation, assisting, advising, and
representing the Committee with respect to the following matters:

  (a) the administration of this case and the exercise of
      oversight with respect to the Debtor's affairs including all
      issues arising from or impacting the Debtor or the Committee
      in the Debtor's  Chapter 11 case;

  (b) the preparation on behalf of the Committee of all necessary
      applications, motions, orders, reports, and other legal
      papers;

  (c) appearances in this Court to represent the interests of the
      Committee;

  (d) the negotiation, formulation, drafting, and confirmation of
      any plan of reorganization or liquidation and matters
      related thereto;

  (e) The exercise of oversight with respect to any transfer,
      pledge, conveyance, sale, or other liquidation of the
      Debtor's assets;

  (f) The investigation as the Committee may desire concerning,
      among other things, the assets, liabilities, financial
      condition, and operating issues concerning the Debtor that
      may be relevant to the case;

  (g) The communication with the Committee's constituents and
      others as the Committee may consider desirable in
      furtherance of its responsibilities; and

  (h) The performance of all of the Committee's duties and powers
      under the Bankruptcy Code and the Bankruptcy Rules or as may
      be ordered by the Court.

The current hourly rates charged by Alston & Bird for attorneys
and paralegals are:

          Partner        $625 to $1,150
          Counsel        $625 to $935
          Associate      $390 to $695
          Paralegal      $205 to $315
          Case Clerk     $205 to $210

Craig Freeman, Esq., and Martin J. Bunin, Esq., are the A&B
bankruptcy partners who will be the primary partners on this
matter, and their hourly rates for this matter are $730 and $825,
respectively.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERFAITH MEDICAL: Final Hearing on Use of Cash on March 11
------------------------------------------------------------
The Bankruptcy Court authorized, in a third interim order,
Interfaith Medical Center, Inc.'s continued use of cash
collateral in which Prepetition Secured Party Dormitory Authority
of the State of New York asserts an interest, until March 22,
2013, pursuant to a budget.

The Authority is requiring as a condition to its consent to use
cash collateral that the Debtor appoint a replacement chief
restructuring officer that is acceptable to the Authority on terms
acceptable to the Authority on or before March 4, 2013, and in the
event that such appointment has not been made on or before the CRO
appointment Deadline, it will be an Event of Default.

A final hearing will be held on March 11, 2013, at 2 p.m., with an
objection deadline of 4:00 p.m. on March 4, 2013.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERFAITH MEDICAL: Committee Can Retain CBIZ NY as Fin'l Advisor
-----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Interfaith Medical Center, Inc., to retain
CBIZ Accounting, Tax & Advisory of New York, LLC, as the
Committee's financial advisor, effective as of Dec. 14, 2012.

As reported in the TCR on Feb. 1, 2013, CBIZ NY will, among other
things:

   a) assist the Committee in its evaluation of the Debtor's
      postpetition cash flow and other projections and budgets
      prepared by the Debtor or its financial advisor;

   b) monitor the Debtor's activities regarding cash expenditures
      and general business operations subsequent to the filing of
      the petition under Chapter 11; and

   c) assist the Committee in its review of monthly operating
      reports submitted by the Debtor or its financial advisor.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERMETRO COMMUNICATIONS: D. Marshall Has 11% Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, David M. Marshall disclosed that, as of
Dec. 31, 2012, it beneficially owns 8,966,994 shares of common
stock of Intermetro Communications, Inc., representing 11.1% of
the shares outstanding.  Mr. Marshall previously reported
beneficial ownership of 9,864,702 common shares or a 13.7% equity
stake as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/MfquhS

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

As reported in the TCR on April 3, 2012, Gumbiner Savett Inc., in
Santa Monica, California, expressed substantial doubt about
InterMetro's ability to continue as a going concern, following its
report on the Company's financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of $13,274,000.  The
Company anticipates that it will not have sufficient cash flow to
fund its operations in the near term and through fiscal 2012
without the completion of additional financing.

The Company's balance sheet at Sept. 30, 2012, showed $3.24
million in total assets, $16.04 million in total liabilities and a
$12.79 million total stockholders' deficit.


JEFFERSON COUNTY, AL: Settles Claim Held by School Bondholder
-------------------------------------------------------------
Steven Church & Margaret Newkirk, writing for Bloomberg News,
reported that Jefferson County, Alabama, will settle a bankruptcy
claim held by school-system bondholder Depfa Bank Plc, that will
save the county about $1 million a year, a county commissioner
said.

Bloomberg said the county and the bank will sign the agreement to
reduce the interest rate on about $162 million, County
Commissioner Jimmie Stephens, who heads the commission's finance
committee, said in a phone interview. Commissioners approved the
arrangement today without discussion.  The settlement is one of
three signed with creditors so far in the case, Stephens told
Bloomberg.  It won't affect the continuing battle between the
county and sewer warrant holders owed more than $3 billion.

"All of these deal with general fund or special revenue debt and
none with our sewer debt," Stephens told Bloomberg.  "We need our
sewer creditors to be begin some realistic negotiations to move
forward."  The deal on the school warrants "shows our willingness
to get things done, to everyone's benefit, the county's and the
creditors," Stephens further told Bloomberg.

Of the $814 million in unpaid school warrants, the debt held by
Depfa had the highest interest rate, Bloomberg said, citing county
Manager Tony Petelos.

                      About Jefferson County

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

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

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

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

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

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

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

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


JUMP OIL: Proposes to Use Revenues From Gas Stations
----------------------------------------------------
Jump Oil Company, Inc., filed an emergency motion to use cash
collateral of secured creditors, including Colonial Pacific
Leasing Corporation.

The Debtor's combined debt as of the Petition Date, both secured
and unsecured, is $22.5 million.  Colonial Pacific is owed $17.9
million secured by a perfected security interest and liens on
37 of the gas stations.  CRE Venture 2011-1, LLC is owed $716,000
allegedly secured by three of the Debtor's sites.  Lindell Bank is
owed $347,000 allegedly secured by interest in two of the Debtor's
sites.

Colonial has consented to the Debtor's use of cash collateral.
Colonial has agreed to a budget from the Petition Date through and
including May 31, 2013.

The Debtor does not dispute that Colonial holds a properly
perfected first priority security interest in and to the revenues
from 37 of the gas stations.

The Debtor is currently in negotiations with CRE and Lindell with
respect to the use of their cash collateral, but as of the
Petition Date, has not reached an agreement with either secured
lender.

The Debtor nonetheless seeks approval from the Bankruptcy Court to
use revenues, including the rents, from the CRE and Lindell sites
to preserve their value, including maintaining, insuring and
making necessary repairs to the sites.

The Debtor is required to make certain updates and improvements to
the gas stations to bring them into compliance with Phillips 66
standards and requirements.  Part of the revenues will be used to
bring the sites into PCI compliance.

The Debtor is seeking an expedited hearing on its request to use
cash collateral and hire advisors.  A hearing on the first day
motions is scheduled for Feb. 20, 2013.

                      About Jump Oil Company

Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D. Mo.) on
Feb. 14, 2013, in St. Louis, Missouri, to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor on the petition date filed applications to employ
Goldstein & Pressman, P.C. as counsel; HNWC as financial
consultants; Matrix Private Equities, Inc. as financial advisor;
Mariea Sigmund & Browning, LLC as special counsel; and Wolff &
Taylor, PC as accountants.

The formal schedules of assets and liabilities are due Feb. 28,
2013.


JUMP OIL: Proposes HNWC as Financial Consultants
------------------------------------------------
Jump Oil Company seeks approval from the Bankruptcy Court to
employ HNWC as financial consultants.

HNWC is expected to render these services to the Debtor:

   -- to maintain the books of account of Debtor as needed;

   -- to assist in providing information necessary to sell
      Debtor's assets and/or reorganize;

   -- to develop cash models and cash flow projections;

   -- to assist in the preparation of financial statements,
      budgeting, cash flow projections, financial modeling, and
      reporting to creditors; and

   -- to provide other or additional financial consulting
      services as may be necessary or appropriate.

HNWC has indicated its willingness receive compensation at its
standard billing rates of $245 per hour for Philip Campbell and
$165 for Frank Briola, with a minimum monthly retainer of
$10,000, for its services rendered and expenses incurred on behalf
of the Debtor, in accordance with the provisions of Sections 328
and 330 of the Bankruptcy Code.

Since October 2010, HNWC has performed accounting and financial
consulting services on the Debtor's behalf.  Such services are not
expected to result in any conflict or to otherwise cause HNWC to
not be "disinterested" under 11 U.S.C. Sections 101(14) and 327.

                      About Jump Oil Company

Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil filed a Chapter 11 petition (Bankr. E.D.Mo.) on Feb. 14,
2013, in St. Louis, Missouri to sell its gas stations pursuant to
11 U.S.C. Sec. 363.

The Debtor on the petition date filed applications to employ
Goldstein & Pressman, P.C. as counsel; HNWC as financial
consultants; Matrix Private Equities, Inc. as financial advisor;
Mariea Sigmund & Browning, LLC as special counsel; and Wolff &
Taylor, PC as accountants.

The Debtor's combined debt as of the Petition Date, both secured
and unsecured, is $22.5 million.  Colonial Pacific Corp. is owed
$17.9 million secured by a perfected security interest and liens
37 of the gas stations.  CRE Venture 2011-1, LLC is owed $716,000
allegedly secured by three of the Debtor's sites.  Lindell Bank is
owed $347,000 allegedly secured by interest in two of the Debtor's
sites.

The formal schedules of assets and liabilities are due Feb. 28,
2013.


JUMP OIL: Hires Matrix Private to Assist in Sec. 363 Sale
---------------------------------------------------------
Jump Oil Company, Inc., seeks approval from the Bankruptcy Court
to hire Matrix Private Equities, Inc., as financial advisor.

As part of this Chapter 11 proceeding, the Debtor contemplates the
sale of all or a portion of its assets, specifically, its 42 gas
stations, pursuant to 11 U.S.C. Section 363.  To that end, the
Debtor seeks to employ Matrix Private Equities to provide
valuation, marketing, merger and acquisition services, and other
financial advisory services.

Matrix will receive compensation in the form of (1) a non-
refundable retainer in the amount of $10,000; (2) a financial
advisory fee for services rendered in an amount equal to $20,000
per month upon Court approval; and (3) additional compensation in
the form of transaction fees to be paid to Matrix in an amount
equal to 3% of the first $14,000,000 of transaction Value plus 5%
of the next $3.5 million of transaction value, plus 7% of all
transaction value in excess of $17.5 million of transaction value
for each and every closing for the sale of assets, payable out of
the proceeds of each such sale at closing.

Matrix is not expected to perform any services for any entities
which would result in any conflict or to otherwise cause Matrix to
not be "disinterested" under 11 U.S.C. Sections 101(14) and 327.

                      About Jump Oil Company

Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil filed a Chapter 11 petition (Bankr. E.D. Mo.) on Feb. 14,
2013, in St. Louis, Missouri to sell its gas stations pursuant to
11 U.S.C. Sec. 363.

The Debtor on the petition date filed applications to employ
Goldstein & Pressman, P.C. as counsel; HNWC as financial
consultants; Matrix Private Equities, Inc. as financial advisor;
Mariea Sigmund & Browning, LLC as special counsel; and Wolff &
Taylor, PC as accountants.

The Debtor's combined debt as of the Petition Date, both secured
and unsecured, is $22.5 million.  Colonial Pacific Leasing Corp.
is owed $17.9 million secured by a perfected security interest and
liens 37 of the gas stations.  CRE Venture 2011-1, LLC is owed
$716,000 allegedly secured by three of the Debtor's sites.
Lindell Bank is owed $347,000 allegedly secured by interest in two
of the Debtor's sites.

The formal schedules of assets and liabilities are due Feb. 28,
2013.


LA JOLLA: Boxer Capital Holds 9.9% Equity Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Boxer Capital, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,494,018 shares of common stock of La Jolla Pharmaceuticals
Company representing 9.9% of the shares outstanding.  Boxer
Capital previously reported beneficial ownership of 6,789,077
common shares or a 8.6% equity stake as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/IOeP4l

                 About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LAKE ROSE: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: Lake Rose Holdings LLC
        6700 West 160th Street
        Rosemount, MN 55068

Bankruptcy Case No.: 13-30647

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: John D. Lamey, III, Esq.
                  LAMEY LAW FIRM, P.A.
                  980 Inwood Avenue N
                  Oakdale, MN 55128
                  Tel: (651) 209-3550
                  E-mail: bankrupt@lameylaw.com

Scheduled Assets: $763,290

Scheduled Liabilities: $1,335,628

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb13-30647.pdf

The petition was signed by Jan L. Karrmann, chief manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
AJN Operating LLC                     13-30646            02/14/13
Just Kidding Around Daycare And       13-30644            02/14/13
Preschool, Inc.


LIBERTY MEDICAL: Files Chapter 11 Two Months After Mgt. Buy-Out
---------------------------------------------------------------
Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  According to Court
papers, Liberty is the leading mail order provider of diabetes
testing supplies. In addition to diabetes testing supplies, the
Debtors also sell insulin pumps and insulin pump supplies, ostomy,
catheter and CPAP supplies and operate a large mail order
pharmacy.  Liberty operates in seven different locations and has
1,684 employees.

Liberty sought bankruptcy just two months after the business was
acquired by senior management at Liberty which included Frank
Harvey, Tim Tidd, Arlene Rodriguez, Robert Mark, and Sam Silek
from Medco Health Solutions.  The acquisition was financed by
Alere, Inc.

                         Road to Bankruptcy

Frank A. Harvey, president and chief executive officer of lead
debtor ATLS Acquisition, LLC, explains that almost immediately
after the closing of MBO transaction on Dec. 3, 2012, the Debtors
faced significant economic pressure from an on-going disputed
post-pay audit related to audit years 2008, 2009 and 2010 and a
pending civil lawsuit.  The Debtors remained confident, however,
that aggressive cost management and a focus on appropriate revenue
generating businesses would allow the Debtors to operate
profitably.

Before the Chapter 11 filing, the Debtors were confident that
aggressive cost management and a focus on the appropriate revenue
generating businesses would allow the Debtors to operate
profitably.  The Debtors undertook significant cost cutting
efforts which included eliminating over 400 jobs, seeking less
expensive outsourcing partners, eliminating unnecessary
expenditures, and renegotiating contracts.  In addition, the
Debtors implemented certain temporary pay cuts on Jan. 6, 2013.
The Debtors also put in place a process to identify and implement
additional efficiencies in the business.  As a result of these
actions, the Debtors anticipated that Liberty would be profitable
by the fourth quarter of 2013.

According to Mr. Harvey, several unexpected events exacerbated the
Debtors' problems including:

  (a) the refusal of Medco to live up to the terms of the MBO
      Transaction documents,

  (b) the Center for Medicare and Medicaid Services ("CMS")
      insistence on recouping substantial monthly amounts in
      connection with the disputed post-pay audits from 2008, 2009
      and 2010, and

  (c) Alere attempting to exercise an option to acquire
      substantial assets of the Debtors in a manner that the
      Debtors believe was inconsistent with the governing
      agreement.

As a result, the Debtors filed the Chapter 11 cases to have
breathing room to implement their business plan and address
certain claims.

As of the Petition Date, debtor FGST Investments, Inc., has
outstanding debt obligations in the aggregate principal amount of
approximately $40 million pursuant to the Promissory Note between
FGST and Alere Inc dated December 3, 2012.  The Debtors also have
general unsecured claims which include, among others, trade
claims, litigation claims, and CMS claims.

As of the Petition Date, the Debtors had $35 million of cash on
hand, $97 million of current accounts receivable, and $21 million
of inventory.

The equity of ATLS is owned by Frank Harvey (52%), Robert Mark
(12%), Sam Silek (12%), Arlene Rodriguez (12%), and Tim Tidd
(12%).

Operating entity Liberty Medical Supply Inc. estimated assets and
debts of $100 million to $500 million.

             Alere Option Agreement to Be Rejected

As part of the financing transaction, Arriva Medical, LLC, a
Florida corporation and a subsidiary of Alere Inc. entered into an
Option Agreement, dated as of December 3, 2012, pursuant to which
ATLS and FGST agreed to cause certain of the Debtors to convey
certain assets to Alere in exchange for forgiveness of the
Alere Note.

Alere sent FGST a notice indicating that it intended to exercise
its option on February 15, 2013.  In the exercise notice, Alere
indicated that it believed the option covered substantially all of
the assets of the Debtors, an assertion that is incorrect and
which the Debtors believe was not made in good faith.

The Debtors attempted to negotiate a resolution with Alere of the
issues related to the option but were not able to do so prior to
the Petition Date. The option agreement is an executory contract
and the Debtors intend to reject it.

               Restructuring or Sale on the Table

The Debtors have substantial cash and other current assets as of
the Petition Date but are challenged to manage the difficult
issues facing them and also managing their businesses.

The Debtors, therefore, believe they will benefit from the
breathing space afforded by chapter 11 to stabilize their
businesses and to implement their business plan. The Debtors also
intend to use the Chapter 11 cases to resolve the various claims
that threaten the viability of the Debtors business on a going-
forward basis.

Once the Debtors have stabilized the business, implemented a new
accounting and financial system and obtained visibility on some of
the outstanding obligations, the Debtors intend to either propose
a plan of reorganization or pursue a sale of the Debtors.

                         First Day Motions

The Debtors filed a variety of first day motions, including
request to pay prepetition claims of 1,270 hourly employees and
324 salaried employees, pay commission of sales representatives,
honor obligations to customers, grant adequate assurance of
payment to utilities, maintain existing insurance policies, pay
$4 million for prepetition claims of certain critical vendors, pay
$250,000 in prepetition sales and use taxes, use cash collateral
of Alere Inc.

The Debtors also filed applications to employ Greenberg Traurig,
LLP as their bankruptcy counsel; Ernst & Young LLP to provide
investment banking advice; and Epiq Bankruptcy Solutions, LLC as
claims and noticing agent for the Clerk of the Bankruptcy Court.

The Debtors are seeking entry of an order extending the deadline
to file their schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases and statements of financial affairs to April
16, 2013 -- 60 days after the Petition Date -- subject to an
additional 30-day extension with the consent of the United States
Trustee and without further Court order.


LIBERTY MEDICAL: Seeks to Use Alere Cash Collateral
---------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business, seek approval from the
Bankruptcy Court to use cash collateral subject to a budget for
the purpose of avoiding immediate and irreparable harm to their
respective bankruptcy estates.

On the Petition Date, debtor FGST Investments, Inc., was obligated
under a Promissory Note dated December 3, 2012 in favor of Alere,
Inc.  As of the Petition Date, the amount owing under the
Promissory Note was $40 million principal amount plus any accrued
and unpaid interest or other amounts owing thereunder.  Each of
the other Debtors guaranteed all of the obligations under the
Promissory Note.  Pursuant to the Security Agreement dated Dec. 3,
2012, the Promissory Note and Guaranty are secured by liens on the
cash and cash equivalents of the Debtors, as well as substantially
all of the Debtors' assets.

As of the Petition Date, the Debtors had $35 million of cash on
hand, $97 million of current accounts receivable, and $21 million
of inventory.  As a result, the current assets of the Debtors
substantially exceed the amount of the obligations owing under the
Promissory Note.  Moreover, the Debtors have additional assets
with substantial value that also provide protection to Alere's
secured claim.

                Debtors Not Seeking DIP Financing

The Debtors say their ability to use cash collateral is critical
to their ability to continue operations as a going concern during
the course of the Chapter 11 cases and, ultimately, to implement
their restructuring plan.

The cash collateral will be used to fund ongoing working capital
needs, including, but not limited to employee payroll expenses,
certain obligations to the Debtors' vendors, suppliers, customers,
and taxing and regulatory authorities, fees payable to the United
States Trustee, fees and expenses of professionals retained at the
expense of the estates including funding the professional fee
account, and other costs of administering the Debtors' estates.
The use of cash collateral will not include any payments to CMS.

The Debtors currently are not seeking postpetition financing.
Thus, cash collateral is the Debtors' sole source of funding for
their operations and the costs of administering the chapter 11
process.

                        Adequate Protection

In consideration of the use of cash collateral, the Debtors
propose to grant Alere adequate protection in the form of:

  -- additional and replacement security interests in and liens
     upon the Debtors' prepetition and postpetition real and
     personal, tangible and intangible property and assets, and
     causes of action (excluding actions for preferences,
     fraudulent conveyances, and other avoidance power claims
     under sections 544, 545, 547, 548, 550, 552(b) and 553 of the
     Bankruptcy Code);

  -- an allowed super-priority administrative expense claim
     against each Debtor; and

  -- periodic interest payments to Alere at the default rate
     provided for in the Promissory Note.

A copy of the cash collateral budget attached to the proposed
order is available for free at:

http://bankrupt.com/misc/Liberty_Medical_Cash_Budget.pdf

                 Medicare Payments and Recoupment

Prior to the Petition Date, the Debtors have been making
substantial monthly payments in connection with disputed post-pay
audits by CMS relating to audit years 2008, 2009, and 2010. CMS is
seeking a repayment of approximately $150 million in alleged
overpayments relating to the 2008, 2009 and 2010 audits in a
pending case assigned to an Administrative Law Judge in Arlington,
Virginia. As of the Petition Date, no court date has been assigned
and the litigation has not proceeded.

The Debtors believe that the post-pay audit obligations asserted
by CMS are substantially overstated.  Despite that, the Debtors
have already repaid $12.8 million in overpayments alleged to have
occurred in audit years 2008, 2009 and 2010 by making monthly
payments of $3.2 million beginning in Nov. 8, 2012.  These monthly
payments were made under an extended repayment plan allowed by
federal law where full repayment by the provider would constitute
an "extreme hardship."  The Debtors' health care counsel requested
a stay of recoupment pending the trial and was advised by CMS that
there were no procedures in place to grant such relief.  The
monthly payment to CMS substantially reduces the Debtors'
available cash each month.

Based on the applicable law in the Third Circuit, no governmental
entity or unit has the right to recover provider reimbursement
overpayments that were made to any Debtor from any amounts due to
such Debtor (or any other Debtor) by means of recoupment, other
than to recoup such overpayments that arise under the same
provider agreement (or comparable, applicable statutes,
regulations, or arrangements) and in the same provider claim-year
as the amounts due to such Debtor arise.  The Debtors represent
that each provider's year-end under its Medicare provider
agreement is December 31.  Thus, CMS cannot recoup for years 2008,
2009 and 2010, and the Debtors are not required to fund the $3.2
million monthly payment under Third Circuit law.

Accordingly, the Debtors also seek a finding by the Bankruptcy
Court that the recoupment payments by CMS are stayed.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-10262) on Feb. 15, 2013, just less than three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is the leading
mail order provider of diabetes testing supplies. In addition to
diabetes testing supplies, the Debtors also sell insulin pumps and
insulin pump supplies, ostomy, catheter and CPAP supplies and
operate a large mail order pharmacy.  Liberty operates in seven
different locations and has 1,684 employees.

The Debtors filed applications to employ Greenberg Traurig, LLP as
counsel; Ernst & Young LLP to provide investment banking advice;
and Epiq Bankruptcy Solutions, LLC as claims and noticing agent
for the Clerk of the Bankruptcy Court.


LIBERTY MEDICAL: Proposes to Pay $4 Million to Critical Vendors
---------------------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business, seek approval from the
Bankruptcy Court to pay all or a portion of the prepetition claims
of certain critical vendors.

In many instances, the Debtors' vendors are "sole-source"
suppliers that maintain an effective monopoly on the goods
necessary to run the Debtors' operations.  In other instances, it
is simply too difficult and costly, both in terms of time and
pricing, for the Debtors to find another vendor who would supply
comparable parts.  Many of the Debtors' vendors have the
institutional knowledge about the Debtors' needs and experience
with the Debtors' products that are nearly impossible to replace.

Accordingly, the Debtors do not want to risk an unnecessary
interruption of services to their customers.  The Debtors have
relationships with certain suppliers and/or providers of services
whose goods and/or services are of such critical importance to the
Debtors that it would be difficult to replace them on an expedited
time frame.

The Debtors have undertaken a thorough review of their accounts
payable and their list of prepetition vendors to identify those
vendors who are uniquely critical to the Debtors' operations.

The Debtors estimate the maximum amount needed to pay the
prepetition claims of critical vendors is $4,000,000.  The vendor
claims cap represents only a percentage of the total amount of the
prepetition vendor claims in the Chapter 11 cases.

Critical vendors that accept the payments will be required to
transact business with the Debtors in accordance with existing
trade terms.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-10262) on Feb. 15, 2013, just less than three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is the leading
mail order provider of diabetes testing supplies. In addition to
diabetes testing supplies, the Debtors also sell insulin pumps and
insulin pump supplies, ostomy, catheter and CPAP supplies and
operate a large mail order pharmacy.  Liberty operates in seven
different locations and has 1,684 employees.

The Debtors filed applications to employ Greenberg Traurig, LLP as
counsel; Ernst & Young LLP to provide investment banking advice;
and Epiq Bankruptcy Solutions, LLC as claims and noticing agent
for the Clerk of the Bankruptcy Court.


LIBERTY MEDICAL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: ATLS Acquisition, LLC
             8881 Liberty Lane
             Port St. Lucie, FL 34952

Bankruptcy Case No.: 13-10262

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                              Case No.
        ------                              --------
FGST Investments, Inc.                      13-10263
Polymedica Corporation                      13-10264
National Diabetic Medical Supply, L.L.C.    13-10265
Liberty Lane Development Company, Inc.      13-10266
Liberty Healthcare Group, Inc.              13-10267
Liberty Medical Supply, Inc.                13-10268
Liberty Healthcare Pharmacy of Nevada, LLC  13-10269
Liberty Lane Condominium Association, Inc.  13-10270
Liberty Marketplace, Inc.                   13-10271

Chapter 11 Petition Date: February 15, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Dennis A. Meloro, Esq.
                  GREENBERG TRAURIG, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  E-mail: bankruptcydel@gtlaw.com

Debtors'
Investment
Banker:           ERNST & YOUNG LLP
Debtors'
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS, LLC

ATLS Acquisition's
Estimated Assets: $0 to $50,000

ATLS Acquisition's
Estimated Debts: $10 million to $50 million

Liberty Medical Supply's
Estimated Assets: $100 million to $500 million

Liberty Medical Supply's
Estimated Debts: $100 million to $500 million.

The petitions were signed by Frank Harvey, chairman and chief
executive officer.

Debtors' Consolidated List of Creditors Holding 30 Largest
Unsecured Claims:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CGS Administrators                 Post-Pay Audit     $137,186,736
P.O. Box 220229                    Claim
Nashville, TN 37202-2029

Medco Health Solutions, Inc.       Trade & Transition  $14,246,688
P.O. Box 100997                    Services Agreement
Atlanta, GA 30384

Lifescan Inc.                      Trade Debt           $6,740,162
1000 Gibraltar Drive
Milpitas, CA 95035

Massachusetts Department of        Tax                  $5,869,531
Revenue
P.O. Box 7039
Boston, MA 02204

Abbott Laboratories                Trade Debt           $5,062,567
100 Abbott Park Road
Abbott Park, IL 60064

Amerisourcebergen                  Trade Debt           $1,866,188
1300 Morris Drive
Chesterbrook, PA 28290-5816

Roche Diagnostics Corp.            Trade Debt           $1,622,215
9115 Hague Road
Indianapolis, IN 46256

Bayer Healthcare, LLC              Trade Debt             $825,749
100 Bayer Road
Pittsburgh, PA 15250-1720

Agamatrix, Inc.                    Trade Debt             $817,210
7C Raymond Avenue
Salem, NH 03079

Afco Premium Credit, LLC           Trade Debt             $540,000
9155 S. Dadeland Boulevard, Suite 1402
Miami, FL 33156

Teva Pharmaceuticals USA           Trade Debt             $434,998
1090 Horsham Road
North Wales, PA 19454

Hollister Incorporated             Trade Debt             $425,230
2000 Hollister Drive
Libertyville, IL 60048-3781

Convatec, Inc.                     Trade Debt             $416,135
100 Headquarter Park Drive
Skillman, NJ 08558

Xerox Corporation                  Lease                  $307,026
26152 Network Pace
Chicago, IL 60673-1261

Texas Comptroller of Public        Tax                    $206,831
Accounts

Animas Corporation                 Trade Debt             $195,676

Nipro Diagnostics, Inc.            Trade Debt             $189,032

Respironics                        Trade Debt             $163,623

Brightree, LLC                     Trade Debt             $151,351

Hewlett Packard Financial          Trade Debt             $125,529

Omnis Health, LLC                  Trade Debt             $124,940

Insulet Corporation                Trade Debt             $112,640

Resmed                             Trade Debt             $111,667

IBM Corporation                    Trade Debt             $102,879

Becton Dickinson & Co.             Trade Debt              $80,310

State of Michigan                  Tax                     $76,471

Dexcom, Inc.                       Trade Debt              $56,954

HRT of Roanoke                     Trade Debt              $52,326

World Wide Technology              Trade Debt              $49,818

Roche Insulin Delivery Systems     Trade Debt              $38,318


MARINA BIOTECH: Files Amendment No. 2 to Form S-1 Prospectus
------------------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.2 to the Form S-1 registration statement
relating to the offering of up to 5,000 units, with each unit
consisting of (i) one (1) share of Series [__] convertible
preferred stock and (ii) a warrant to purchase up to 4,000 shares
of the Company's common stock at an exercise price of $0.25 per
share.  The Company is also offering up to 20,000,000 shares of
its common stock issuable upon conversion of all of the shares of
Series [__] convertible preferred stock included in the units and
up to 20,000,000 shares of the Company's common stock issuable
upon exercise of all of the warrants included in the units.  The
purchase price per unit will be $1,000.  Subject to certain
ownership limitations, the Series [__] convertible preferred stock
is convertible at any time at the option of the holder into shares
of the Company's common stock at a conversion price of $0.__ per
share.

The Company has retained Dawson James Securities, Inc., to act as
exclusive placement agent in connection with this offering and to
use its "best efforts" to arrange for the purchase of the units.

The Company's common stock is traded on the OTC Pink tier of the
OTC Markets under the symbol "MRNA".  On Feb. 12, 2013, the last
reported sale price for the Company's common stock as reported on
the OTC Pink was $0.31 per share.

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

                        http://is.gd/uV8XhM

                       About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $8.01
million in total assets, $10.36 million in total liabilities and a
$2.35 million total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MASSENBURG DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Massenburg Development, LLC
        P.O. Box 1367
        Folly Beach, SC 29439

Bankruptcy Case No.: 13-00880

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Robert Lawrence Papa, Esq.
                  PAPA UNGARO & FALKIEWICZ
                  6 Carriage Lane, Suite A
                  Charleston, SC 29407
                  Tel: (843) 571-4611
                  Fax: (843) 571-4602
                  E-mail: robertlpapa@gmail.com

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

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

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

The petition was signed by Ralph Massenburg, Jr., managing member.


METHOD ART: Combined Hearing on Plan and Disclosures on May 16
--------------------------------------------------------------
Method Art Corporation will seek final approval of its disclosure
statement and confirmation of its Chapter 11 plan on May 16, 2013
at 2:00 p.m.

A combined hearing was scheduled after the Debtor obtained
conditional approval of the Disclosure Statement.

Objections to confirmation of the Debtor's Plan or the adequacy of
the Disclosure statement will be filed no later than May 2, 2013.

According to the Disclosure Statement, the Chapter 11 Plan filed
Jan. 6, 2013 provides for these terms:

  -- Midland National Life Insurance Company, owed $1,850,000,
     will be satisfied by the surrender of the collateral securing
     its claim.

  -- Life Insurance Company of the Southwest, owed $2,850,000,
     will be paid in full upon sale of the Class 2 collateral, 940
     Columbia Avenue, Riverside, California.

  -- StanCorp's Claims in Classes 4 and 7 will be paid through
     restructured payments over a period of 20 years.

  -- StanCorp's Class 5 Secured Claim and Class 6 Secured Claim
     will be paid in full through restructured payments over a
     period of 20 years.  StanCorp's allowed Class 5 unsecured
     claim and allowed Class 6 unsecured claim will be
     reclassified to Class 10 under the Plan and be treated in
     accordance with the treatment afforded to Class 10 general
     unsecured creditors under the Plan.

  -- The Allowed Class 8 Secured Claim of the Internal Revenue
     Service will be paid in full upon the sale of the Class 2
     collateral, which is currently on the market for $5,400,000.

  -- The Allowed Class 9 Priority Unsecured Claim of the State of
     California will be paid in full upon the sale of the Class 2
     collateral, which is currently on the market for $5,400,000.

  -- The Allowed Class 10 Unsecured Creditors be paid in full,
     without interest, through fifty consecutive monthly payments
     of $500, commencing on the 5th day of the third month
     following the Effective Date, and continuing on the 5th day
     of each month thereafter until each Allowed Class 10 General
     Unsecured Claim is paid in full.  Payments to Class 10 will
     be made from the Debtor's net operating profit.

  -- All shareholders of the Debtor will retain their equity
     interests.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/methodart.doc96.pdf

                         About Method Art

Method Art Corporation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-50745) in its home-town in Reno, Nevada, on April 1,
2012.  The Debtor disclosed $14.5 million in assets and
$11.7 million in debts in its schedules.  The Debtor owns six
properties in Nevada and California.  The properties have a fair
market value of $13,600,000 and secure debt totaling $10,480,000.

Judge Bruce T. Beesley presides over the case.  The petition was
signed by Brynn Miner, who has the role of director, president,
secretary and treasurer.

Kevin A Darby, Esq., is the proposed general counsel for the
Debtor.


METROPLAZA HOTEL: Hires Trenk DiPasquale as Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Metroplaza Hotel to employ Trenk, DiPasquale, Della
Fera & Sodono, PC as counsel.

The individuals designated to represent the Debtor and their
hourly rates are:

   Joseph J. DiPasquale,partner            $520
   Thomas M. Walsh, partner                $450
   John J. Stoelker, associate             $265

Other members or associates of the firm may also render services
to the Debtor, if appropriate, at rates commensurate with the
foregoing, as:

     Partners                       $400 - $570
     Associates                     $205 - $300
     Law Clerks                     $185 - $195
     Paralegals and Support Staff   $185 - $195

To the best of the Debtor's knowledge, the firm does not represent
or hold any interest adverse to the Debtor, and is a disinterested
person under 11 U.S.C. Sec. 101(14).

                      About Metroplaza Hotel

Inn at Woodbridge Inc. and Metroplaza Hotel LLC sought Chapter 11
protection (Bankr. D.N.J. Case Nos. 12-38603 and 12-38611) in
Trenton on Dec. 6, 2012.

Metroplaza Hotel disclosed assets of $36.2 million and liabilities
of $42.2 million, including $41.9 million owed to secured creditor
WBCMT 2006-C24 Wood Avenue, LLC.  Metroplaza owns an 11-story
hotel and office building on a 9.95-acre site in Iselin, New
Jersey, which is valued at $35.5 million.  The property serves as
collateral to the WBCMT debt.

The Debtors have hired Greenbaum, Rowe, Smith & Davis LLP as
Chapter 11 counsel.


MF GLOBAL: Court Sets March 15 as Admin. Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has fixed March 15, 2013, at 4:00 p.m. Prevailing Eastern Time as
the deadline for all persons and governmental units to file a
request for payment of their administrative claims against:

   (i) MF Global Holdings Ltd. and MF Global Finance USA, Inc.
       that arose on or after October 31, 2011 through and
       including March 1, 2013;

  (ii) MF Global Capital LLC, MF Global Market Services LLC or MF
       Global FX Clear LLC, on or after December 19, 2011 through
       and including March 1, 2013; and

(iii) MF Global Holdings USA Inc., on or after March 2, 2012
       through and including March 1, 2013.

Any holder of a claim pursuant to Section 503(b)(9) of the
Bankruptcy Code, which was required to be filed by August 22,
2012, is no longer permitted to assert such a claim.

Proofs of claim must conform to the form prepared by MF Global,
and must be sent to:

   If by first-class mail:

      GCG, Inc.
      Attn: MF Global Holdings Ltd.
      P.O. Box 9846
      Dublin, Ohio 43017-5746

   If by hand delivery or overnight courier:

      GCG, Inc.
      Attn: MF Global Holdings Ltd.
      5151 Blazer Parkway, Suite A
      Dublin, Ohio 43017

      or

      United States Bankruptcy Court,
      SDNY One Bowling Green
      Room 534
      New York, New York 10004;

The trustee of MF Global was ordered to publish the notice of
Admin Claims Bar Date in the national edition of The New York
Times by no later than February 22, 2013.

                          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.


MF GLOBAL: Files Amended Disclosure Statement, Liquidation Plan
---------------------------------------------------------------
MF Global Holdings Ltd. filed with the U.S. Bankruptcy Court for
the Southern District of New York a revised disclosure statement
for the proposed liquidation plan.

The revised disclosure statement filed Feb. 15 contains additional
provision concerning the prosecution of claims by a group of
former employees and investors who acquired MF Global's publicly
traded debt and equity securities.  The group commenced a
securities class action against MF Global before the U.S.
Bankruptcy Court for the Southern District of New York.

The disclosure statement also contains additional language
concerning an agreement between MF Global's trustee Louis Freeh
and James Giddens, the trustee liquidating MF Global Inc.

Under the deal, Mr. Freeh agreed in principle to support a request
by Mr. Giddens for the allocation or loan of funds from MFGI's
unallocated property to cover any shortfall of customer property
in the MFGI customer classes.

Meanwhile, MF Global removed a provision from the disclosure
statement, which exempts proponents of the liquidation plan and
the Official Committee of Unsecured Creditors from liability for
any act taken or to be taken in connection with the preparation
and implementation of the plan.

Full-text copies of the revised disclosure statement and
liquidation plan are available for free at:

   http://bankrupt.com/misc/MFGlobal_AmendPlan021513.pdf
   http://bankrupt.com/misc/MFGlobal_AmendDS021513.pdf

                          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.


MGM RESORTS: AllianceBernstein Has 7.6% Equity Stake as of Dec. 31
------------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, AllianceBernstein LP disclosed that, as of Dec. 31,
2012, it beneficially owns 36,952,980 shares of common stock of
MGM Resorts International representing 7.6% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/ySFFpS

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MID AMERICA BRICK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mid America Brick & Structural Clay Products, LLC
        dba Mid America Brick
        600 Green Blvd.
        Mexico, MO 65265

Bankruptcy Case No.: 13-20029

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       Eastern District of Missouri (Hannibal)

Judge: Kathy A. Surratt

Debtor's Counsel: Bonnie L. Clair, Esq.
                  Brian James LaFlamme, Esq.
                  David A. Sosne, Esq.
                  SUMMERS COMPTON WELLS PC
                  8909 Ladue Road
                  St. Louis, MO 63124
                  Tel: (314) 991-4999
                  Fax: (314) 991-2413
                  E-mail: blcattymo@summerscomptonwells.com
                          blaflamme@summerscomptonwells.com
                          dasattymo@scwpclaw.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/moeb13-20029.pdf

The petition was signed by Frank J. Cordie, president.


MODERN PRECAST: Committee Taps Eisneramper as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Modern Precast Concrete Inc. et al., asks the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania for
permission to retain Eisneramper LLP as its accountants and
financial advisor.

Eisneramper will, among other things:

   1. analyze the Debtors' books, records, financial and other
      information to determine potentially avoidable pre- and
      postpetition transfers of money or property and actionable
      related party transactions and evaluation of the likelihood
      and sufficiency of defenses assertable by defendants in
      connection with such potential avoidance actions;

   2. analyze the Debtors' transactions with insiders and
      affiliates; and

   3. evaluate any plan of reorganization proposed by the Debtors,
      including issues pertaining to the feasibility of any plan.

Allen D. Wilen, a partner at EisnerAmper, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia,
serve as counsel to the Debtor.  The Debtor estimated up to $50
million in both assets and liabilities.  West Family Associates,
LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307)
also sought Chapter 11 protection.  The petitions were signed by
James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.


MODERN PRECAST: Ciardi Ciardi Approved as Committee Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Modern Precast Concrete, Inc., to retain
Ciardi Ciardi & Astin as its counsel.  Albert A. Ciardi, III,
Esq., attests that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia,
serve as counsel to the Debtor.  The Debtor estimated up to $50
million in both assets and liabilities.  West Family Associates,
LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307)
also sought Chapter 11 protection.  The petitions were signed by
James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.


MODERN PRECAST: McElroy Deutsch Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Modern Precast Concrete, Inc. to employ McElroy,
Deutsch, Mulvaney & Carpenter, LLP as counsel.

The Debtors sought to retain MDMC as their counsel because of the
firm's experience and knowledge in the field of debtors' and
creditors' rights, and its expertise and knowledge practicing in
bankruptcy court.  The Debtors propose to pay MDMC its customary
hourly rates in effect from time to time and to reimburse MDMC for
expenses.  As of the Petition Date, MDMC held an unused retainer
of $8,936.

The Debtors lacked sufficient funds to provide MDMC with a
meaningful retainer in the Chapter 11 cases.  The Debtors
understand that MDMC's willingness to represent the Debtors in
connection with the Chapter 11 cases is conditioned upon the
agreement of the Debtors' pre- and post-petition lender, M&T Bank
to provide a $150,000 carve-out in the aggregate for the Debtors'
professionals (MDMC and Beane Associates, Inc., financial advisor)
for the two-month period of debtor in possession financing.  In an
"event of default" under the DIP Credit Agreement, MDMC and Beane
are limited to a reduced "Post-Event of Default Carve-Out," capped
at $50,000 in the aggregate.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia,
serve as counsel to the Debtor.  The Debtor estimated up to $50
million in both assets and liabilities.  West Family Associates,
LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307)
also sought Chapter 11 protection.  The petitions were signed by
James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.


MONITOR COMPANY: Final Cash Collateral Hearing Moved to March 4
---------------------------------------------------------------
A final hearing on Monitor Company Group Limited Partnership, et
al.'s motion to use cash collateral is set for March 4.
Objections to the request are due Feb. 25.

The Debtors are granted interim authority to use until the March 4
hearing date the cash collateral to fund their wind-down account
in connection with the sale of substantially all of their assets
to Deloitte Consulting LLP and DCSH Limited.  As reported in the
TCR on Jan. 14, 2013, Deloitte has acquired substantially all of
the business of Monitor, one of the world's leading strategy
consulting firms.  The transaction was completed following
approval by the Bankruptcy Court on Jan. 11, 2013.

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MPG OFFICE: Wells Fargo's Equity Stake at 9.8% at Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that, as of
Dec. 31, 2012, it beneficially owns 5,597,662 shares of common
stock of MPG Office representing 9.79% of the shares outstanding.
A copy of the filing is available for free at http://is.gd/uVvgSQ

                      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.


MTS LAND: Proposes "100% Payment" Chapter 11 Plan
-------------------------------------------------
According to the disclosure statement in support of their First
Amended Chapter 11 Plan of Reorganization that was filed mid-
January, debtors MTS Land, LLC, and MTS Golf, LLC, have a 100%
payment plan notwithstanding that the plan impairs certain classes
of creditors.

All creditors with Allowed Claims will be paid the amount of their
allowed claims in full through the Plan.

The USB Loan Claim in Class 1, estimated to be $32,450,046, will
receive interest-only payments for the first 12 months after the
Effective Date.  Beginning on the 13th month after the Effective
Date, and on each subsequent month up to and through the Restated
UBS Loan Maturity Date (the 5th anniversary of the Effective Date)
Reorganized Debtor will distribute to USB monthly principal and
interest payments on the outstanding balance of the Restated USB
Note amortized over a period of 30 years at the USB Restated
Interest Rate of 3.75% per annum.

General Unsecured Creditors in Class 8 totaling $2,098,424 per the
schedules, will be paid in full in Cash, plus post-Effective Date
interest at the Unsecured Interest Rate, on the latest of: (i) the
60th Business Day after the Effective Date, as soon thereafter as
is practical; (ii) such date as may be fixed by the Bankruptcy
Court, or as soon thereafter as is practicable; (iii) the 14th
Business Day after such Claim is Allowed, or as soon thereafter as
is practicable; or (iv) such date as the Holder of such
Claim and Reorganized Debtors have agreed or will agree.

Holders of Equity Securities in Class 9 will retain all of their
legal interests.  The Holders of the Class 9 Equity Securities are
Unimpaired, and are therefore deemed to have accepted the Plan and
are not entitled to vote on the Plan.

The Plan has not yet been confirmed by the Bankruptcy Court.

A copy of the Disclosure Statement filed Jan. 14, 2013, is
available at http://bankrupt.com/misc/mtsland.doc428.pdf


                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.




NORTEL NETWORKS: Seeks to Hide Some Fees Amid Cash Battle
---------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports Nortel Networks
Corp.'s U.S. lawyers and advisers are going to need to hire
lawyers and advisers of their own for a looming $7.3 billion cash
fight, but who's getting paid, how much and for what is
information the liquidating telecommunications company would
rather not see come to light.

                       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.


NORTHLAND RESOURCES: Gets Toronto Stock Exchange Delisting Notice
-----------------------------------------------------------------
Karl-Axel Waplan, President & CEO of Northland Resources S.A., on
Feb. 18 disclosed that the Company has received a notice from the
Toronto Stock Exchange that the TSX has decided to delist the
Company's common shares effective at the close of market on the
TSX March 18, 2013, should the Company fail to meet the TSX
requirements.

The Continued Listings Committee of TSX has determined that the
Company has failed to meet the continued listing requirements of
the TSX, following the Company's decision to enter into corporate
reconstruction for its three Swedish subsidiaries.  The Company is
currently working to obtain the adequate working capital and
appropriate capital structure to secure its long-term operations.

The Company is continuing its constructive discussions with its
creditors and other stakeholders to secure funding for its short
term as well as its long term operations.  When this occurs, the
Company currently intends to apply to the TSX to have its common
shares re-instated on the TSX.

The TSX has resolved that Northland's common shares will remain
suspended from trading on the TSX until they are delisted on March
18, 2013.

The Company's common shares have a dual listing on the Oslo Bors
(the "OSE"), ticker NAUR, and trading on the OSE will continue at
the OSE's discretion.  The Company intends to maintain its listing
on the OSE and will assist shareholders who wish to transfer their
Northland common shares from trading on the TSX, in a CDS
position, to trading on the OSE in the electronic position in
Norway (VPS/Verdipapirsentralen).

Further instructions regarding the transfer process from CDS to
VPS will be posted on the Company's Web site/Investor Relation
shortly.

Northland is a producer of iron ore concentrate, with a portfolio
of production, development and exploration mines and projects in
northern Sweden and Finland.  The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012.  The Company expects to produce high-grade, high-
quality magnetite iron concentrate in Kaunisvaara, Sweden, where
the Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The Company
is also preparing a Definitive Feasibility Study ("DFS") for its
Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari,
northern Finland and for the Pellivuoma deposit, which is located
15 km from the Kaunisvaara processing plant.


NORTHSTAR AEROSPACE: OK'd to Employ PWC Canada as Expert Witness
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
in a revised order, NSA (USA) Liquidating Corp., et al., to employ
PricewaterhouseCoopers LLP as expert witness nunc pro tunc
Nov. 27, 2012.

PWC Canada will assist in arbitration proceedings with respect to
the sale of the Debtors' assets in the Chapter ll cases.

The hourly rates of PWC Canada's personnel are: partner/associate
partner at $750, vice president/senior manager at $650, manager at
$465, senior associate at $370, associate at $235 and other at
$125.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  About 60%
of the assets and business are with the U.S. debtors.


NPS PHARMACEUTICALS: Vanguard Owns 5.8% Equity Stake at Dec. 31
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Vanguard Group disclosed that, as of Dec. 31,
2012, it beneficially owns 5,032,804 shares of common stock of NPS
Pharmaceuticals Inc. representing 5.8% of the shares outstanding.
A copy of the filing is available for free at:

                        http://is.gd/bDsSdy

                      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.


NPS PHARMACEUTICALS: Board Amends 2005 Omnibus Incentive Plan
-------------------------------------------------------------
The Board of Directors of NPS Pharmaceuticals, Inc., amended and
restated the Company's 2005 Omnibus Incentive Plan, amended the
form of Stock Option Grant Agreement and adopted forms of
Restricted Stock Unit Agreements pursuant to the Plan that will
govern future grants under the Plan.  The four forms of Restricted
Stock Unit Agreements are for non-employee directors and
employees, including executive officers.

The material amendments to the Plan made by the amendment and
restatement of the Plan are as follows:

   * Increase, effective upon stockholder approval, the share
     reserve available for awards by 3,500,000 shares of common
     stock;

   * Increase, effective upon stockholder approval, from 1.0 to
     1.5 the number of shares of common stock by which each share
     of common stock subject to an award, other than an option or
     stock appreciation right, reduces the available share
     reserve;

   * Increase, effective upon stockholder approval, from 1.0 to
     1.5 the number of shares of common stock by which each share
     of common stock subject to an award, other than an option or
     stock appreciation right, that terminates by expiration,
     forfeiture, cancellation or otherwise without issuance of
     shares, is settled in cash in lieu of shares or is exchanged
     with the Board's permission, increases the available share
     reserve; and

   * Awards granted on or after Feb. 13, 2013, will contain double
     trigger accelerated vesting provisions wherein after a change
     in control and (a) a material alteration of an award
     recipient's job prospects followed by termination of the
     award recipient's employment in accordance with the timing
     set forth in the Plan or (b) an award recipient's involuntary
     termination of service for certain reasons other than death
     or permanent disability, the unvested awards immediately vest
     and will be exercisable until the later of (i) twenty-four
     months from the effective date of that termination or (ii)
     the time specified in the award agreement during which the
     award recipient's award is exercisable following termination
     of service.

If the Company's stockholders do not approve the amendments to the
Plan, the relevant provisions of the Plan currently in effect will
continue in effect.

On Feb. 12, 2013, the Board amended the form of Stock Option Grant
Agreement to provide that in the event that the award recipient's
continuous service terminates due to the award recipient's death
or permanent disability, the unvested option shares shall vest and
become exercisable on the award recipient's date of death or
permanent disability.

On Feb. 12, 2013, the Board approved forms of Restricted Stock
Unit Agreements.

Under the forms of Restricted Stock Unit Agreements, grants of
restricted stock will vest over time as follows:

   (1) Awards to non-employee directors will vest on the first
       anniversary of the date of the award date if such non-
       employee director remains in continuous service.

   (2) Awards to employees will vest (i) on the first anniversary
       of the date of the award date if that employee remains in
       continuous service, (ii) at the rate of 33.33% on each
       annual anniversary of the award date so long as the
       employee remains in continuous service or (iii) on the
       third anniversary of the date of the award date if that
       employee remains in continuous service.

A copy of the 2005 Omnibus Incentive Plan is available at:

                         http://is.gd/ARKoHE

                      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.


NYTEX ENERGY: To Issue 5 Million Shares Under Incentive Plan
------------------------------------------------------------
Nytex Energy Holdings, Inc., filed a Form S-8 with the U.S.
Securities and Exchange Commission a Form S-8 relating to the
registration of 5 million shares of common stock of the Company
issuable under the 2013 Equity Incentive Plan at a proposed
maximum aggregate offering price of $2.25 million.  A copy of the
prospectus is available for free at http://is.gd/XGnDCy

                        About NYTEX Energy

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

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

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


OMTRON USA: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Omtron USA, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,810,916
  B. Personal Property           $23,822,490
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $256,776
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,261,980
                                 -----------      -----------
        TOTAL                    $40,633,406       $4,518,756

A copy of the SAL is available at:

           http://bankrupt.com/misc/OMTRON_USA_sal.pdf

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  Omtron paid $24.9 million in February 2011 for the
North Carolina operations belonging to Townsends Inc.


OMTRON USA: Has Court OK to Hire CBRE Inc. as Real Estate Broker
----------------------------------------------------------------
Omtron USA, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ CBRE,
Inc., as real estate broker, nunc pro tunc to Nov. 9, 2012, to
assist the Debtor in marketing and selling the Mt. Bethel
facility.

To date, CBRE has reviewed and inspected the Mt. Bethel facility,
prepared various marketing material for the sale of the property,
listed the property for sale, and identified and solicited
potential buyers and brokers for potential buyers of the Mt.
Bethel facility.

The Debtor has agreed to pay CBRE a sales commission of 6% of the
Mt. Bethel facility's gross sales price.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Debtor listed $40,633,406 in assets and
$4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


OMTRON USA: Committee Retains CohnReznick as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Omtron USA, LLC,
sought and obtained authorization from the U.S. Bankruptcy Court
for the District of Delaware to retain CohnReznick, LLP, as
financial advisor.

CohnReznick will, among other things:

      a) develop and evaluate alternative sale strategies;

      b) scrutinize proposed sale transactions, including the
         assumption and rejection of executory contracts;

      c) oversee the activity involved in monitoring the sales
         process (solicitation, review, auction);

      d) identify, analyze and investigate transactions with non-
         debtor entities and other related parties; and

      e) monitor the sales process and supplement the list of
         potential buyers

CohnReznick will be paid at these hourly rates:

         Partners/Senior Partner                  $580 to $790
         Managers/Senior Managers/Directors       $430 to $610
         Other Professional Staff                 $270 to $400
         Paraprofessionals                            $180

Clifford A. Zucker, a partner at Cohn Reznick, attested to the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                       About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Debtor listed $40,633,406 in assets and
$4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


OPTIMUMBANK HOLDINGS: Richard Browdy Resigns From All Positions
---------------------------------------------------------------
OptimumBank Holdings, Inc., said that Richard L. Browdy has
resigned as President, Interim Chief Executive Officer and Chief
Financial Officer of the Company and as a member of the
OptimumBank and OPHC Board of Directors to pursue other career
opportunities.

"Mr. Browdy served as President and Chief Financial Officer of the
Bank since its inception in 2000 and was instrumental in
organizing the Bank.  We thank Richard for his past leadership and
commitment to OptimumBank and we wish him success in his future
endeavors," said Moishe Gubin, OPHC Chairman.

Contemporaneously with the announcement of Richard L. Browdy's
departure, the Company also announced the appointment of Timothy
L. Terry as Chief Executive Officer, effective Feb. 12, 2013.  Mr.
Terry brings a wealth of experience and savvy to the role.  "His
knowledge of the banking and business landscape of the State of
Florida is impressive and of great value to the Company.  We are
confident Mr. Terry will propel OptimumBank forward in the
immediate future," said Moishe Gubin, Chairman of the Board.

Prior to joining the Company, Mr. Terry served as Interim
President and CEO of Putnam State Bank in Palatka, Florida, from
2011 to 2012.  From 2005-2011, Mr. Terry was President and CEO of
Enterprise Bank of Florida, after initially serving as Executive
Vice President, Senior Loan Officer, Branch Administrator and
Sales Manager from 2002.  From 1999-2002, Mr. Terry served as
Executive Vice President and Senior Loan Officer of Palm Beach
National Bank and Trust, after joining the company in 1993.  From
1985-1993, Mr. Terry was Vice President of Flagler National Bank,
West Palm Beach, Florida.  Prior to that, he was Assistant Vice
President of SNB Bank and Trust in Battle Creek, Michigan.

"We are proud to have Timothy Terry associated with this Company
and we have every confidence in him and the future of this
Company," said Mr. Gubin.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                  Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the FDIC and OFR.  The Consent Order covers areas of the
Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and a chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.  As of Sept. 30, 2012, scheduled reductions of
the aforementioned 2009 classified loans were 59.44%.


OVERLAND STORAGE: Incurs $4.3-Mil. Second Quarter Net Loss
----------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.27 million on $12.59 million of net revenue for
the three months ended Dec. 31, 2012, as compared with a net loss
of $4.29 million on $15.10 million of net revenue for the same
period during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $9.13 million on $24.31 million of net revenue, as
compared with a net loss of $9.64 million on $29.18 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $28.31
million in total assets, $31.23 million in total liabilities and a
$2.92 million total sharehodlers' deficit.

"The Company's recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern."

"During the second fiscal quarter, we experienced strong demand,
compared to the preceding quarter, which was reflected in our unit
sales across all product lines, including a 34 percent increase in
SnapServer, a 30 percent increase in NEO Tape Libraries, and a 21
percent increase in SnapSAN," said Eric Kelly, President and CEO
of Overland Storage.  "In addition, we achieved 42 percent
sequential revenue growth in Europe."

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

                        http://is.gd/RKxQzz

                 Amendments to Forms 10-K and 10-Q

Overland Storage has amended its annual report for the fiscal year
ended July 1, 2012, to file:

   (i) a list of the Company's subsidiaries as Exhibit 21.1; and

  (ii) amended certifications of the Company's Chief Executive
       Officer pursuant to Section 302 of the Sarbanes-Oxley Act
       of 2002, the Company's Chief Financial Officer pursuant to
       Section 302 of the Sarbanes-Oxley Act and the Company's
       Principal Financial Officer pursuant to Section 906 of the
       Sarbanes-Oxley Act to correct references to an incorrect
       period that appeared in the certifications filed with the
       Form 10-K.

The Company's subsidiaries are:

   Name of Subsidiary               Place of Incorporation

   Overland Storage (Europe) Ltd.   United Kingdom
   Overland Storage SARL            France
   Overland Storage GmbH            Germany

The Amendment No. 1 does not otherwise change or update the
disclosure or financial information set forth in the Form 10-K as
originally filed and does not otherwise reflect events occurring
after the original filing of the Form 10-K.

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

                        http://is.gd/kc8UiY

The Company separately filed an amended quarterly report for the
period ended Sept. 30, 2012, to:

   (i) correct the reference to an incorrect period that appeared
       in Part I, Item 4 "Controls and Procedures" to the Form 10-
       Q; and

  (ii) provide additional information regarding disclosure that
       appeared in Part II, Item 5 "Other Information."

The Amendment No. 1 only affects Part I, Item 4 "Controls and
Procedures" and Part II, Item 5 "Other Information' of the Form
10-Q and does not otherwise change or update the disclosures or
financial information set forth in the Form 10-Q as originally
filed and does not otherwise reflect events occurring after the
original filing of the Form 10-Q.

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

                       http://is.gd/Tvo2eq

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERLAND STORAGE: J. Gruber Equity Stake Down to 4.4% at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jon D. Gruber and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 1,233,929 shares
of common stock of Overland Storage, Inc., representing 4.4% of
the shares outstanding.  Mr. Gruber previously reported beneficial
ownership of 1,713,000 common shares or a 7.3% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/MTOKCw

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2012, showed
$28.31 million in total assets, $31.23 million in total
liabilities, and a $2.92 million total shareholders' deficit.


PATRIOT COAL: State Street No Longer Shareholder as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, State Street Corporation disclosed that, as of
Dec. 31, 2012, it does not beneficially own any shares of common
stosck of Patriot Coal.  A copy of the filing is available for
free at http://is.gd/V9t2sa

                        About Patriot Coal

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

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

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

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

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


PEDEVCO CORP: Terminates Original Mississippian Agreement
---------------------------------------------------------
As previously disclosed, on Nov. 30, 2012, Condor Energy
Technology LLC, a joint venture between PEDEVCO CORP. and MIE
Jurassic Energy Corporation, an affiliate of MIE Holdings
Corporation, entered into an Agreement for Purchase of Term
Assignment for the acquisition by Condor of interests in the
Mississippian Lime and related 3-D seismic data, for an aggregate
purchase price of $8,648,661.  Pursuant to the Original
Mississippian Agreement, Condor paid an initial deposit in the
amount of $864,866.

On Feb. 8, 2013, the Company, Condor, Berexco LLC and Hinkle Law
Firm LLC, as escrow agent, entered into a Termination of Agreement
for Purchase of Term Assignment; Agreement to Transfer Performance
Deposit and Negotiate in Good Faith, pursuant to which Condor and
Berexco mutually agreed, without fault of either party, to
terminate the Original Mississippian Agreement.

In the Mutual Termination and Deposit Transfer Agreement, the
Company and Berexco further agreed that they would negotiate in
good faith the terms and conditions of an alternative transaction
whereby the Company would acquire the rights to the leases
previously contemplated to be acquired under the Original
Mississippian Agreement by Condor.  The parties to the Mutual
Termination and Deposit Transfer Agreement further agreed that the
Initial Deposit would continue to be held in escrow on the
Company's behalf pending the entry into a new escrow agreement by
and between the Company and Berexco in connection with the
Proposed PEDEVCO-Berexco Transaction; provided, however, that if
no such escrow agreement or no definitive documentation with
respect to the Proposed PEDEVCO-Berexco Transaction is entered
into by and between the Company and Berexco by 5:00 p.m. Central
Time, Feb. 22, 2013, then the escrowed funds will be returned to
the Company.

Pursuant to the Original Mississippian Agreement, Condor had
planned to acquire interests in the Mississippian Lime covering
approximately 13,806 gross acres located in Comanche, Harper,
Barber and Kiowa Counties, Kansas, and Woods County, Oklahoma, and
approximately 19.5 square miles of 3-D seismic data, for an
aggregate purchase price of $8,648,661, of which $864,866 was paid
into escrow by Condor.  Pursuant to the Proposed PEDEVCO-Berexco
Transaction, the Company plans to acquire up to 100% of these same
interests on substantially the same terms and conditions as
originally entered into between Berexco and Condor.

The Company cannot assure that it will in fact be able to enter
into such a revised agreement with Berexco or that if such an
agreement is entered into that we will be able to consummate the
acquisitions.

                 Production Rate of Niobrara Well

PEDEVCO Corp. said that its second horizontal well, the Waves 1H
well, located in Weld County, Colorado, has tested at an initial
production rate of 528 bopd and 360 mcfgpd (588 boepd) from the
Niobrara "B" Bench target zone.  The well is operated by the
Company's joint venture partner, Condor Energy Technology LLC.
Condor spudded the Waves 1H well on Nov. 19, 2012, and drilled to
11,114 feet measured depth (6,200 true vertical foot depth) in
eight days.  The 4,339 foot lateral section was completed in 18
stages on Feb. 1, 2013.

Condor's first horizontal well in Weld County, Colorado, the FFT2H
well, tested at an initial production rate of 437 boepd from the
Niobrara "B" Bench target zone.  This first well was spudded in
April 2012 and drilled to a total combined vertical and horizontal
depth of 11,307 feet, with completion operations concluding in
July 2012.

On Nov. 30, 2012, Condor spudded its third horizontal well, the
Logan 2H well, in Weld County, Colorado.  Drilling of the well was
completed on Dec. 8, 2012, to a true vertical depth of
approximately 6,150 feet, and a total horizontal length of
approximately 6,350 feet in the Niobrara "B" Bench target zone.
Condor completed hydraulic fracturing operations on this well in
January 2013, and plans to finish completion operations and
commence flow testing in mid-February 2013.

Frank C. Ingriselli, the Company's President and CEO commented,
"We are pleased to be able to execute on our 2013 development
program in the Niobrara formation, and are encouraged that the
knowledge we gained from drilling and completing our initial FFT2H
well in the Niobrara formation is proving beneficial to us as we
seek to drive down our drilling and completion costs, optimize our
completion operations, and maximize production and resource
recovery."

For more information on the Company, please visit the Company's
corporate Web site at www.pacificenergydevelopment.com.

                         About PEDEVCO Corp.

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

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

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

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


PERFORMANCE LEARNING: Case Summary & 13 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Performance Learning Cooperative
        c/o John Keisling
        4530 Summit Avenue
        Chattanooga, TN 37415

Bankruptcy Case No.: 13-10763

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: W. Thomas Bible, Esq.
                  LAW OFFICE OF W. THOMAS BIBLE, JR.
                  6918 Shallowford Road, Suite 100
                  Chattanooga, TN 37421
                  Tel: (423) 424-3116
                  Fax: (423) 553-0639
                  E-mail: wtbibleecf@gmail.com

Scheduled Assets: $1,365,000

Scheduled Liabilities: $664,981

A copy of the Company's list of its 13 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb13-10763.pdf

The petition was signed by John Keisling, president.


PINNACLE AIRLINES: Settles WTC Properties, et al., Claims
---------------------------------------------------------
Pinnacle Airlines Corp. signed an agreement, which permits a group
of claimants led by World Trade Center Properties LLC to prosecute
its insurance claim.  The agreement allows the group to prosecute
its insurance claim against Pinnacle and Colgan Air Inc. in a
lawsuit styled World Trade Center Properties, et al., v. American
Airlines, Inc., et al.  In return, the group agreed to waive the
claims it filed against the airlines in their Chapter 11 cases.  A
full-text copy of the agreement is available for free at
http://is.gd/UGVwEt

                      About Pinnacle Airlines

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

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

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

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

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

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

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


PINNACLE AIRLINES: Asks for OK of Changes to Board of Directors
---------------------------------------------------------------
Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to take these
steps which would be implemented through board resolutions:

   i. the current nine members of the board would vote to reduce
      the size of the board to seven members;

  ii. six of the nine current members of the board would resign;

iii. the remaining three current members of the board, would
      appoint the following four replacement directors to fill the
      vacancies on the board:

      Ryan Gumm -- the Debtors' chief operating officer and former
                   executive vice president and chief operating
                   officer at Delta Private Jets;

      Donald T. Bornhorst -- senior vice president -- Delta
                   Connection at Delta;

      Loren Neuenschwander -- managing director -- Alliance
                   Partnerships at Delta; and

      Barry Wilbur -- managing director -- Flying Operations at
                   Delta;

  iv. two additional standing committees of the board (in addition
      to existing board standing committees) would be established:

      a. a "Delta Conflicts Committee," consisting only of the
         current directors, that will address and oversee any
         potential matters before the Board where there is an
         actual conflict between the Debtors and Delta or the
         transition directors otherwise decline to be involved
         with the consideration of a matter, including, without
         limitation, any alternate plan of reorganization
         proposals, exercise of the Debtors' fiduciary duty
         termination right under Section 6(d)(iv) of the RSA, any
         new contracts with Delta, and modifications to existing
         contracts with Delta; and

      b. a "Transition Committee," consisting only of the
         Transition Directors, that will address and oversee
         issues related to the Debtors' anticipated implementation
         of the Plan, including transition and integration into
         Delta's corporate group and emergence from chapter 11
         (with Mr. Spanjers, the Debtors' current CEO, serving as
         an observer in Transition Committee meetings to identify
         matters that may require oversight by the Delta Conflicts
         Committee); and

   v. no member of the Debtors' senior management may be
      terminated prior to the Effective Date without the consent
      of all of the members of the board.

The Debtors also request the proposed order be effective
immediately by providing that the 14-day stay under Bankruptcy
Rule 6004(h) is waived.

                       About Pinnacle Airlines

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

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

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

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

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

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

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


PINNACLE AIRLINES: Deal with Delta and Standard Aero Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved that certain Settlement Agreement and Mutual Release
among Debtors Pinnacle Airlines Corp., and Mesaba Aviation, Inc.;
and Delta Air Lines, Inc.; and Standard Aero Ltd.

The Debtors related that as a result of negotiations among Delta,
Standard Aero and the Debtors, the parties have agreed to enter
the settlement agreement to resolve the outstanding disputes.  The
key terms of the settlement agreement are:

   i. Delta will make a cash payment to Standard Aero in full and
      final settlement of all claims asserted against Delta by
      Standard Aero in the Arbitration Proceeding and in
      connection with the Settled Invoices.

  ii. Upon entry of the order approving the settlement agreement
      on a final, nonappealable basis, Delta and Standard Aero
      agree to submit an Agreed Final Award to the arbitrator in
      the Arbitration Proceeding indicating that all claims and
      counterclaims in the Arbitration Proceeding have been
      settled and are dismissed with prejudice, with each party to
      bear its own attorneys' fees and costs.

iii. Standard Aero releases Delta, Pinnacle, and Mesaba, and
      their respective officers; directors; employees; from any
      and all manner of claims and causes of action, arising out
      of or in any way related to the claims and counterclaims
      asserted in the Arbitration Proceeding, the Maintenance
      Agreement, the Settled Invoices, and the cases, including,
      without limitation, the claims underlying the Pinnacle Claim
      and the Mesaba Claim.

  iv. Delta, Pinnacle, and Mesaba jointly and severally release
      Standard Aero from any and all manner of claims and causes
      of action, arising out of or in any way related to the
      claims and counterclaims asserted in the Arbitration
      Proceeding, the Maintenance Agreement, the Settled Invoices,
      and the cases.

The Court said that the Pinnacle Claim and the Mesaba Claim will
be deemed withdrawn and the Debtors may expunge the Pinnacle Claim
and the Mesaba Claim from the claims registry.

                      About Pinnacle Airlines

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

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

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

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

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

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

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


PLATINUM PROPERTIES: Wants APA with RH of Indiana Approved
-----------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana approved the asset purchase agreement
between Platinum Properties, LLC, et al., and RH of Indiana, for
the private sale of real estate located within the Western Hills
project in Hendricks County, Indiana.

The Debtors also have an ownership interest in several special
purpose entities, which in turn, own, operate and manage
individual projects.  West Avon, LLC is an SPE wholly owned by the
Debtor.  West Avon owns, operates, and develops the Western
Hills project in Avon, Indiana.  Platinum provides all management
and development services for the Western Hills Project.

When West Avon purchased the property in December 2005, the
Western Hills Project consisted of 208 acres of undeveloped land.
95 acres of the Western Hills Project were sold in 2011-2012 in
two transactions.  The remaining 113 acres of undeveloped land are
to be sold to purchaser pursuant to the purchase agreement.

The purchaser has agreed to purchase the land for $1,250,000.

The Debtors noted that the sale will benefit the Debtor's estate.
First Merchants Bank, N.A., a creditor of the Debtor, will be paid
the full amount of its claim.  Duke, another creditor of the
Debtor, will receive approximately $205,000 on its claim.  The
proposed sale to Purchaser will eliminate any remaining claim
against the Debtor's estate related to the Indebtedness.
Accordingly, the Debtor's estate will be relieved of liability
totaling more than $6.6 million.  Finally, the Debtor will be
relieved of some payroll and other overhead expense.

The Debtors added that as of Dec. 31, 2012, the indebtedness
secured by the land totals $6,647,287, comprised of $4,625,000 in
principal, plus accrued and unpaid interest in the amount of
$2,022,287.

The Debtor is authorized to close the sale immediately upon entry
of the order.  The Court also ordered that by March 31, 2013, the
purchaser will have obtained all requisite closing of the purchase
agreement.

The Court also authorized West Avon, LLC to assume the existing
lease and assign it to purchaser.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PORTMAN ROAD: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Portman Road, Inc.
        dba 70 Portman Road Realty
        70 Portman Road
        New Rochelle, NY 10801

Bankruptcy Case No.: 13-22230

Chapter 11 Petition Date: February 15, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA LLP
                  235 Main Street
                  Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Robert M. Green                                  Unknown
c/o Emmett Marvin & Martin
120 Broadway- 32nd Floor
New York, NY 10271

The petition was signed by Stephen Bulfamante, president.


POTTER ROAD: Judge Okays Gov't to Pursue $22M in Assets
-------------------------------------------------------
Katie Mulvaney, writing for Providence Journal, reported that a
federal bankruptcy judge has given the federal government the nod
to pursue $22 million in claims against two entities controlled by
former nursing home executive Antonio Giordano's children.  U.S.
Bankruptcy Judge William Hillman, sitting in for Judge Diane
Finkle, gave the government the OK to seek the money in U. S.
District Court from Potter Road Trust and Evergreen Estates
Managing Corp.

The report related that acting on behalf of the U.S. Department of
Housing and Urban Development and the IRS, the government sought
the go-ahead following U.S. District Court Chief Judge Mary Lisi's
blistering ruling ordering Giordano to pay $13.8 million for
diverting millions of dollars from two failing nursing homes and
using the projects as "his own personal piggy bank."  The IRS also
seeks $8.9 million in payroll taxes, the report said.


POWERWAVE TECHNOLOGIES: J. Kryzanowski 9.3% Owner as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Echange Commission, John A. Kryzanowski disclosed that, as of
Dec. 31, 2012, he beneficially owns 29,669,960 shares of common
stock of Powerwave Technologies, Inc., representing 9.3% of the
shares outstanding.  Mr. Kryzanowski previously reported
beneficial ownership of 3,070,752 common shares or a 9.7% equity
stake as of March 2012.  A copy of the amended filing is available
for free at http://is.gd/qfyYCh

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


QUANTUM FUEL: Capital Ventures Holds 8% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital Ventures International and Heights
Capital Management, Inc., disclosed that, as of Dec. 31, 2012,
they beneficially own 4,174,753 shares of common stock of
Quantum Fuel Systems Technologies Worldwide, Inc., representing 8%
of the shares outstanding.  Capital Ventures previously reported
beneficial ownership of 4,538,793 common shares or a 9.9% equity
stake as of March 16, 2012.  A copy of the amended filing is
available for free at http://is.gd/lVrd0E

                          About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


RCN TELECOM: S&P Affirms 'B' CCR; Rates $815MM Facilities 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on RCN Telecom Services LLC and revised the outlook
to positive from stable.  At the same time S&P assigned its 'B'
issue level rating and '3' recovery rating to an aggregate
$815 million of secured credit facilities, which consists of a
$775 million term loan B due 2020 and a $40 million revolver due
2018, to be borrowed by RCN Telecom Services LLC and unit Yankee
Cable Acquisition.  Proceeds from the term loan will be used to
repay about $600 million of outstanding credit facilities and to
fund a $172 million distribution to RCN's private equity owner.

In addition, S&P affirmed the 'B' rating on the existing credit
facility, but revised the recovery rating on this debt to '3' from
'4'.  Upon completion of the refinancing, S&P will withdraw the
rating on this credit facility.

"Our outlook revision to positive from stable signals that if we
believe the company can maintain the recent positive operating
trends in 2013 and beyond, we are likely to raise ratings by one
notch," said Standard & Poor's credit analyst Richard Siderman.
From 2009 through 2011, RCN had been losing basic video
subscribers at a significant annual pace in the 5% to 6% range,
and as a result its consolidated revenues declined.  The company
reversed these trends in 2012 and S&P expects that it will post
modest, but positive revenue growth for full-year 2012.  S&P's
revision in the recovery rating to '3' from '4' for RCN's secured
debt reflects the higher EBITDA multiple used in S&P's current
recovery analysis consistent with its view of RCN's Lehigh Valley
property as essentially a traditional incumbent cable operation.

The ratings on RCN reflect S&P's view of a "weak" business risk
profile based on the more intense competition inherent in RCN's
largely overbuilt cable markets as well as a lack of scale
economies.  RCN faces competition from satellite and to varying
extents, telephone company video services, but in its majority
overbuild markets it also competes with a second cable company.
As a result, it has a substantially weaker market position
compared with cable peers that operate as the sole cable provider.
Lack of scale economies is a product of a limited service
footprint combined with the lower basic video penetrations that
come from splitting the pay TV market with a second cable company
in five out of six RCN markets.

"Our rating on RCN also incorporates an "aggressive" financial
risk profile that recognizes private equity owner ABRY Partners
will tolerate substantial debt at RCN to enable what we expect to
be continuing returns of capital.  The new $815 million of secured
credit facilities will repay the approximately $600 million of
existing debt and fund a $172 million payment to ABRY Partners.
Pro forma for the dividend recapitalization, leverage, including
our adjustments for operating leases, will increase by close to 1x
to the high-4x area, which is near the upper end of our target
metric for an aggressive financial risk profile.  We expect pro
forma funds from operations (FFO) to debt in the midteen area,
supportive of the rating.  Notwithstanding a greater level of
competition in its majority overbuild markets, RCN does benefit
from some favorable cable industry characteristics including a
measure of revenue visibility and capital expenditures that are
largely linked to growth in new services," S&P said.

The rating outlook is positive.  S&P believes that the company's
investments in plant capabilities to better support HSD and
commercial services, along with recent marketing and customer
service initiatives, are responsible for higher 2012 revenue
which, though the growth was modest, reversed a three-year trend.
S&P could raise the rating one notch if it believes the company is
likely to maintain these favorable operating trends into 2013 and
beyond.  Specifically, upgrade consideration would be supported by
flat to positive basic subscriber growth, low to mid-single digit
HSD customer growth (S&P do anticipates continued loss of
residential telephone customers to wireless substitution), and a
relatively stable EBITDA margin.

Already incorporated into the rating and the positive outlook is
S&P's recognition that any material improvement in leverage from
the approximate 5x metric pro forma for the dividend
recapitalization would be temporary because RCN's private equity
owner would likely pursue future dividend recapitalizations.  S&P
would revert to a stable outlook in the event that the operational
improvements of 2012 do not continue into 2013.  Specifically, a
stable outlook would result from an erosion in the basic
subscriber base to the low to mid-single-digit area on a
consistent basis without offsetting gains in HSD.  Such a scenario
could lead to EBITDA margins falling significantly below 30% and
to debt to EBITDA above 5x without a reasonable path to
improvement.


RCN TELECOM: Moody's Rates Proposed $815-Mil. Credit Facility 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
first lien credit facility of RCN Telecom Services, LLC and
affirmed its B1 corporate family rating. The facility consists of
a $775 million term loan and a $40 million revolver (undrawn at
close). RCN expects to use proceeds to refinance existing first
lien debt and fund a distribution of approximately $172 million to
its private equity owners, ABRY Partners, LLC and Spectrum Equity.
This dividend combined with the $120 million distribution in March
2012 exceeds the cash invested by the sponsors with the
acquisition of RCN in August 2010.

RCN Telecom Services, LLC

Senior Secured Bank Credit Facility, Assigned B1, LGD 3, 34%

Affirmed B1 Corporate Family Rating

Affirmed B2-PD Probability of Default Rating

Outlook, Stable

Ratings Rationale:

The transaction increases leverage to about 5 times debt-to-EBITDA
from about 4 times, positioning the company weakly within its B1
corporate family rating. However, the B1 CFR assumed RCN would
continue to return capital to sponsors, and since the March 2012
dividend RCN lowered leverage ahead of Moody's expectations
through both debt reduction and EBITDA growth. Furthermore,
Moody's expects RCN to continue to generate positive free cash
flow-to-debt in the 4% to 6% range. The expected positive free
cash flow is a key credit support, so an increase in the proposed
interest rate without a commensurate reduction in debt could
negatively impact the ratings.

Despite RCN's high leverage (about 5 times debt-to-EBITDA pro
forma for the proposed transaction), expectations for the company
to continue generate positive free cash flow from its attractively
bundled video, high speed data and voice services in densely
populated markets support its B1 corporate family rating. The
financial sponsor ownership constrains the rating; notwithstanding
expectations for leverage to decline from both EBITDA growth and
debt reduction over at least the next year or two, beyond that
time the equity owners will likely seek incremental returns of
capital, which could lead to an increase in leverage or limit the
application of free cash flow to debt reduction. As an overbuilder
in most markets, RCN faces intense competition from larger and
better capitalized cable, direct broadcast satellite (DBS) and
telecom operators.

The company's upgraded network allows it to offer an attractive
package to both residential and commercial customers, but price
pressure remains a risk, and the battle for subscribers could
limit growth (albeit less so in the Lehigh Valley market, which
represents about 40% of EBITDA and in which RCN acts as an
incumbent). The lack of scale together with weak EBITDA margins
relative to cable peers also constrains the rating. Given the
competition and RCN's size, Moody's expects margins to remain
below peers, particularly as programming costs, especially the
sports content prevalent in RCN's urban markets, escalate.

The stable outlook assumes continued application of free cash flow
to debt reduction and modest EBITDA growth will facilitate a
decline in leverage to the mid 4 times range over the next 18
months.

Deteriorating operating performance or an inability to lower
leverage to 4.5 times over the next 18 months could pressure the
rating down. Over the longer term another debt-financed dividend
or an acquisition resulting in leverage sustained above 4.75 times
debt-to-EBITDA could warrant a downgrade. An erosion of the
liquidity profile could also have negative ratings implications.

The current leverage profile, lack of scale, overbuilder model,
and the financial sponsor ownership limit upward ratings momentum.
However, Moody's could consider a positive action with a
commitment to a more conservative financial profile characterized
by leverage trending toward and remaining below 3.25 times debt-
to-EBITDA on a sustained basis. An upgrade would also require good
liquidity and expectations for stable to improving subscriber
trends.

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

Based in Princeton, New Jersey, RCN Telecom Services, LLC provides
bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 339 thousand video, 344 thousand high
speed data, and 189 thousand voice customers, and its annual
revenue is approximately $563 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.


READER'S DIGEST: Sale of Select Titles Can't Stop 2nd Bankruptcy
----------------------------------------------------------------
Owners of the Reader's Digest, RDA Holding Co. and 30 affiliates,
sought Chapter 11 protection on Sunday, three years after it
exited bankruptcy and lenders took over control of the business.

The Debtors appeared before the bankruptcy court in White Plains,
New York, with a pre-negotiated restructuring that will enable the
Debtors to right-size their debt, reduce their operational
overhead, and complete an ongoing transformation of the Debtors
and their core businesses. The Debtors have reached a consensual
agreement on the terms of a financial restructuring with both
their secured lender and their secured noteholders, and anticipate
exiting chapter 11 with an 80% reduction of their indebtedness.

"After considering a wide range of alternatives, we believe this
course of action will most effectively enable us to maintain our
momentum in transforming the business and allow us to capitalize
on the growing strength and presence of our outstanding brands and
products," said Robert E. Guth, the Company's President and Chief
Executive Officer.  "The complex transformation that we began 18
months ago under the leadership of a new senior management team
has resulted in a more streamlined, more focused, and more
profitable business, but we have unfortunately been unable to
align our debt levels correspondingly.  The Chapter 11 process,
which will facilitate a significant debt reduction, will enable us
to continue to redefine our business by focusing our resources on
our strong North America publishing brands, which have shown a new
vitality as a result of our transformation efforts, particularly
in the digital arena."

"I am extremely grateful for the hard work and ongoing dedication
of all our employees who are responsible for the great strides we
are making and who share a strong pride in our heritage and our
culture.  I'm certain that this team will approach this
restructuring milestone with the same level of professionalism and
character that has seen us through prior challenges," Mr. Guth
continued.

                        Road to Chapter 22

Mr. Guth, who was named CEO in September 2011, explains that upon
emerging from chapter 11 in early 2010, RDA continued to be
buffeted by economic downturns, domestically and internationally,
and the accelerated shift from traditional print media and
marketing to digital media and marketing, severely hampering the
Debtors' ability to thrive.

"Since the installation of the Debtors' new management team in
2011, the Debtors have embarked on an ambitious but necessary set
of initiatives to transform the Debtors' core businesses around
their iconic brands, reduce overhead and structural complexity,
and sell underperforming and non-core businesses," says Mr. Guth.

"RDA now is a healthier, smaller company that is poised to
generate significant cash flows, but its over-sized debt load is
too burdensome".

In the fall of 2011, RDA's current management began comprehensive
cost reduction measures and organizational streamlining efforts.
Specifically, current management has implemented significant cost-
minimization initiatives, including, without limitation, workforce
reductions, vendor evaluations, product rationalization, and
business re-engineering.  To date, these efforts have resulted in
combined annualized savings of more than $50 million.

In addition, the Debtors' current management sold underperforming
and non-core businesses in order to develop a leaner, more-
efficient organization.  On Oct. 28, 2011, RDA completed the sale
of Every Day with Rachael Ray, a publication within its North
America reportable segment.  In addition, during the first quarter
of 2012, RDA sold its Weekly Reader and its Allrecipes.com
businesses, for approximately $3.6 million and $175 million,
respectively, and used the majority of those sale proceeds to
retire certain of the company's then-existing debt, including, the
$45.0 million 2011 Secured Term Loan and $57.6 million principal
amount of the Senior Secured Notes.  RDA used the remaining sale
proceeds for certain capital expenditures as permitted under the
Indenture.

Similarly, on July 2, 2012, RDA sold its Lifestyle and
Entertainment Direct division for approximately $1.1 million.

Moreover, management recently implemented a plan to eliminate
certain unprofitable components of the Debtors' book businesses
including their series book business, and single sales and catalog
business.

In 2012, RDA engaged FTI Capital Advisors, LLC to act as financial
advisor for the sale of the assets or stock of one or more of the
RDA International entities.  RDA further contemplated that the
buyers of such assets would also enter into long-term licensing
agreement with RDA for use of the RDA brands and other
intellectual property.

FTI has commenced a global marketing process to sell/license the
regional components of RDA International, or the businesses as a
whole.  RDA received preliminary proposals for most regions, which
proposals reflect a mix of upfront cash and royalty income.

On July 31, 2012, RDA sold the Reader's Digest Spain and Portugal
businesses. Concurrent with the sale agreement, RDA entered into a
license agreement with the purchaser to publish the Spain and
Portugal editions of Reader's Digest magazine and sell other
products under the Reader's Digest brand.

RDA currently is in negotiations for the sale and licensing of
certain international markets, and is considering other
alternative dispositions for certain international markets.

                  Pre-Negotiated Chapter 11 Plan

In 2012, facing a near-term liquidity crisis, the Debtors and
their professionals commenced negotiations with the Debtors' major
stakeholders, including Wells Fargo Bank, N.A. and an ad hoc
committee holding more than two-thirds of the Debtors' senior
secured notes.  These negotiations culminated in a prenegotiated
chapter 11 restructuring agreement that provides the Debtors with
an approximately $105 million debtor-in-possession financing and
adequate exit financing.

By commencing the new chapter 11 cases, the Debtors are seeking to
implement the proposed restructuring agreement.  The Debtors
believe that the contemplated consensual reorganization will
enable the Debtors to restructure their capital structure and
global operations in accordance with the current management's
revised business plan.

                         First Day Motions

The Debtors have filed first day pleadings contemporaneously to
ensure that their businesses continue to function during the
Chapter 11 cases.

The Debtors request entry of an order granting additional time to
file their schedules and statements of financial affairs by an
additional 30 days through April 2, 2013.  The Debtors are also
requesting an extension of the time to file their initial reports
of financial information in respect of entities in which their
chapter 11 estates hold a controlling or substantial interest
until 30 days after the meeting of creditors to be held pursuant
to section 341 of the Bankruptcy Code.

The Debtors also seek to pay prepetition wages and benefits of
employees.  As of the Petition Date, the Debtors employ 500
employees, including 485 full-time employees.  None of the
employees are a party to any collective bargaining agreement.

The Debtors have also arranged and are seeking approval to obtain
senior secured, superpriority, postpetition financing comprised of
a $45 million new money term loan and $60 million refinancing
loan.

Moreover, the Debtors are seeking to honor promotions and customer
programs, pay claims of critical vendors, pay prepetition sales
and use taxes, pay shipping and delivery charges, continue their
insurance programs, and grant adequate assurance to utilities.

The Debtors expect to pay $391,000 to employees within the 30-day
period following the Petition Date.  It expects payments to
officers and directors of $69,900 and financial advisors $1.2
million during the same period.

The Company expects cash receipts of $21.4 million and cash
disbursements of $12.3 million during the 30-day period following
the bankruptcy filing.

The Company said the Chapter 11 filing is not expected to impact
the Company's day-to-day operations.  The Company will continue to
market and publish all of its U.S. publications during this
process, as well as its international publications.  In addition,
with respect to its international business and consistent with its
ongoing strategy, the Company continues to pursue agreements to
sell and license international businesses and expects to finalize
certain agreements in the coming weeks.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.
Evercore Group LLC is the investment banker.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.  Under the confirmed
Plan, the 2009 Debtors reduced total debt by 75% from more than
$2.2 billion to approximately $555 million.  General unsecured
creditors were promised a 3.3% to 3.6% recovery.  Holders of the
2009 Debtors' senior secured debt led by JP Morgan Chase & Co.
received equity of the reorganized Debtor.


READER'S DIGEST: Pre-Arranged Plan Sees Ch. 11 Exit in July
-----------------------------------------------------------
Owners of the Reader's Digest, RDA Holding Co. and 30 affiliates,
sought Chapter 11 protection Feb. 17 and expect to shortly file a
chapter 11 reorganization plan with the hope to obtain
confirmation of the plan within four months.

The Debtor had $1.118.4 billion in total assets and $1.184.5
billion in total liabilities as of Dec. 31, 2012.  As of the
Petition Date, the Debtors had outstanding funded debt obligations
in the aggregate amount of approximately $534 million, which
amount consists of (a) $49.8 million under a secured term loan
and $9.5 million in letters of credit outstanding under the 2012
secured credit facility provided by Wells Fargo Bank, N.A.,  (b)
approximately $464 million in principal amount of senior secured
notes where Wells Fargo serves as trustee, and Wilmington Trust
FSB, is the collateral agent, and (c) approximately $10 million in
principal amount of borrowing under an August 2011 unsecured term
loan and guaranty agreement with Luxor Capital Group, as
administrative agent.

As of Jan. 31, 2013, entities holding 5% or more of the voting
securities of the Debtors are Alden Global Capital (17.77%), Point
Lobos (13.55%), Jefferies High Yield Holdings LLC (9.43%),
GoldenTree Asset Management LP (9.22%), General Electric Capital
Corporation (8.96%), JP Morgan Chase Bank NA (6.79%), and Goldman
Sachs Asset Management LP (5.69%).

In 2012, facing a near-term liquidity crisis, the Debtors
commenced negotiations with the Debtors' major stakeholders,
including Wells Fargo Bank, N.A. and an ad hoc committee holding
more than two-thirds of the Debtors' senior secured notes.  These
negotiations culminated in a pre-negotiated chapter 11
restructuring agreement that provides the Debtors with an
approximately $105 million debtor-in-possession financing and
adequate exit financing.

The salient terms of the proposed restructuring are:

      * DIP Financing: To facilitate liquidity both during the
cases and after emergence, the certain secured lender are
providing $105 million in consensual, priming, debtor in
possession financing  that will consist of: (i) $45 million in new
money loans provided by certain secured noteholders and (ii) a
refinancing of all commitments and amounts outstanding under the
Credit Agreement (the "Refinancing Loans");

     * Exit financing: The Refinancing Loans and any obligations
arising thereunder will be amended and restated as a first out
first priority exit term loan.  The DIP Facility, the New Money
Loans and any claims arising thereunder will convert to a second
out, first priority exit term loan of $45 million.

     * New Stock: On the Effective Date, the Debtors will issue
100% of the new common stock of the reorganized RDA Holding to the
holders of senior secured notes on a pro rata basis based on their
holdings under the Indenture (subject to certain dilution).

    * Quick Bankruptcy Exit: The Restructuring Agreement provides
for the Debtors' prompt emergence from chapter 11.  Milestones set
forth in RSA to include:

       -- Interim DIP Order within 5 days of Commencement Date;

       -- Final DIP Order within 40 days after entry of Interim
          DIP Order;

       -- Bar Date Order within 60 days after Petition Date

       -- Acceptable Plan filed within 25 days of the Commencement
          Date

       -- Acceptable Disclosure Statement is approved by the
          Bankruptcy Court within 75 days of the Commencement
          Date;

       -- The Acceptable Plan Supplement shall be filed on or
          before July 5, 2013;

       -- Acceptable Plan confirmed by July 15, 2013; and

       -- Outside exit date of July 31, 2013.

A copy of the Restructuring Support Agreement filed together with
the first-day affidavit is available for free at:

http://bankrupt.com/misc/RDA_Affidavit_Plan_Support_Agreement.pdf

The Consenting Noteholders are represented by:

         Nicole L. Greenblatt, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022
         Facsimile: (212) 446-6460

Wells Fargo is represented by:

         Abhilash M. Raval, Esq.
         Blair M. Tyson, Esq.
         Michael E. Comerford, Esq.
         MILBANK, TWEED, HADLEY & MCCLOY LLP
         1 Chase Manhattan Plaza
         New York, NY 10005
         Facsimile: (212) 822-5123

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.
Evercore Group LLC is the investment banker.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.  Under the confirmed
Plan, the 2009 Debtors reduced total debt by 75% from more than
$2.2 billion to approximately $555 million.  General unsecured
creditors were promised a 3.3% to 3.6% recovery.  Holders of the
2009 Debtors' senior secured debt led by JP Morgan Chase & Co.
received equity of the reorganized Debtor.


READER'S DIGEST: Proposes $105-Mil. of DIP Financing
----------------------------------------------------
RDA Holding Co. and 30 debtor-affiliates are seeking authority to
obtain from certain secured noteholders a total of $105 million of
postpetition financing in the form of:

    * a new money term loan in the aggregate principal amount of
      $45 million; and

    * a "roll-up" or refinancing term loan and letter of credit
      facility in the aggregate principal amount in the aggregate
      principal amount of $60 million.

The participating noteholders, namely, Apollo Senior Floating Rate
Fund Inc., Empyrean Capital Partners, LP, GoldenTree Asset
Management, LP, are providing the new money financing.  Wells
Fargo Principal Lending, LLC, is providing the refinancing
facility.

The new money financing is open to noteholders who agree to
support the restructuring, Reader's Digest said in a statement.

The Debtors also seek approval to use cash collateral and provide
adequate protection to the noteholders under a certain prepetition
indenture on account of the priming of their existing liens by the
Loans, and for any diminution in value of the noteholders'
respective prepetition collateral, including cash collateral.

Upon interim approval of the DIP financing, the Debtors will
borrow from the DIP Lenders up to a maximum outstanding principal
amount of $11,000,000 of the New Money Loan.

The DIP facility will mature Oct. 31, 2013.  The DIP financing
will be paid in full in cash or convert to exit financing
facilities on the effective date of the Acceptable Plan.

Approval of the DIP credit agreement and the use of cash
collateral will provide the Debtors with immediate and ongoing
access to borrowing availability to pay their current and ongoing
operating expenses, including postpetition wages and salaries,
vendor, and other operational costs.  Unless these expenditures
are made, the Debtors could be forced to cease operation, which
would immediately frustrate the Debtors' ability to reorganize.

As adequate protection, the noteholders will receive (i) a
superpriority claim as contemplated by Section 507(b) of the
Bankruptcy Code immediately junior to the claims under Section
364(c)(1) of the Bankruptcy Code held by the DIP Lenders (ii)
replacement liens (iii) the payment of the reasonable fees and
expenses incurred by one primary counsel (and any conflicts,
special or local counsel retained) for Wilmington Trust FSB, and
one primary counsel (and any conflicts, special or local counsel
retained) and one financial advisor for the ad hoc committee of
the Secured Noteholders, and (iv) other adequate protection as the
Bankruptcy Court may order.

Wells Fargo -- in exchange for agreeing to have its liens primed
-- will receive: (i) current cash pay of interest fees and
commissions, (ii) payment of all unreimbursed reasonable and
documented advisor fees and expenses of the Primed Lender
including that of former counsel (and any conflicts, special or
local counsel retained, if any) whether pre- or post-petition,
(iii) current pay of all reasonable fees and expenses of the
Primed Lender during the Chapter 11 cases, (iv) a superpriority
claim as contemplated by Section 507(b) of the Bankruptcy Code
immediately junior only to the claims under Section 364(c)(1) of
the Bankruptcy Code held by the DIP Lenders and to the New Money
Loan, (v) a replacement lien on the collateral, (vi) and the
continuation of the payment on a current basis of the agency fee
(to the extent owing) to Wells Fargo as the administrative agent
under the Existing Credit Agreement, and (vii) such other adequate
protection as the Bankruptcy Court may order.

Management is confident that this new funding will provide the
Company with sufficient liquidity to complete the Chapter 11
process.  The financing is subject to Bankruptcy Court approval.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.
Evercore Group LLC is the investment banker.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.  Under the confirmed
Plan, the 2009 Debtors reduced total debt by 75% from more than
$2.2 billion to approximately $555 million.  General unsecured
creditors were promised a 3.3% to 3.6% recovery.  Holders of the
2009 Debtors' senior secured debt led by JP Morgan Chase & Co.
received equity of the reorganized Debtor.


READER'S DIGEST: Case Summary & List of 40 Top Unsecured Creditors
------------------------------------------------------------------
Thirty-one Reader's Digest entities that simultaneously filed for
Chapter 11:

   Debtor Entity                                Case No.
   -------------                                --------
RDA Holding Co.                                 13-22233
  44 South Broadway
  White Plains, NY 10601
The Reader's Digest Association, Inc.           13-22234
Ardee Music Publishing, Inc.                    13-22235
Direct Entertainment Media Group, Inc.          13-22236
Pegasus Sales, Inc.                             13-22237
Pleasantville Music Publishing, Inc.            13-22238
R.D. Manufacturing Corporation                  13-22239
Reiman Manufacturing, LLC                       13-22240
RD Publications, Inc.                           13-22241
Home Service Publications, Inc.                 13-22242
RD Large Edition, Inc.                          13-22243
RDA Sub Co. (f/k/a Books Are Fun, Ltd.)         13-22244
Reader's Digest Children's Publishing, Inc.     13-22245
Reader's Digest Consumer Services, Inc.         13-22246
Reader's Digest Entertainment, Inc.             13-22247
Reader's Digest Financial Services, Inc.        13-22248
Reader's Digest Latinoamerica, S.A.             13-22249
WAPLA, LLC                                      13-22250
Reader's Digest Sales and Services, Inc.        13-22251
Taste of Home Media Group, LLC                  13-22252
Reiman Media Group, LLC                         13-22253
Taste of Home Productions, Inc.                 13-22254
World Wide Country Tours, Inc.                  13-22255
W.A. Publications, LLC                          13-22256
WRC Media, Inc.                                 13-22257
RDCL, Inc. (f/k/a Compasslearning, Inc.)        13-22258
RDA Digital, LLC                                13-22259
RDWR, Inc. (f/k/a Weekly Reader Corporation)    13-22260
Haven Home Media, LLC (f/k/a Reader's Digest
  Sub Nine, Inc.)                               13-22261
Weekly Reader Custom Publishing, Inc.
  (f/k/a Lifetime Learning Systems, Inc.)       13-22262
World Almanac Education Group, Inc.             13-22263

Chapter 11 Petition Date: February 17, 2013

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

Bankruptcy Judge: Hon. Robert D. Drain

About Debtor:     RDA Holding Co., together with The Reader's
                  Digest Association, Inc., and their direct
                  and indirect subsidiaries and affiliates, is
                  a global, multi-brand and multi-platform media
                  and direct marketing company.  The Company
                  produces and sells print and digital magazines,
                  books, music, and videos to consumers around
                  the world in multiple languages and many
                  channels, such as direct mail (including
                  catalogs), the Internet, and retail.

Debtors' Counsel: Joseph H. Smolinsky, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8767
                  Fax: (212) 310-8007
                  E-mail: Joseph.Smolinsky@weil.com

Debtors'
Investment
Banker:           EVERCORE GROUP L.L.C.
                  55 East 52nd Street
                  New York, NY 10055

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS LLC

Total Assets: $1,118,400,000

Total Liabilities: $1,184,500,000

The petitions were signed by Paul R. Tomkins, executive vice
president and chief financial officer.

5% or More Voting Shareholders as of Jan. 31, 2013:

          Alden Global Capital                 17.77%
          Point Lobos                          13.55%
          Jefferies High Yield Holdings LLC     9.43%
          GoldenTree Asset Management LP        9.22%
          General Electric Capital Corporation  8.96%
          JP Morgan Chase Bank NA               6.79%
          Goldman Sachs Asset Management LP     5.69%

List of Debtors' 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wells Fargo Bank,                Indenture             Deficiency
National Association,                                claim amount
150 East 42nd Street                                        to be
New York, NY 10017                                     determined
Attn: Corporate Trust Services?
Reader's Digest Assoc. Administrator
Telephone: (917) 260-1544
Facsimile: (917) 260-1545
martin.g.reed@wellsfargo.com

Luxor Capital Group              Unsecured            $10,000,000
1114 Avenue of Americas                                 Term loan
29th Floor
New York, NY 10036
Attn: Operations Department
Telephone: (212) 763-8000
Facsimile: (212) 763-8001
Ops@luxorcap.com

Federal Trade Commission         Settlement            $8,753,266
Bureau of Consumer Protection
600 Pennsylvania Avenue NW
Washington, DC 20580
Attn: James Kohm, Associate
Director for Enforcement
Telephone: (202) 326-2996
Debrief@ftc.gov

Williams Lea                     Trade Claim           $5,970,280
1 Dag Hammerskjold Plaza,
8th Floor
New York, NY 10017
Attn: Frank Oliveri,
President & COO
Telephone: (212) 351-9050
Facsimile: (212) 351-9196
Frank.Olivieri@williamslea.com

HCL Technologies Limited         Trade Claim           $4,366,621
1950 Old Gallows Road
Vienna, VA 22182
Attn: Rajiv Khanna,
Sr. Account Director
Telephone: (203) 895-7493
rkhanna@hcl.in

Quad Graphics                    Trade Claim           $3,588,199
N63W 23075 State Hwy. 74
Sussex, WI 53089-2827
Attn: Joel Quadracci, President
Telephone: (414) 566-2020
Facsimile: (414) 566-4650
joel.quadracci@qg.com

RR Donnelley Receivables         Trade Claim           $1,615,318
6 Cambridge Drive, Suite 302
Trumbull, CT 06611
Attn: Scott Weiss,
Global Accounts Director
Telephone: (203) 854-1961
Facsimile: (203) 365-7225
scott.d.weiss@rrd.com

Microsoft Licensing GP           Trade Claim             $984,880
1290 Avenue of the Americas
Sixth Floor
New York, NY 10104
Attn: Trevor Snow,
Corporate Account Manager
Telephone: (201) 334-7143
Facsimile: (212) 245-3290
tsnow@microsoft.com

Infocrossing Incorporated        Trade Claim             $884,797
Wipro
2 Christie Heights Street
Leonia, NJ 07605
Attn: Nick Letizia,
Senior VP & General Counsel
Telephone: (201) 840-4717
nick.letizia@wipro.com

Simon & Schuster Inc.            Trade Claim             $614,032
1230 Avenue of the Americas
New York, NY 10020
Attn: Dennis Eulau,
Chief Operating Officer
Telephone: (212) 698-7328
dennis.eulau@simonandschuster.com

Daniel M. Lagani                 Severance               $553,846

Dan Meehan                       Employment Agreement    $508,750

Angel.com                        Trade Claim             $410,624
8219 Leesburg Pike
Vienna, VA 22182
Attn: David Rennyson, President
Telephone: (703) 663-7811
drennyson@angel.com

Aegis USA, Inc.                  Trade Claim             $367,938
1100 Gendon Ave, Suite 1250
Los Angeles, CA 90024
Attn: Ashish Chatuvedi
Telephone: (632) 885-8000
Ext. 58407
achaturvedi@aegisglobal.com

Jones Lang LaSalle Brokerage     Trade Claim             $345,910
330 Madison Avenue
New York, NY 10017
Attn: Mitchell Konsker,
Vice Chairman
Telephone: (212) 812-5766
mitchell.konsker@am.jll.com

Datapoint Media, Inc.            Trade Claim             $308,047
318 Bear Hill Road, Suite 4
Waltham, MA 02451
Attn: Kevin O'Malley,
Co-Founder
Telephone: (781) 373-2073
komalley@datapointmedia.com

Anetorder, Inc.                  Trade Claim             $304,244
Anet Corporation
820 Frontenac Road
Naperville, IL 60563
Attn: Shane Randall,
President & CEO
Telephone: (630) 579-8800
srandall@anetorder.com

Ness USA, Inc.                   Trade Claim             $265,593
160 Technology Drive
Canonsburg, PA 15317
Attn: Richard Kilpatrick
Telephone: (201) 424-0790
richard.kilpatrick@ness.com

American Customer Care           Trade Claim             $248,341
225 N. Main St.
Bristol, CT 06010
Attn: Rodd Furlough
Telephone: (800) 660-0130
Facsimile: (800) 267-0846
rfurlough@americancustomercare.com

Mark Jannot                      Severance               $279,808

Rich Lee                         Severance               $218,269

MBI Group, Inc.                  Trade Claim             $211,572
48 W 37th Street
9th Floor
New York, NY 10018
Attn: Joe Esposito, Owner
Telephone: (212) 376-4400
Facsimile: (212) 376-6260
jesposito@mbiny.com

Elevation Management, LLC        Trade Claim             $205,587
23400 Mercantile Road
Suite 10
Beachwood, OH 44122
Attn: Denny Young, President
Telephone: (216) 696-7776
dyoung@elevationgroup.com

The Harry Fox Agency             Royalty Claim           $177,000
40 Wall Street
6th Floor
New York, NY 10005-1344
Attn: Michael Simon,
President & CEO
Telephone: (212) 834-0100
Facsimile: (646) 487-6779

Professional                     Trade Claim             $172,476
Systems Corp
dba Revspring
105 Montgomery Avenue
Oaks, PA 19456
Attn: Tim Schriner, President
Telephone: (610) 650-3900

KBace Technologies               Trade Claim             $161,127
6 Trafalgar Square
Nashua, NH 03063
Attn: Babul Challa
Telephone: (603) 821-7863
bchalla@kbace.com

Canon Business Solutions         Trade Claim             $157,282
1311 Mamaroneck Avenue
White Plains, NY 10605
Attn: Michael Paul Pelletier,
Major Account Executive
Telephone: (914) 286-8963
mpelletier@csa.canon.com

Westaff                          Trade Claim             $154,729
3820 State Street
Santa Barbara, CA 93105
Attn: D. Stephen Sorenson, CEO
Telephone: (800) 882-2200

IBM                              Trade Claim             $140,080
North Castle Drive
Armonk, NY 10504
Attn: Brendan King
Telephone: (914) 765-5233
bking@us.ibm.com

Sesame Workshop                  Royalty Claim           $138,662
1 Lincoln Plaza
New York, NY 10023
Attn: Scott Chambers,
Senior Vice President,
Worldwide Media Distribution
Telephone: (212) 875-6782
scott.chambers@sesameworkshop.org

Hung Hing Offset Printing        Trade Claim             $137,307
17-19 Dai Hei Street
Tai Do Industrial Estate
New Territories, Hong Kong
Attn: Sung Chee Keung,
Executive Director
Telephone: (852) 2664-8682
Facsimile: (852) 2664-2070

Spring Films Ltd                 Trade Claim             $135,000
98 Mortlake Road
Richmond Surrey TW9 4AS
United Kingdom
Attn: Lynette Singer,
Director & Executive Producer
Telephone: +44 (0) 20.3327.4930
lynette.singer@springfilms.org

Robert D Newman                  Severance               $132,600

Federal Express Corp.            Trade Claim             $127,890
29 Toelles Road
Wallingford, CT 06492
Attn: Robert Baldwin,
Managing Director
Worldwide Services
Telephone: (203) 265-0650
Facsimile: (203) 265-0662
rbaldwin@fedex.com

Google, Inc.                     Trade Claim             $123,539
1600 Amphitheatre Parkway
Mountain View, CA 94043
Attn: Marven Laurino
Telephone: (866) 954-0453
Ext. 8963
Facsimile: (650) 963-3574
m.laurino@google.com

CH Robinson International        Trade Claim             $116,389
14701 Charlson Road
Eden Prarie, MN 55347
Attn: Jason Luedtke,
Director Transportation
Telephone: (952) 683-3772
jason.luedtke@chrobinson.com

Disney Publishing Worldwide      Royalty Claim           $112,280
1101 Flower Street
Glendale, CA 91201
Attn: Rajmohan Murari,
SVP & Group Publisher
Telephone: (818) 544-1051
Facsimile: (818) 260-4165
rajmohan.murari@disney.com

Outsourced Ad Ops                Trade Claim             $111,634
451 Broadway
Third Floor
New York, NY 10013
Attn: Craig Leshen, President
Telephone: (212) 226-6788

Brite Media Group LLC            Trade Claim             $100,398
3 Corporate Drive
Cranbury, NJ 08512
Attn: Pete D'Andrea,
Senior Vice President
Telephone: (609) 642-4940

Shanghai Press and               Contract Claim           Unknown
Publishing Development
Company
F No. 7, Donghu Road
Shanghai, 200031
China


REGENCY REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Regency Realty Investments II, LLC
        P.O. Box 2183
        Mesa, AZ 85214-2183

Bankruptcy Case No.: 13-02116

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Andrew M. Ellis, Esq.
                  ANDREW M. ELLIS LAW, PLLC
                  P.O. Box 16272
                  Phoenix, AZ 85011-6272
                  Tel: (602) 524-8911
                  Fax: (602) 635-3264
                  E-mail: AME@AMEllisLaw.com

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

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

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

The petition was signed by Paul A. Slater II, managing member.


RESIDENTIAL CAPITAL: Asks for May 29 Plan Exclusivity Extension
---------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to further extend the period by which they
have exclusive right to propose a plan of reorganization through
May 29, 2013, and the period by which they have exclusive right to
solicit acceptances of that plan through July 29, 2013.

The Debtors relate that since the hearing on their second request
for extension of exclusivity, they have engaged in substantive
negotiations with creditor constituencies on major issues, such as
the prepetition settlement with Ally Financial Inc., inter-estate
claims, and interdebtor and intercreditor disputes.

The negotiations have been complex and a substantial resolution of
the issues is the only chance for a fully consensual plan, Gary
Lee, Esq., at Morrison & Foerster LLP, in New York, tells the
Court.  Thus, the Debtors need further extension of their
exclusive periods, Mr. Lee asserts.

Mr. Lee adds that the asset sale have unsurprisingly and
necessarily required the focus of the Debtors and their advisors.
To recall, the Debtors have closed the sale of their originations
and capital markets platform to Walter Management Corp., their
servicing platform to Ocwen Loan Servicing, LLC, and their whole
loan portfolio to Berkshire Hathaway.  Mr. Lee says the closings
of the Asset Sales allow the Debtors to present their creditors
with more accurate waterfall analyses, which will be the basis for
a Chapter 11 plan.

                    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: Lawyers' Advice Not Evidence, Says Committee
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's bankruptcy cases asks Judge Martin Glenn to preclude
the Debtors from offering any evidence of their reliance on
counsel for advice concerning the evaluation, negotiation, or
approval of the proposed $8.7 billion settlement with residential
mortgage-backed securities trusts under seal.

The Committee relates that the Debtors, in early February, made an
about-face from their statement last year that the motion seeking
approval of the RMBS Settlement "does not put attorney advice
regarding [the Settlement] at issue or waive the privilege" by
filing reply briefs seeking to defend the Settlement based on
their reliance on the advice of counsel.  The reply briefs
demonstrate that the Debtors propose to support their defense
through still undisclosed evidence completely blocked from
discovery, including proof that the "critical negotiations" for
the Settlement were handled by their attorneys and that the
directors who approved the Settlement did so based on extensive
information they had gleaned from the "advice and counsel of their
legal and financial advisors," Kenneth H. Eckstein, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, argues.

MBIA Insurance Corporation and Financial Guaranty Insurance
Company join in the Committee's Motion to Preclude.

A hearing on the Committee's motion will be on Feb. 27, 2013.
Objections are due Feb. 20.

                    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 Purchased Price Reduced by $49.5-Mil.
----------------------------------------------------------------
Residential Capital LLC and its affiliates entered into another
court-approved stipulation with Ocwen Loan Servicing, LLC,
amending the asset purchase agreement for the Debtors' loan
origination and servicing platform assets to reduce the portion of
the purchase price which Ocwen is to pay in respect of the assets
relating to the servicing agreements by $49.5 million.

In exchange for this reduction in the Purchase Price, Ocwen agrees
to enter into the Servicing Transfer Agreement and assume (i) any
and all foreclosure delay-related costs, fees and penalties of any
kind for loans completing foreclosure after the Closing Date, and
(ii) any and all additional costs and penalties of any kind
assessed by Freddie Mac after the Closing Date in connection with
foreclosure.

Ocwen also agrees to modify the Estate Subservicing Agreement with
respect to the Ally Bank portfolio of loans to be serviced
pursuant to the servicing agreement with Ally Bank, and will
subservice these loans on behalf of the estate at the same pricing
levels set forth in the Ally Bank Servicing Agreement, which is $8
per loan.

As already reported by the TCR, ResCap on Feb. 15 completed the
sale of the servicing platform assets to Ocwen Loan Servicing,
LLC, the mortgage servicing arm of Ocwen Financial Corporation.

The Bankruptcy Court in Manhattan had approved the sale of the
assets last November.

                    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).


SCHOOL SPECIALTY: Bid Plan OK'd, But $145M DIP Offer in Play
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge Friday approved School Specialty Inc.'s bid
procedures, but only on a preliminary basis, opening the door for
creditors seeking to cobble together a $145 million loan that
would reorganize the company rather than sell it to a private
equity stalking horse.

The report related that Friday's hearing pitted private equity
firm Bayside Finance Inc. -- the company's debtor-in-possession
lender, secured creditor and stalking horse bidder -- against the
recently formed unsecured creditors committee, which fought to
hold up the sales process.

Jacqueline Palank at Daily Bankruptcy Review reports the
bankruptcy judge Friday indicated he would allow School Specialty
to officially put itself up for sale as required by its lender,
though he urged the company to take time to consider a rival
financing proposal that would give the company a chance to
restructure.

                        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: 7 Members Appointed to Creditors' Committee
-------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of School Specialty, Inc., et al.  The members
are:

   1. Intragrated Resources Holdings Inc.
      Attn: William DelPrincipe
      300 Atlantic St.
      Stamford, CT 06901
      Tel: (203) 658-1210
      Fax: (203) 658-1325

   2. S.P. Richards Company
      Attn: Alan Toney
      6300 Highlands Pkwy.
      Smyrna, GA 30082
      Tel: (770) 433-3552
      Fax: (770) 433-3593

   3. Quad/Graphics, Inc.
      Attn: Pat Rydzik
      N61 WZ-3044 Harry's Way
      Sussex, WI 53089
      Tel: (414) 566-2721
      Fax: (414) 566-9415

   4. The Bank of New York Mellon Trust Company NA
      Attn: Martin Feig
      101 Barclay St., 8 West
      New York, NY 10286
      Tel: (212) 815-5383
      Fax: (724) 540-6408

   5. Zazove Associates, LLC
      Attn: Steven Kleiman
      1001 Tahoe Blvd.
      Incline Village, NV 89451
      Tel: (847) 239-7100
      Fax: 847-239-7101

   6. Steel Excel Inc.
      Attn: Leonard J. McGill
      590 Madison Ave., 32nd Floor
      New York, NY 10022
      Tel: (212) 520-2308
      Fax: (212) 546-9217

   7. Davis Appreciation and Income Fund
      c/o Davis Selected Advisors, LLP
      Attn: Keith Sabol
      124 East Marcy St., Santa Fe, NM 87501
      Tel: (505) 820-3032
      Fax: (505) 820-3008

                       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 Debtor disclosed assets of $494.5 million and debt of
$394.6 million in its petition.


SCHOOL SPECIALTY: Committee Wants Exclusivity Terminated
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of School Specialty, Inc., et al., wants the
Bankruptcy Court to terminate the Debtors' exclusive periods to
file and solicit acceptances of a plan of reorganization.  The
Committee asserts that exclusivity should be terminated as the
Debtors seem to have abandoned the traditional Chapter 11 process
when they pursued the sale of all or substantially all of their
assets to their prepetition secured lender, Bayside Finance, LLC.

If exclusivity is terminated, the Committee says it is ready,
willing and able to pursue a value-maximizing Chapter 11 plan that
will afford unsecured creditors the recovery to which they are
entitled.

The Committee maintains that it continues to oppose the rush sale
of the Debtors' assets.

In papers filed in court, the Debtors amended the procedures
governing the auction and sale of their assets.  Under the amended
bidding procedures, the deadline to submit bids is March 19. An
auction will be held six days after on March 25.  The hearing to
consider approval of the asset sale is set for March 27.

The amended bidding procedures also capped the expense
reimbursement due to Bayside Finance at $1 million.

                        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.


SEALY CORP: Hayman Stake Hiked to 8.4% as of Dec. 31
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hayman Capital Management, L.P., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 8,867,846 shares of common stock of Sealy Corporation
representing 8.45% of the shares outstanding.  Hayman Capital
previously reported beneficial ownership of 5,644,245 common
shares or a 5.9% equity stake as of Sept. 10, 2012.  A copy of the
filing is available for free at http://is.gd/JeJHIs

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEQUENOM INC: Vanguard Group Owns 5.4% of Shares as of Dec. 31
--------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of Dec. 31, 2012,
it beneficially owns 6,161,720 shares of common stock of Sequenom
Inc. representing 5.36% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/F1EYZ4

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SHAW GROUP: Moody's Cuts CFR to Ba2 After Chicago Bridge Buyout
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of The Shaw Group Inc. to Ba2 with a stable outlook from Ba1
following the acquisition of Shaw by Chicago Bridge & Iron Company
N.V., which closed on February 13, 2013. Moody's affirmed Shaw's
Ba2-PD probability of default rating. The Ba1 rating on Shaw's
senior unsecured revolving credit facility has been withdrawn
since the facility has been terminated. This concludes the review
for downgrade commenced on July 31, 2012 when Shaw agreed to be
acquired by CB&I. Moody's will withdraw Shaw's remaining ratings
shortly.

Ratings Rationale:

The ratings downgrade reflects Moody's view that Shaw's credit
profile has been negatively impacted by its combination with CB&I.
CB&I funded the transaction with a significant portion of Shaw's
cash balance and approximately $1.8 billion of additional debt.
This has resulted in a combined entity with significantly less
liquidity and increased financial leverage at a time when they are
taking on the risks associated with the integration of two
sizeable organizations. Moody's estimates the combined entity has
a leverage ratio well north of 4.0x including Moody's standard
adjustments for pensions and operating leases. The engineering and
(E&C) construction industry typically maintains elevated levels of
liquidity and low levels of leverage due to the substantial
uncertainty that goes along with the completion of large
complicated projects. Therefore, the completion of this
transaction has resulted in a company with a higher financial risk
profile. This more than offsets the benefits that Shaw receives
from an improved operating risk profile by joining with CB&I,
which reduces the proportion of the company's revenue from
sizeable and risky nuclear power projects.

In addition to the elevated leverage, integration risks and
significant project execution risks associated with large and
complex fixed-price construction contracts, Shaw's Ba2 corporate
family rating is also influenced by the combined company's thin
margins and meaningful cyclical exposure. A sizeable order
backlog, strong market positions in a variety of end markets and
significant global scale provide support to the rating.

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


SLOAT PARKSIDE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Sloat Parkside Properties, LLC
        c/o Manasian & Rougeau LLP
        400 Montgomery St., Ste, 1000
        San Francisco, CA 94104

Bankruptcy Case No.: 13-30342

Chapter 11 Petition Date: February 15, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Gregory A. Rougeau, Esq.
                  LAW OFFICES OF MANASIAN AND ROUGEAU
                  400 Montgomery St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  E-mail: rougeau@mrlawsf.com

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

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

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

The petition was signed by Kieran O'Carroll, manager.


SMART ONLINE: Names Mendelssohn Exec. R Shviki to Board
-------------------------------------------------------
Smart Online, Inc.'s Board of Directors elected Ronen Shviki, age
44, as an independent member of the Board.

Mr. Shviki is currently serving as the Vice President for Business
Development of Mendelssohn Ltd., an Israeli distribution company,
since January 2013.  Prior to this, Mr. Shviki served in the
Israel Defense Forces as a Colonel in the Army branch.

For his service as a director, Mr. Shviki will receive a monthly
fee in the amount of $1,500 for his service on the Board.  Mr.
Shviki will also be able to participate in the Company's 2004
Equity Compensation Plan.  At the time of his appointment Mr.
Shviki received no equity compensation.

Mr. Shviki is the son-in-law of Shlomo Elia, another member of the
Board.  There are no transactions in which Mr. Shviki has an
interest requiring disclosure under Item 404(a) of Regulation S-K.

               Investor Transfers Shares to Grasford

Avy Lugassy, a principal with Atlas Capital, SA, and the
beneficial owner of 7,330,269 shares of common stock of Smart
Online, Inc., which shares represent approximately 40% of the
Company's outstanding voting securities, transferred those shares
from Atlas to Grasford Investments Ltd., which is owned and
controlled by Mr. Lugassy.

Atlas will remain the holder of a majority of the aggregate
outstanding principal amount of the Company's convertible secured
subordinated notes due Nov. 14, 2016.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.


SOUTH BRUNSWICK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: South Brunswick Family YMCA, Inc.
        329 Culver Road
        Monmouth Junction, NJ 08852

Bankruptcy Case No.: 13-13085

Chapter 11 Petition Date: February 15, 2013

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Brian W. Hofmeister, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08844
                  Tel: (609) 890-1500
                  E-mail: bhofmeister@teichgroh.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/njb13-13085.pdf

The petition was signed by Thomas Libassi, executive director.


SOUTHERN MONTANA: Ch. 11 Trustee Wants Cash Use Until April 30
--------------------------------------------------------------
Lee A. Freeman, the duly-appointed Chapter 11 trustee for Southern
Montana Electric Generation and Transmission Cooperative, Inc.,
asks the U.S. Bankruptcy Court for the District of Montana to
approve a stipulation for extension of final order (i) authorizing
use of cash collateral and (ii) providing adequate protection to
prepetition secured parties entered into between the trustee and
U.S. Bank National Association, as indenture trustee, and certain
holders consisting of Prudential Insurance Company of America,
Universal Prudential Arizona Reinsurance Company, Prudential
Investment Management as successor in interest to Forethought Life
Insurance Company and Modern Woodman of America.

On May 2, 2012, the Court entered that certain final order (I)
authorizing use of cash collateral and (II) providing adequate
protection to prepetition secured parties.  Pursuant to the terms
of the final order, the trustee and the prepetition secured
parties may agree upon a supplemental budget and on an extension
of the consensual use of cash collateral beyond the termination
date.

By the stipulation, the trustee and the prepetition secured
parties have agreed that (i) the reference in paragraph 5(a)(i) of
the final order is modified again to reference the date of
April 30, 2013, and (ii) the applicable approved budget associated
with the final order will be replaced with the supplemental
budget.  All other terms and conditions of the Final Order will
remain the same and unaffected.

The trustee will use the cash collateral to have sufficient
liquidity to be able to continue operating the Debtor's business
and pursue reorganization efforts.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SPANISH BROADCASTING: A. Tomasello Owns 9.9% A Shares at Feb. 13
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Antonio Tomasello, together with his affiliates,
disclosed that, as of Feb. 13, 2013, he beneficially owns 415,745
shares out of 454,296 aggregate shares collectively owned by all
the reporting persons of Class A Class A Common Stock of Spanish
Broadcasting Systems, Inc., representing 9.977% of the aggregate
10.90% interest collectively held by the Reporting Persons.  A
copy of the filing is available at http://is.gd/2Eztsm

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2012, showed
$473.83 million in total assets, $427.51 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $46.03 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.


SPRINT NEXTEL: CRG Investors Owns 11% of Series 1 Shares
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital Research Global Investors disclosed
that, as of Dec. 31, 2012, it beneficially owns 330,058,600 shares
of Series 1 Common Stock of Sprint Nextel Corporation representing
11% of the shares outstanding.  Capital research previously
reported beneficial ownership of 319,983,800 shares of Series 1
common stock as of March 30, 2012.  A copy of the amended filing
is available for free at http://is.gd/rIz5KS

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company incurred a net loss of $4.32 billion on $35.34 billion
of net operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $2.89 billion on $33.67 billion of net
operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $51.57
billion in total assets, $44.48 billion in total liabilities and
$7.08 billion in total shareholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: Dodge & Cox Has 10.6% of Voting Stock at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dodge & Cox disclosed that, as of Dec. 31,
2012, it beneficially owns 319,807,955 shares of Voting Common
Stock - Series 1 of Sprint Nextel Corporation representing 10.6%
of the shares outstanding.  Dodge & Cox previoulsy reported
beneficial ownership of 307,414,528 common shares - series 1 as of
May 31, 2012.  A copy of the amended filing is available at:

                        http://is.gd/6FDhpT

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company incurred a net loss of $4.32 billion on $35.34 billion
of net operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $2.89 billion on $33.67 billion of net
operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $51.57
billion in total assets, $44.48 billion in total liabilities and
$7.08 billion in total shareholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STABLEWOOD SPRINGS: OK'd to Pay $40,500 of Prepetition Payroll
--------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas last month authorized Stablewood Springs
Resort, LP, and Stablewood Springs Resort Operations, LLC, to pay
certain prepetition critical vendor claims nunc pro tunc to Dec.
17, 2012.

The Debtors, in their sole discretion, are authorized and
empowered to pay prepetition payroll to Insperity 1 and IDRI in
the amount of $40,487.

The Debtors, in their motion, stated that they employ 19
individuals that are not directly employed, 18 of the individuals
are leased through a staffing company called Insperity.  These
employees include, without limitation: (i) Brian Tucker, the
Debtors' president and chief executive officer, housekeeping and
maintenance staff, reception and back office staff, and restaurant
and bar staff.  Two of the employees are paid through an entity
called IDRI.  These employees include Patrick Hanes, the Debtors'
director of sales, and Cheryl Hanes, the Debtors' controller.

The Debtors note that all of the employees provide material
services to the Debtors and the resort could not operate if those
employees quit due to non-payment.

                 About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities of
$22.8 million as of Nov. 30, 2012.  Liabilities include $10.4
million in secured debt and $9.3 million of disputed secured debt.


STATION CASINOS: S&P Revises Outlook to Positive; Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Station Casinos LLC to positive from stable and affirmed its 'B'
corporate credit rating.

At the same time, S&P assigned Station Casinos LLC's proposed
$1.975 billion senior secured credit facility an issue-level
rating of 'B', with a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.  The proposed facility consists
of a $350 million senior secured revolving credit facility due
2018 and a $1.625 billion senior secured term loan due 2020.

The company expects to use proceeds, along with those from a
planned $500 million senior notes issuance (which S&P expects to
rate once the deal documents are completed), to refinance the
company's existing credit facilities and senior notes, and the
existing credit facilities at its NP Opco LLC subsidiary.
"The revision of the rating outlook to positive from stable
reflects our expectation for an improving financial risk profile
from the proposed transaction because it eliminates intermediate
term refinancing risk associated with Station's previous capital
structure," said Standard & Poor's credit analyst Michael Halchak.

Additionally, S&P expects EBITDA growth and debt repayment over
the next two years may result in a reduction in adjusted debt to
EBITDA to below 6x by the end of 2014, which would be in line with
a one notch higher rating, in S&P's view.

The corporate credit rating reflects S&P's assessment of Station's
business risk profile as "weak" and S&P's assessment of the
company's financial risk profile as "highly leveraged," according
to S&P's criteria.  Under the proposed transaction, Station will
be the sole borrower, eliminating its NP Opco LLC subsidiary as a
borrower.  Although this is a change in structure, this does not
materially change S&P's view, as it had previously incorporated
the consolidated credit quality of Station's portfolio of
properties and assets into S&P's rating.

"Our assessment of Station's financial risk profile as "highly
leveraged" reflects our expectation that Station's consolidated
debt to EBITDA will decline to below 6x by the end of 2014.
Despite the high leverage, we expect Station's EBITDA coverage of
interest will remain above 2x, good for the current rating.  In
addition, while we expect there will be restrictions in the
proposed credit agreement requiring a portion of free cash flow be
used for debt repayment, the company's controlling owners have
historically demonstrated an aggressive financial policy toward
leverage, illustrated by the 2007 leveraged buyout of the company.
As a result, the company's controlling owners may incur additional
leverage in future periods to buy out minority equity holders.
However, we acknowledge that the company has significantly
decreased leverage since its emergence from bankruptcy in 2011,"
S&P said.

"The rating also reflects our assessment of Station's business
risk profile as "weak," given its limited diversity due to its
concentration in the competitive Las Vegas locals market and the
volatility in that market during the recent economic recession.
Somewhat offsetting these factors is Station's leadership in its
market, which gains support from a portfolio with several high-
quality properties; relatively high barriers to entry, given
regulation that restricts the supply of new competition; the fact
that Station controls most sites that would be available for new
development; and management's experience operating in the market.
Additionally, we view Station's current and future potential
management contracts with Native American casinos as positive, as
this helps to diversify its revenue stream," S&P added.


STATION CASINOS: Moody's Raises CFR to B2; Outlook is Stable
------------------------------------------------------------
Moody's Investors Service upgraded Stations Casinos LLC's
Corporate Family Rating by one notch to B2 and its Probability of
Default Rating to B2-PD. Moody's also assigned a B1 rating to
Station's proposed senior secured bank facilities that include a
$350 million five-year revolver, and a $1,625 million seven-year
term loan B, and a Caa1 rating to its proposed $500 million 8-year
senior unsecured notes. The new debt instrument ratings are
subject to Moody's review of final documents.

Ratings Rationale:

The upgrade reflects better than expected operating results in
2012, lower capital spending needs that will increase cash flow
available for debt reduction, and Moody's view that Station will
continue to improve operating margins and gain market share
resulting in a further reduction in debt to EBITDA over the next
12 - 24 months. Station's casino revenues have been growing at a
faster pace than the overall market indicating the company is
gaining share. Additionally, construction of the Graton Resort &
Casino -- a Native American gaming facility that will be managed
by Station -- continues to progress on time and on budget. Moody's
expect this project will have a favorable return given its
proximity to the densely populated San Francisco bay area, thereby
contributing management fees to Station by 2014.

Station will tender for its existing $625 million 2018 senior
unsecured notes; assuming substantially all notes are tendered,
Moody's will withdraw the rating on these notes. The proceeds of
the proposed facilities will be used to refinance existing debt at
Station as well as debt of its wholly owned subsidiary, NP Opco,
LLC. With this refinancing, Station will simplify its capital
structure by consolidating all debt (except a non-recourse land
loan of $109 million) at the holding company, Station Casinos,
LLC, secured by substantially all of the company's assets and
guaranteed by all restricted subsidiaries. Moody's notes
unrestricted subsidiaries include CV Propco, LLC which owns land
on the southern end of the Las Vegas Boulevard, and Fertitta
Interactive.

Station's B2 rating reflects high leverage for the assigned rating
category pursuant to Moody's Global Gaming Methodology, tempered
by good interest coverage, no near-term debt maturities, and very
good liquidity. The ratings also reflect Station's heavy revenue
and earnings concentration in the Las Vegas locals market and
Moody's view that the recovery of this market will continue at a
very slow pace given still high unemployment and weak housing
market conditions. Station's leading market position in terms of
number of properties, and high operating margins relative to
market competitors provide additional support to the ratings.

Moody's expects EBITDA to interest will remain between 2.75 --
3.25 times while consolidated debt to EBITDA, including the non-
recourse land loan, will decline from approximately 7.4 times at
year-end 2012 to between 6.5 -- 6.75 times by year-end 2013.

The stable rating outlook reflects Moody's view that Station's
operating results will continue to improve modestly, the company
will continue to apply a substantial portion of its free cash flow
to debt reduction, and will maintain good liquidity.

Moody's does not anticipate upward rating momentum given the slow
recovery prospect for the Las Vegas locals market and leverage
that remains high for the rating category. However, ratings would
be considered for an upgrade if debt to EBITDA declines to and can
be sustained around 5.5 times, if EBIT/interest remains around 2.0
times, and liquidity is sound.

Station's ratings could be downgraded if monthly gaming revenues
in the Las Vegas locals market begin to show a sustained downward
trend, if local economic conditions show signs of renewed stress
or if consolidated leverage rises from current levels of 7.4
times.

Ratings upgraded:

Station Casinos LLC

Corporate Family rating to B2 from B3

Probability of Default rating to B2-PD from B3-PD

Ratings assigned:

Proposed $350 million senior secured and guaranteed 5 year
revolving credit facility at B1 (LGD 3, 39%)

Proposed $1,625 million senior secured and guaranteed 7 year term
loan B at B1 (LGD 3, 39%)

Proposed $500 million senior unsecured and guaranteed notes at
Caa1 (LGD 6, 91%)

Ratings upgraded and to be withdrawn upon transaction closing:

NP Opco LLC:

$200 million secured revolving credit facility due 2017 to B1 (LGD
3, 37%) from B2 (LGD 3, 38%)

$575 million secured term loan facility due 2019 to B1 (LGD 3,
37%) from B2 (LGD 3, 38%)

Station Casinos LLC

$125 million senior secured revolver to B1 (LGD 3, 37%) from B2
(LGD 3, 38%)

$200 million senior secured term loan B-1 due 2016 to B1 (LGD 3,
37%) from B2 (LGD 3, 38%)

$750 million senior secured term loan B-2 due 2016 to B1 (LGD 3,
37%) from B2 (LGD 3, 38%)

$625 million senior unsecured notes due 2018 to Caa1 (LGD 5, 89%)
from Caa2 (LGD 6, 90%)

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

Station Casinos, LLC wholly owns and operates 13 gaming and
entertainment facilities all located in Las Vegas, Nevada. Net
revenues are estimated to be $1.2 billion for year ended December
31, 2012. The company also holds 50% joint venture interests in
three casinos and manages Gun Lake Casino in Michigan on behalf of
the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians pursuant
to a seven year contract that expires in 2018. Station will also
manage the Graton Resort & Casino located in Sonoma County, CA on
behalf of The Federated Indians of Graton Rancheria. Station will
manage the casino pursuant to a seven year contract from the
opening of the development, which is expected to be in the fourth
quarter of 2013.


STEREOTAXIS INC: Tenor Capital Stake at 5.8% as of Dec. 31
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Tenor Capital Management Company, L.P., disclosed
that, as of Dec. 31, 2012, it beneficially owns 455,894 shares of
common stock of Stereotaxis, Inc., representing 5.8% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/nDq41R

                         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.


SUPERVALU INC: Fitch Upgrades Issuer Default Rating to 'B-'
-----------------------------------------------------------
Fitch Ratings has upgraded its Issuer Default Rating (IDR) on
SUPERVALU Inc. to 'B-' from 'CCC'. Fitch has also assigned ratings
of 'BB-/RR1' to SVU's new $900 million asset-based lending (ABL)
facility and $1.5 billion secured term loan. The Rating Outlook is
Stable.

At the same time, Fitch has withdrawn its IDR and issue ratings on
New Albertson's, Inc. and American Stores Company, LLC.

These actions assume the successful completion of SVU's sale of
its New Albertson's, Inc. business to AB Acquisition LLC, an
affiliate of a Cerberus Capital Management-led consortium, with a
closing expected in the first quarter of 2013.

The upgrade reflects SVU's improved business mix, as the sale will
reduce the company's exposure to the competitive traditional
supermarket sector, and Fitch's expectation for relatively steady
financial leverage at around the current level of 4.8x (as of
Dec. 1, 2012). The ratings further reflect the company's weak
operating trends, particularly within the independent business and
Save-A-Lot segments, and the refinancing risk related to a sizable
$1 billion senior note maturity in May 2016.

Segment Performance

The disclosure made by SVU in its 8-K dated Jan. 28, 2013 shows
that the performance of the supermarket banners that it is
retaining is stronger than that of the banners that are being sold
to AB Acquisition. The retained banners saw a revenue decline of
4.2% to $4.8 billion for the latest 12 months (LTM) ended Dec. 1,
2012 versus $5 billion in fiscal 2011 (ended February 2011), while
EBITDA (pre-corporate expenses) increased 7.8% over this period to
$290 million.

By contrast, the banners that SVU is selling saw top line decline
by 12% and EBITDA decline by 28% from $1.2 billion to $832 million
during the same time period. Therefore the EBITDA margin of
retained assets is 6.1% versus 4.7% for divested assets.

SVU's three segments, which currently contribute relatively even
proportions of consolidated pro forma EBITDA, face considerable
long-term challenges. The retail food segment, which constitutes
35% of total EBITDA and has produced improved EBITDA margins over
the past two years, will face long-term pressure on its gross
margins due to competition from discounters and specialty
supermarkets.

The independent business segment generated EBITDA of $280 million
in the LTM period (34% of the total), down 20% from fiscal 2011
due to price investments and the competitive pressure facing its
independent grocer customers. Management intends to refocus on
this business, though Fitch expects continued soft sales and sees
the potential for further margin contraction.

The Save-A-Lot segment produced EBITDA of $252 million in the LTM
period (31% of the total), essentially even with fiscal 2011 but
down 14% from fiscal 2012. The fact that ID sales have been under
pressure (contracting by 4.1% in the third quarter) is somewhat
disappointing and worse than expected given that the hard discount
segment has typically done well in a soft economic environment. A
planned repositioning of this business to incorporate a greater
proportion of private label goods is expected to further constrain
Save-A-Lot's sales over the next few quarters and may not provide
a meaningful boost to EBITDA.

On a consolidated basis, Fitch expects SVU's EBITDA will contract
from $742 million in the LTM period to a range of $650 million -
$700 million over the next one to two years, due to the
repositioning of the Save-A-Lot business and ongoing pressure on
the independent business.

Capital Structure

SVU's new debt structure will consist of a new five-year $900
million asset-based revolving credit facility, a six-year $1.5
billion secured term loan, and $1 billion of senior unsecured
notes maturing in May 2016. The new revolver and term loan will
replace and refinance SVU's existing $1.65 billion asset-based
revolver, $846 million term loan, and $490 million of 7.5% bonds
maturing in November 2014, which will be called.

This will leave SVU with debt of around $3 billion including
revolver borrowings and capital leases, resulting in moderately
high pro forma adjusted debt/EBITDAR of around 4.6x as of fiscal
year end February 2013, compared with 4.8x at Dec. 1, 2012. Fitch
expects leverage will be relatively steady over the next three
years, absent meaningful asset sales.

Based on expected FCF of $150 million - $200 million annually over
the next three years, SVU will be in a position to refinance a
portion of the $1 billion debt maturity in 2016. The balance will
have to be covered by asset sales or a refinancing. Fitch assumes
that, with Cerberus Capital Management taking an equity stake of
up to 30% in SVU, SVU's management will be more aggressive in
pursuing asset sales going forward. In that regard, the company's
new ABL facility and term loan make provision for a possible sale
of the Save-A-Lot business (with the first $750 million in
proceeds going towards pay down of the term loan).

The withdrawal of the New Albertson's and American Stores IDR's
and senior notes is due to the expectation that there will be no
disclosure from these entities after the sale is completed. The
senior notes at American Stores will be backed by a $467 million
escrow account, which equals the principal amount of the notes
outstanding. This strengthens the position of the notes and also
effectively alleviates the contingent liability at SUPERVALU Inc.
as a result of its downstream guarantee of the notes.

Recovery Analysis

Fitch's ratings on individual issues are based on the IDR and the
expected recovery in a distressed scenario. Fitch has allocated
across the capital structure an assumed enterprise value of $2.6
billion (after administrative claims). Fitch arrives at this
valuation by multiplying an assumed post-default EBITDA of $616
million (17% below the LTM level) by a 4.6x multiple.

The $900 million revolving ABL facility is backed by inventories,
receivables and prescription files, which are collectively valued
by Fitch at $1.2 billion. The $1.5 billion term loan, is backed by
real estate and a pledge of the shares of Moran Foods, LLC (Save-
A-Lot), which Fitch values at $1.5 billion assuming a 6x EBITDA
multiple. As such, both facilities are assumed to receive a full
recovery, leading to a rating on both facilities of 'BB-/RR1'.

The senior unsecured notes at the SUPERVALU INC. level are revised
to 'CCC+/RR5' from 'CCC+/RR3', which implies a 10% - 30% recovery
to these notes.

Fitch notes that in a liquidation scenario, SVU's company pension
underfunding of $989 million and multiemployer pension (MEPP)
underfunding of $496 million would rank ahead of the senior
unsecured notes given the unique structural priorities available
to the Pension Benefit Guarantee Corporation and pension plan
fiduciaries. Therefore, in a liquidation scenario, there would be
no recovery to the senior notes.

Rating Sensitivities:

A downgrade could result if negative operating trends across the
business begin to constrain FCF, making it more difficult to
address the 2016 maturity with a combination of FCF and asset
sales.

An upgrade could result with a reversal of negative business
trends supported by a turnaround of the Save-A-Lot segment, a
stabilization of the independent business, and steady results in
the retail food segment.

Fitch has taken these rating actions on SUPERVALU INC.:

-- IDR upgraded to 'B-' from 'CCC';
-- $900 million bank credit facilities assigned 'BB-/RR1';
-- $1.5 billion term loan assigned 'BB-/RR1';
-- Senior unsecured notes affirmed at 'CCC+'; Recovery Rating
    revised to 'RR5' from 'RR3'.

Fitch has withdrawn these ratings:

New Albertson's, Inc.
-- IDR 'CCC';
-- Senior unsecured notes 'CCC/RR4'.

American Stores Company, LLC
-- IDR 'CCC';
-- Senior unsecured notes 'B/RR1'.


TARGETED MEDICAL: Is Assigned Comprehensive Pharmaceutical Patent
-----------------------------------------------------------------
Targeted Medical Pharma, Inc., has been issued patent number
8370172 from the United States Patent and Trademark Office.  This
is the Company's seventh patent and relates to a system and method
for electronically submitting medication claims by point-of-care
physicians.  The patent officially was issued on Feb. 5, 2013.

"The issuance of this billing patent creates an opportunity for
our company and we anticipate that this patent will help increase
our revenue, spur development, and provide a powerful tool for our
customers," said William Shell, M.D., inventor of the patent, CEO
and chief scientific officer at Targeted Medical Pharma, Inc.

More information on patent number 8370172 can be found by visiting
http://bit.ly/TRGMPatent5

                    Registers 23 Million Shares

Targeted Medical filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
for sale of 23,008,782 shares of common stock, par value $0.001
per share, by the existing holders of the Company's securities, at
a proposed maximum aggregate offering price of $50.1 million.

The selling securityholders and intermediaries through whom those
securities are sold may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended, with respect to
the securities offered hereby, and any profits realized or
commissions received may be deemed underwriting compensation.

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

                        http://is.gd/IzlTy0

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

As reported in the TCR on July 19, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Targeted
Medical's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has losses for the
year ended Dec. 31, 2011, totaling $4,177,050 as well as
accumulated deficit amounting to $4,098,612.  "Further the Company
appears to have inadequate cash and cash equivalents of $147,364
as of Dec. 31, 2011, to cover projected operating costs for the
next 12 months.  As a result, the Company is dependent upon
further financing, development of revenue streams with shorter
collection times and accelerating collections on our physician
managed and hybrid revenue streams."

The Company's balance sheet at Sept. 30, 2012, showed $11.06
million in total assets, $13.53 million in total liabilities and a
$2.47 million total shareholders' deficit.


TEMBEC INC: S&P Cuts Corp. Credit & $305MM Notes Rating to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Montreal-based pulp, paper, and forest
product manufacturer Tembec Inc. to 'CCC+' from 'B-'.  The outlook
is developing.

S&P also lowered its issue-level rating on Tembec Industries
Inc.'s US$305 million senior secured notes to 'CCC+' from 'B-'.
The '3' recovery rating on the notes is unchanged.  A '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of default.  The notes are secured by a
first lien on all assets of Tembec and subsidiary Tembec
Industries Inc., but with a second-lien interest in the asset-
backed loan collateral.

"We base the downgrade on what we consider a weaker-than-expected
financial performance in 2012 resulting in constrained liquidity,
in addition to higher expected project costs and delayed cash
flows from Tembec's Temiscaming, Que., facility upgrade," said
Standard & Poor's credit analyst Jamie Koutsoukis.

The ratings on Tembec reflect what Standard & Poor's views as the
company's vulnerable business risk profile and highly leveraged
financial risk profile.  The ratings also reflect the company's
exposure to the cyclical housing construction market, volatility
in commodity pulp prices and currency, and historically weak
profitability.  These weaknesses are slightly mitigated, S&P
believes, by the company's sizable market share in specialty
dissolving pulp products and an improving cost profile.
Furthermore, the ratings incorporate risks inherent to a large
facility expansion project that has recently experienced
construction delays and cost overruns.

Tembec is an integrated forest products company that produces
various wood pulps, lumber, specialty coated paperboard,
newsprint, and chemicals.  Its operations are primarily in Canada,
with one mill in France and one resin facility in Ohio.

Construction delays have affected the Temiscaming dissolving pulp
facility upgrade and S&P expects the project's timeline will
extend approximately five months beyond the initial anticipated
completion date and cost about 15% more than the original budget.
While S&P remains optimistic about the benefits of stable energy
revenues from long-term power purchase agreements, the project
cost is substantial and S&P remain concerned about execution risk
and the company's available liquidity required to fund its capex
requirements.

The developing outlook reflects Standard & Poor's expectations of
continued constrained liquidity and highly leveraged credit
metrics in the near term.  S&P is concerned that increased capital
expenditure at Tembec's Temiscaming mill and delayed cash flows
from construction holdups will put further negative pressure on
the company's financial risk profile.  Furthermore, S&P remain
concerned about the company's liquidity as near-term fixed charges
and discretionary capital expenditures are onerous, and S&P
expects the company will need to rely on capital raised through
asset sales and term loan draws to fund this.  S&P could lower the
ratings if weak operating margins lead to a 15% decline in EBITDA
from our expectations, resulting in continued negative funds from
operations (FFO).  S&P could also lower the ratings if asset sales
fail to generate sufficient funds or further project delays and
cost overruns lead to a decline in the company's liquidity
position.  An upgrade would require the company to demonstrate
funding certainty and further progress on its Temiscaming facility
upgrades that result in a level of certainty regarding the project
completion date.


THQ INC: FTI Consulting Approved as Financial Advisor
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
THQ Inc., et al. to employ FTI Consulting Inc., as financial
advisor.

FTI will, among other things:

   a) assist the Debtors in forecasting and assessing their cash
      flow and liquidity position;

   b) assist with negotiations with key Debtors' stakeholders and
      assist in providing information to key stakeholders and
      their professional advisors; and

   c) assist the Debtors to evaluate strategic options.

FTI has requested that it be engaged under a general retainer.
FTI has received from the Debtors total on account cash of
$300,000.  FTI determined that currently, the remaining on-account
cash balance if $293,395.

The hourly rates of FTI's personnel are:

         Senior Managing Directors          $780 - $895
         Directors/Managing Directors       $560 - $745
         Consultants/ Senior Consultants    $280 - $530
         Administrative/Paraprofessionals   $115 - $230

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

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January 2013.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: Gibson Dunn OK'd as Bankruptcy and Restructuring Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
THQ Inc., et al. to employ Gibson, Dunn & Crutcher LLP as general
bankruptcy and restructuring counsel.

The Debtors relate that to avoid any duplication of efforts,
Gibson Dunn and Young Conaway Stargatt & Taylor, LLP have
discussed and will continue to discuss each firm's respective
responsibilities in connection with representation of the Debtors.

Prior to the Petition Date, Gibson Dunn held an advance payment
from the Debtors.  The original advance payment was $50,000 and
was increased to $100,000 on Oct. 24, 2012, which was further
increased to $495,210 shortly before the filing of the Petitions.
From time to time the advance payment would be applied to fees and
expenses earned and then replenished by the Debtors.

As of Dec. 19, 2012, the Debtors had an on-account balance of
$381,692.

To the best of the Debtors' knowledge, Gibson Dunn is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January 2013.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: Houlihan Lokey OK'd as Committee's Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of THQ Inc., et al., to retain Houlihan Lokey Capital, Inc.
as financial advisor and investment banker.

As reported in the Troubled Company Reporter on Jan. 22, 2013,
Houlihan Lokey's fees include: a monthly fee of $150,000 the first
month, $100,000 for each of the next two months and $50,000 for
each month thereafter.  Additionally Houlihan Lokey Capital will
be paid a deferred fee, equal to 5% of the value, in excess of
$3 million of all assets designated by the applicable deferred fee
transaction.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January 2013.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOP QUALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Top Quality Glass & Mirror Co., Inc., Debtor
        c/o Stephen C. Watts, Sr.
        2260 E. 38th Street
        Indianapolis, IN 46218
        Tel: (317) 568-4198
        E-mail: swatts@topqualityglass.com

Bankruptcy Case No.: 13-01182

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Robyn L. Moberly

Debtor's Counsel: Kay Dee Baird, Esq.
                  KRIEG DEVAULT, LLP
                  One Indiana Square, Suite 2800
                  Indianapolis, IN 46204
                  Tel: (317) 636-4341
                  Fax: (317) 636-1507
                  E-mail: kbaird@kdlegal.com

                         - and ?

                  Martha R. Lehman, Esq.
                  KRIEG DEVAULT, LLP
                  1 Indiana Square, Suite 2800
                  Indianapolis, IN 46204-2079
                  Tel: (317) 636-4341
                  E-mail: mlehman@kdlegal.com

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

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

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

The petition was signed by Stephen C. Watts, Sr., president.


TRANSACTA PRIVE: $20-Mil. Initial Bid for Beach Hotel Gets OK
-------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
bankruptcy judge on Friday approved a $20 million stalking horse
bid for the sale of developer Transacta Prive Developers Ltd.'s
primary asset, a shuttered Howard Johnson hotel on the beach in
Fort Lauderdale that the developer had hoped to turn into
condominiums.

The report related that in a hearing Friday morning, U.S.
Bankruptcy Judge Raymond B. Ray approved a stalking horse bid from
Chieftain Holdings LP, according to Lisa Schiller of Rice Pugatch
Robinson & Schiller PA, who represents Transacta's largest secured
creditor, BankUnited.

                      About Transacta Prive

Transacta Prive Developers, Ltd., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-30635) in Fort Lauderdale, Florida,
on Aug. 29, 2012.  The Debtor estimated more than $50 million in
liabilities but just less than $50,000 in assets.  BankUnited is
owed $15 million. Transacta Prive Holdings, LLC, which owns 50% of
the Debtor, has not filed its own Chapter 11 petition.


UNITED CONTINENTAL: S&P Assigns 'B' Rating to 3 Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
to United Continental Holdings Inc.'s (B/Stable/--)
$326.192 million 6% notes due 2026, $326.191 million 6% notes
due 2028, and $400 million 8% notes due 2024.  S&P also assigned
its '4' recovery rating, indicating its expectation of average
(30%-50%) recovery in a default scenario.  The notes are
guaranteed by subsidiary United Air Lines Inc. (B/Stable/--) and
were issued to the Pension Benefit Guaranty Corp. (PBGC) pursuant
to an agreement reached Dec. 31, 2012.  The notes were exchanged
for existing 6% senior notes due 2031 and 8% senior contingent
notes held by the PBGC as part of an agreement with United
Continental Holdings predecessor UAL Corp. and with United in
their bankruptcy reorganization.

Issuance of the new notes and retirement of the existing PBGC
notes have no material impact on S&P's recovery analysis of United
Continental or its subsidiaries United and Continental Airlines
Inc.  S&P raised its issue ratings on senior unsecured debt of the
subsidiaries and on parent debt guaranteed by United to 'B' and
S&P's recovery rating to '4', indicating its expectations of
average (30%-50%) recovery in a default scenario, on Nov. 20,
2012.

RATINGS LIST

United Continental Holdings Inc.
Corporate Credit Rating                B/Stable/--

New Ratings

United Continental Holdings Inc.
Senior unsecured
  $326.192 mil. 6% notes due 2026       B
   Recovery rating                      4

  $326.191 mil. 6% notes due 2028       B
   Recovery rating                      4

  $400 mil. 8% notes due 2024           B
   Recovery rating                      4


USEC INC: Global X Owns 6.1% of Shares as of Dec. 31
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Global X Management Company LLC disclosed that, as of
Dec. 31, 2012, it beneficially owns 7,594,240 shares of common
stock of USEC Inc. representing 6.12% of the shares outstanding.
A copy of the filing is available at http://is.gd/vFGjOl

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change.  If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash.  We do not have adequate cash to repurchase the notes.  In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection," according to the Company's
quarterly report for the period ended Sept. 30, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VERENIUM CORP: Austin Marxe Owns 12.1% of Shares as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of Dec. 31, 2012, it beneficially owns
1,563,049 shares of common stock of Verenium Corporation
representing 12.1% of the shares outstanding.  Austin Marxe
previously reported beneficial ownership of 1,287,039 common
shares or a 10.2% equity stake as of June 30, 2011.  A copy of the
amended filing is available for free at http://is.gd/pvXvGo

                         About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

The Company's balance sheet at Sept. 30, 2012, showed $48 million
in total assets, $14.44 million in total liabilities and $33.55
million in total stockholders' equity.

                         Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond 2012 without
additional sources of cash.  If we are unable to raise additional
capital, we will need to defer, reduce or eliminate significant
planned expenditures, restructure or significantly curtail our
operations, sell some or all our assets, file for bankruptcy or
cease operations," the Company said in its quarterly report for
the period ended Sept. 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VERINT SYSTEMS: S&P Assigns 'BB-' Rating to $850MM Loans
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating to
U.S.-based security and business intelligence provider Verint
Systems Inc.'s $650 million first-lien term loan maturing in
2019 and $200 million revolver maturing in 2018.  The recovery
rating is '3', indicating S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default.  The company is
amending and extending its existing facilities and upsizing them
both.

S&P's 'BB-' corporate credit rating on Melville, N.Y.-based Verint
is unchanged.

The ratings on Verint are based on S&P's assessment of the
company's "weak" business risk profile, reflecting reliance on a
specialized product offering within the highly competitive
software industry, and its "significant" financial risk profile,
characterized by moderately high leverage.  This transaction will
increase leverage slightly from the estimated October 2012 level
of 3.3x to 3.6x.

S&P's stable outlook  reflects its expectation that the company
will maintain leverage at or below 4x, which should provide
flexibility to pursue its growth strategy.  S&P could raise the
rating if the company further reduces leverage and sustains it in
the 2.5x area, while continuing to grow revenues in the mid- to
high-single digits and maintain margins near current levels.

S&P could lower the rating if the company makes acquisitions or
undertakes other actions that would cause leverage to rise above
4.5x on a sustained basis.

RATINGS LIST

Verint Systems Inc.
Corporate Credit Rating                    BB-/Stable/--

New Rating
Verint Systems Inc.

$650 Mil. First-Lien Term Loan Due 2019     BB-
   Recovery Rating                          3
$200 Mil. Revolv. Credit Fac. Due 2018      BB-
   Recovery Rating                          3


VERINT SYSTEMS: Moody's Assigns B1 Rating to New Bank Facilities
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Verint Systems,
Inc.'s proposed senior secured bank facilities, affirmed the
company's B1 corporate family rating and revised the ratings
outlook to positive from stable. The proposed debt facilities will
be used to refinance existing debt and add cash to the balance
sheet.

Ratings Rationale:

The outlook revision reflects the potential for continued
improvement in revenues, operating profit and free cash flow,
which if continued, could lead to an upgrade in ratings. The B1
ratings assigned to the proposed debt facilities are the same as
the corporate family rating as the debt facilities will make up
the vast majority of the capital structure. The debt instrument
ratings were determined in conjunction with Moody's Loss Given
Default Methodology.

The ratings could be upgraded if Verint continues to grow
revenues, operating profit and free cash flow, liquidity remains
strong and leverage is expected to be sustained below 3.75x.
Though leverage increases modestly as a result of the proposed
debt raise to approximately 4.5x, net leverage remains moderate at
2.9x given the company's strong cash balance ($192 million as of
October 2012 with an additional $67 million as a result of the
proposed debt raise).

Verint recently merged a subsidiary with its largest shareholder,
Comverse Technology, Inc. ("CTI" with an effective 53% stake)
resulting in Verint becoming an independent company with 100% of
its shares now owned by the public. The transaction greatly
simplified Verint's ownership structure, eliminated $286 million
of preferred stock held by CTI and resulted in a board composed
predominantly of independent directors. Though not a ratings
driver in and of itself, the transaction positively impacts the
corporate governance profile of the company.

Assignments:

Issuer: Verint Systems Inc.

US$650M Senior Secured Bank Credit Facility, Assigned B1, LGD3, 48
%

US$200M Senior Secured Bank Credit Facility, Assigned B1, LGD3, 48
%

Outlook Actions:

Issuer: Verint Systems Inc.

Outlook, Changed To Positive from Stable

Affirmations:

Issuer: Verint Systems Inc.

Probability of Default Rating, Affirmed B1-PD

Corporate Family Rating, Affirmed B1

The principal methodology used in this rating was the Global
Software Industry published in October 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.

Verint Systems Inc., headquartered in Melville, NY, provides
analytic software and related products for the workforce
optimization and communications and security intelligence markets.
Verint had revenues of $823 million for the twelve months ended
October 31, 2012.


VERTIS HOLDINGS: Wants Until May 8 to File Chapter 11 Plan
----------------------------------------------------------
Vertis Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend their exclusive periods to file
a proposed Chapter 11 Plan until May 8, 2013, and solicit
acceptances for that plan until July 8, respectively.

According to the Debtors, an extension beyond Feb. 7 will enable
them to continue sensitive discussions with the term lenders, the
creditors committee and other stakeholders.

The Debtors, in close coordination with the term lenders and the
Creditors' Committee, are now in the process of evaluating the
Debtors' remaining assets and liabilities, in furtherance of the
winding down of the Debtors' estates.

The Debtors relate that they obtained Court approval of the sale
of substantially all of their assets to Quad/Graphics Marketing,
LLC, and closed the sale on Jan. 16, 2013.

A hearing on March 25 at 11 a.m. has been set.  Objections, if
any, are due Feb. 21, at 4 p.m.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

Quad/Graphics on Jan. 16, 2013, disclosed it completed the
acquisition of substantially all of the assets of Vertis Holdings
for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.




W.P.I.P. INC: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: W.P.I.P., Inc.
        601 West Patapsco Avenue
        Baltimore, MD 21225

Bankruptcy Case No.: 13-12517

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Craig Palik, Esq.
                  MCNAMEE HOSEA, P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Fax: (301) 982-9450
                  E-mail: cpalik@mhlawyers.com

                         - and ?

                  James Greenan, Esq.
                  MCNAMEE HOSEA, P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.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 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb13-12517.pdf

The petition was signed by Manus Edward Suddreth, president.


W.R. GRACE: Seeks Court OK to Pay $50MM for Retirement Plans
------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates asked for approval
from Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to make contributions of about $50 million
to the company's retirement plans.

In a court filing, W.R. Grace asked Judge Fitzgerald to authorize
the company to make contributions to a trust, which holds assets
for the benefit of its retirement plans for U.S.-based employees.

The contributions, if approved, would yield as much as $18.5
million in cash tax savings, according to W.R. Grace's lawyer,
Kathleen Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

In 2011, W.R. Grace yielded about $56 million in cash tax savings
from its 245.6 million contribution.  Meanwhile, the company
yielded about $38 million in cash tax savings from its $109.3
million contribution in the first quarter of 2012.

Ms. Makowski said the 2013 contributions will maintain the plan's
funding levels at 90% as well as the company's "glide path asset
allocation" and risk mitigation strategy.

A court hearing is scheduled for April 2.  Objections are due by
March 8.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or   215/945-7000)


W.R. GRACE: Wins OK to Extend Terms of ART Credit Agreements
------------------------------------------------------------
W.R. Grace & Co. won court approval to extend the terms of its
credit agreements with Advanced Refining Technologies LLC for
another year.

In a February 13 decision, Judge Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware authorized the
company to extend the agreements' termination date from
February 28, 2013, to February 28, 2014.

The agreements provide $15 million revolving line of credit to
Advanced Refining, a joint venture that W. R. Grace & Co.-
Conn. formed with Chevron Products Co. to manufacture and sell
hydroprocessing catalysts.

W. R. Grace & Co.-Conn. and Chevron provide financing to Advanced
Refining for working capital requirements so that excess cash
from its operations can be used to pay dividends to the
companies, or to fund its growth without such cash having to be
tied up to fund periodic working capital "spikes."

W. R. Grace said it will continue to require the existing lines
of credit as it expects to continue experiencing such spikes in
working capital requirements.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or   215/945-7000)


W.R. GRACE: Reaches Settlement With EPA on Nashville Site
---------------------------------------------------------
W.R. Grace & Co. entered into a settlement agreement with the
U.S. Environmental Protection Agency, which provides for the
performance of a removal action by the company concerning a site
in Nashville, Tennessee.

The Nashville site, which covers a total of 1.5 acres, is the
location of a former vermiculite exfoliation plant that the
company operated for more than 20 years before closing it in
1989.

In 2010 and 2011, EPA collected soil samples at the Nashville
site, which were found to have been contaminated with asbestos.

The levels of asbestos detected in the soil at the site, if not
addressed by implementation of the work pursuant to the
settlement agreement, "may pose an imminent and substantial
threat," according to court filings.

A full-text copy of the settlement agreement can be accessed for
free at http://is.gd/YpR74b

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or   215/945-7000)


WARNACO GROUP: Moody's Withdraws All Ratings Following PVH Buyout
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Warnaco Group,
Inc. and its subsidiaries

The following ratings, which were placed on review for possible
downgrade on November 1, 2012, are being withdrawn following the
completion of the acquisition of Warnaco by PVH Corp. (Ba2/stable)
and the repayment of all of Warnaco's outstanding rated debt:

Warnaco Group, Inc.

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1-PD

Warnaco Inc.

$197 million term loan due 2018 at Ba1 (LGD 3, 46%)

The Warnaco Group, Inc., headquartered in New York, New York
designs, sources, markets, licenses and distributes a broad line
of intimate apparel, sportswear and swimwear worldwide under a
variety of brands such as Calvin Klein, Speedo, Chaps, Warner's
and Olga.


WASTE INDUSTRIES: Moody's Rates New US$100MM Debt Add-on 'B1'
-------------------------------------------------------------
Moody's Investors Service rated Waste Industries USA, Inc.'s $100
million add-on term loan B1/LGD3-49%, in line with the ratings for
the company's existing $425 million term loan and $325 million
secured revolving credit facility. The company will apply proceeds
of the new debt to pay down acquisition oriented revolver
borrowing.

Moody's also affirmed Waste Industries' B1 CFR and B1-PD PDR. The
rating outlook remains negative due to lingering concerns about
rising leverage in the context of a weak operating environment.

Ratings

Corporate Family Rating: affirmed B1

Probability of Default: affirmed B1-PD

$325 million secured revolving credit facility rated affirmed
B1/LGD3-49%

$425 million secured term loan rated affirmed B1/LGD3-49%

$100 million add on term loan assigned B1/LGD3-49%

Outlook remains negative

Ratings Rationale:

The B1 CFR rating is driven by Waste Industries' strong market
share in the Southeastern United States markets served by the
company's municipal solid waste collection and disposal services.
This strong competitive position has supported the company's
higher than peer average EBITDA margins. Operating performance
through much of 2012 was weaker than in previous years, though
consistent with rated MSW companies. Adjusted leverage has
remained in the 4.1-4.5x range since the rating was assigned in
February 2011, but has remained at the high end of that range
since mid-2012 due to the higher acquisition pace and represented
a departure from Moody's prevailing understanding of management's
risk tolerance. Moody's is concerned Waste Industries will take
advantage of the credit facility's loosened leverage covenant and
approach the 5.25x limit, particularly in the context of
challenging operating conditions, and raises questions about the
company's commitment to the B1 rating.

Maintenance of leverage at or below 4.5x and improvement of the
MSW operating environment could lead to the outlook returning to
stable.

Reduction in leverage to the mid 3x and free cash flow to debt
improving to 10% could lead to positive rating momentum. This
scenario seems unlikely in the term given the company's
acquisition appetite. Leverage approaching 5x or EBIT interest
coverage deteriorating to 1.5x could lead to negative rating
momentum.

The company has good liquidity and is expected to maintain it even
if the company materially increases revolver funded acquisition
activity, a reflection of the size of the facility relative to the
company's asset base.

The principal methodology used in this rating was the Solid Waste
Management Industry published in February 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.

Waste Industries USA, Inc. headquartered in Raleigh, North
Carolina is a regional provider of solid non-hazardous waste
collection, transfer, disposal, and recycling services to
commercial, industrial and residential customers. Revenues in the
twelve months ending September 30, 2012 were about $450 million.
The company's collection business, concentrated in the
Southeastern U.S., represents the bulk of the company's revenues,
with a significantly lower revenue portion derived from transfer
stations and landfills. Waste Industries is owned by a fund
affiliated with the Macquarie Infrastructure Partners.


WEST CORPORATION: Gets Lender Consent to Amend Credit Agreement
---------------------------------------------------------------
West Corporation on Feb. 18 disclosed that it has received lender
consent to amend the credit agreement governing its senior secured
credit facilities.

The amendment to the credit agreement is expected to modify the
Company's senior secured credit facilities as follows:

-- reduce the applicable margins of all term loans and lower the
LIBOR and base rate floors of all term loans;

-- extend the maturity of a portion of the term loans due July
2016 to June 2018; and

-- add a further step down to the applicable margins of all term
loans upon satisfaction of certain conditions.

Upon closing, the Company expects to have outstanding the
following term loan tranches:

-- Approximately $2.1 billion of term loans due 2018 at a rate of
LIBOR + 3.25% with a 1.0% LIBOR floor (base rate loans to be at a
rate of base rate + 2.25% with a 2.0% base rate floor)

-- Approximately $0.3 billion of term loans due 2016 at a rate of
LIBOR + 2.75% with a 1.0% LIBOR floor (base rate loans to be at a
rate of base rate + 1.75% with a 2.0% base rate floor)

Both loan tranches are subject to an additional step down to the
applicable margins by 0.50% conditioned upon completion by the
Company of an initial public offering and the Company attaining
and maintaining a total leverage ratio less than or equal to
4.75:1.00.

Completion of the amendment is subject to customary closing
conditions.

West Corporation CFO, Paul Mendlik stated: "These changes will
improve West's capital structure by extending the maturity of $1.1
billion of funded debt from July 2016 to June 2018 and reduce our
annual interest expense by approximately $35.6 million."

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WKI HOLDING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Rosemont, Ill.-based WKI Holding Co.
Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to
primary operating company subsidiaries', World Kitchen LLC and
Snapware Corp., proposed $270 million senior secured credit
facility.  The facility includes a $90 million revolving credit
facility due 2018 and $180 million senior secured term loan due
2019.  The recovery rating is '2', indicating S&P's expectation
that lenders would receive substantial (70% to 90%) recovery in
the event of payment default.  The transaction is expected to
close before March 31, 2013.  S&P's ratings are based on
preliminary terms and documentation and could change based on
final documents.

The amount of reported debt pro forma for the proposed refinancing
is about $186 million.

The ratings on World Kitchen reflect S&P's view that the company's
financial risk profile is "highly leveraged" and that the business
risk profile is "vulnerable."

"World Kitchen's highly leveraged financial risk profile reflects
its weak credit metrics and expected minimal free cash flow, and
our belief that it has an aggressive financial policy," said
Standard & Poor's credit analyst Stephanie Harter.

The company is proposing to refinance its capital structure with
new debt consisting of a $90 million revolving credit facility due
2018 and $180 million senior secured term loan due 2019.

Key credit factors considered in S&P's assessment of World
Kitchen's vulnerable business risk profile include the company's
participation in the competitive and highly fragmented kitchenware
industry, which has low barriers-to-entry in some categories, and
a narrow product focus.  S&P believes the company's products are
also vulnerable to changes in consumer tastes and cutbacks in
discretionary spending.


XCELL ENERGY: Files for Chapter 11 in Kentucky
----------------------------------------------
Xcell Energy and Coal Company, LLC, filed a bare-bones Chapter 11
petition (Bankr. E.D. Ky. Case No. 13-70095) in Pikeville,
Kentucky on Feb. 14, 2013.  Scarsdale, New York-based Energy
Investment Group, LLC, owns 100% of the stock of Paintsville,
Kentucky-based Xcell Energy.  The Debtor estimated assets and
debts in excess of $10 million.  Jamie L. Harris, Esq., at
DelCotto Law Group PLLC, in Lexington, serves as counsel to the
Debtor.


* Banks' Deferred Compensation Draws Fed's Scrutiny
---------------------------------------------------
Aaron Lucchetti and Michael Rapoport, writing for The Wall Street
Journal, reported that U.S. banks and securities firms would have
to step up their compensation disclosures under rules being
considered by the Federal Reserve, said a person familiar with the
central bank's regulatory efforts.

WSJ related that the rules are in the formative stages and
wouldn't take effect for some time but an early draft has
circulated internally at the Fed, this person said, marking a step
on the path toward a public proposal.

WSJ added that the Fed's push ultimately could give investors
sheaves of new data on how and when companies pay their employees
-- including scarce numbers on how much compensation has been
promised but not yet paid out.  According to the report, the
consideration comes as Wall Street, under pressure to curb risk
taking and bring down costs, embraces so-called deferred pay as
never before. Morgan Stanley last month deferred the entire annual
bonuses of thousands of high-paid employees, meaning they won't
finish collecting their 2012 pay until 2016, WSJ pointed out.

While companies in many industries use restricted stock and
options to help compensate employees, financial firms are
essentially the only ones that rely so heavily on deferrals as a
key part of employee pay, according to WSJ.  Currently, large U.S.
banks generally don't disclose how much compensation they defer or
how much they book in costs as past years' deferrals are paid out.
The figures are important because the timing of payouts can affect
earnings, expenses and investor assessments of management
effectiveness.

WSJ said banks in Europe typically provide more information on
deferred pay than those in the U.S. although U.S. firms make
extensive disclosures about the pay packages of their top
executives and include information about restricted stock grants
in their annual reports.  WSJ said a rule proposed by the
Financial Industry Regulatory Authority would force brokers to
disclose for a year to their former clients any sum $50,000 and
over they receive as incentive compensation to switch firms.

Morgan Stanley has been among the most aggressive U.S. firms in
deferring pay, according to WSJ.


* Warren Continues the Fight for the CFPB
-----------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
Massachusetts senator, Elizabeth Warren, continues to fight to
keep the upstart Consumer Financial Protection Bureau's power
intact as her Republican colleagues vow to block the confirmation
of CFPB director Richard Cordray.

The Post related that Senate Republicans are urging President
Obama to alter the structure of the bureau by subjecting it to
annual appropriations and installing a five-member board for
greater transparency and accountability.  The White House,
according to the report, insists that the bureau remains an
independent regulator.  Consumer groups say the GOP's structural
argument is an attempt to destroy the agency, after a failed
campaign against its creation.

Efforts to dismantle the CFPB gained momentum last month, when a
federal appeals court said the president exceeded his
constitutional authority by making appointments when the Senate
was on break, the Post related. While the ruling was aimed at the
three members of the National Labor Relations Board, it could help
a separate lawsuit seeking in part to use the same constitutional
argument to remove Cordray, according to the Post.

The Post said despite the assault on the structure of the CFPB,
the agency has been lauded by both consumer groups and the
financial services industry for its work. The bureau has written
several critical rules to reform mortgage lending and leveled
enforcement actions against banks involved in deceptive marketing.


* Chapter 11 Tools Help Airline Consolidations Take Flight
----------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Chapter 11 often paves the way for merger deals by giving
airlines the legal tools and bargaining power they need to become
leaner and more competitive, and thus more alluring as a
prospective merger partner.

As in the case of American Airlines, which on Thursday announced
its plans to merge with US Airways Group Inc., WSJ noted.  The
deal would be the latest in a line of airline mergers that
concluded, or shortly followed, a court-supervised restructuring,
WSJ noted.

WSJ related that US Airways itself is the product of a bankruptcy
merger with American West Airlines nearly a decade ago, and AMR
acquired Trans World Airlines from its 2001 bankruptcy case. Delta
Air Lines Inc. and Northwest Airlines, which filed for Chapter 11
protection on the same day in September 2005 and exited in 2007,
announced their merger the following year and about four years
passed between United Airlines' exit from bankruptcy before it
launched its merger with Continental, becoming United Continental
Holdings Inc., WSJ further related.

"The airlines file bankruptcy because they want to achieve some of
things that they can achieve in bankruptcy. They can restructure
or eliminate their debt. They can reject unprofitable contracts or
leases. They can rationalize or reduce their pensions [and]
renegotiate aircraft leases," said attorney Michael L. Bernstein,
who represented US Airways in its 2004 Chapter 11 case, WSJ cited.
"By doing those things, they make themselves a more attractive
merger target."

WSJ, citing airline consultant Webster O'Brien, said the industry
faces pressure to consolidate as a means of boosting revenue and
driving down costs. By combining forces, airlines can offer more
destinations to customers and improve the efficiency of their
back-office operations, WSJ said.

Many of the airlines' biggest costs are tied to long-term
contracts and leases, like labor agreements with their unionized
workforce or leases for their fleets of jets and Chapter 11 has a
legal framework for changing contract terms or dropping them
altogether if a deal can't be reached, WSJ noted.


* Dallas Atty. J. Erler Joins Gruber Hurst's Bankruptcy Section
---------------------------------------------------------------
Noted Dallas bankruptcy attorney Jeffrey R. Erler has joined the
Dallas litigation firm of Gruber Hurst Johansen Hail Shank LLP as
a Partner and practice leader for the firm's bankruptcy and
financial restructuring section.

During the past 20 years Mr. Erler has represented major banks,
asset-based lenders, trustees, creditors' committees, creditors
and debtors in bankruptcy reorganizations, liquidations, and
litigation across a variety of industries.  He has also served
clients in receiverships, out-of-court workouts, personal property
reorganization and sales, and real estate foreclosures.  He joins
Gruber Hurst from the Dallas office of Bell Nunnally & Martin LLP.

"We're very fortunate to have Jeff bring his legal expertise to
the firm," says Mark Johansen, one of Gruber Hurst's founding
partners.  "The list of clients he's represented, and the scale
and issues involved in those matters, is truly impressive."

Mr. Erler was named to the list of Texas' "Rising Stars" of the
state's top young attorneys a total of six times between 2004 and
2011, and was selected for inclusion to the list of "Texas Super
Lawyers" in 2012.  He earned his law degree from Southern
Methodist University's Dedman School of Law in 1996, and received
his undergraduate degree from Texas A&M University in 1993.

Mr. Erler is a frequent speaker for the National Business
Institute and other organizations on topics related to creditor
representation, such as insolvency actions, litigation and
collection efforts.  A member of the Dallas Bar Association and
American Bar Association, he is also active in the American
Bankruptcy Institute, the Aircraft Owners and Pilots Association
and serves on the Foundation Board of Directors of Lovers Lane
United Methodist Church in Dallas.

Gruber Hurst Johansen Hail Shank LLP -- http://www.ghjhlaw.com--
focuses on the business needs of its clients in trying complex
commercial litigation in courtrooms across Texas.  The firm's
experience includes matters involving securities, financial
services, employment, intellectual property, technology, products
liability and other commercial cases.  Clients include leading
companies -- large and small -- and individuals in the fields of
private equity, real estate, manufacturing, professional services,
energy and retail.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker         ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        121.7      (14.0)     (11.3)
ACELRX PHARMA     ACRX US        28.2       (0.3)      13.1
AK STEEL HLDG     AKS US      3,903.1      (91.0)     630.3
AMC NETWORKS-A    AMCX US     2,152.9     (915.4)     505.9
AMER AXLE & MFG   AXL US      2,866.0     (120.8)     271.3
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,096.6      (25.6)     (26.5)
AMYLIN PHARMACEU  AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA   ARRY US       128.4      (31.7)      64.0
AUTOZONE INC      AZO US      6,398.0   (1,591.4)    (682.2)
BERRY PLASTICS G  BERY US     5,050.0     (313.0)     482.0
BLUELINX HOLDING  BXC US        544.7      (20.6)     272.4
CABLEVISION SY-A  CVC US      7,285.3   (5,730.1)     (85.3)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CHOICE HOTELS     CHH US        510.8     (548.9)      57.3
CIENA CORP        CIEN US     1,881.1      (89.0)     730.7
CINCINNATI BELL   CBB US      2,752.3     (684.6)     (68.2)
COMVERSE INC      CNSI US       823.2      (28.4)     (48.9)
DELTA AIR LI      DAL US     44,550.0   (2,131.0)  (4,998.0)
DIRECTV           DTV US     20,555.0   (5,031.0)      13.0
DOMINO'S PIZZA    DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET  DNB US      1,821.6     (765.7)    (615.8)
DYAX CORP         DYAX US        55.5      (51.6)      21.5
DYNEGY INC        DYN US      5,971.0   (1,150.0)   1,364.0
EXONE CO/THE      XONE US        27.4       (0.7)      (7.3)
FAIRPOINT COMMUN  FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP     FGP US      1,429.0      (69.6)     (70.7)
FIESTA RESTAURAN  FRGI US       289.7        6.6      (13.1)
FIFTH & PACIFIC   FNP US        843.4     (192.2)      33.5
FREESCALE SEMICO  FSL US      3,171.0   (4,531.0)   1,186.0
GENCORP INC       GY US         919.3     (388.8)      49.5
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL  GKK US      2,236.3     (293.1)       -
HCA HOLDINGS INC  HCA US     28,075.0   (8,341.0)   1,591.0
HOVNANIAN ENT-A   HOV US      1,684.2     (485.3)     870.1
HOVNANIAN ENT-B   HOVVB US    1,684.2     (485.3)     870.1
HUGHES TELEMATIC  HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP       INCY US       296.5     (220.0)     141.1
INFOR US INC      LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN       1,510.8     (273.1)    (287.1)
JUST ENERGY GROU  JE US       1,510.8     (273.1)    (287.1)
LEHIGH GAS PARTN  LGP US        303.2      (38.1)     (18.9)
LIMITED BRANDS    LTD US      6,427.0     (515.0)     973.0
LIN TV CORP-CL A  TVL US        864.4      (35.0)      67.2
LORILLARD INC     LO US       3,396.0   (1,777.0)   1,176.0
MARRIOTT INTL-A   MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC       MTOR US     2,341.0   (1,011.0)     224.0
MONEYGRAM INTERN  MGI US      5,150.6     (161.4)     (35.5)
MORGANS HOTEL GR  MHGC US       577.0     (125.2)      (8.7)
NATIONAL CINEMED  NCMI US       828.0     (347.7)     107.6
NAVISTAR INTL     NAV US      9,102.0   (3,260.0)   1,484.0
NEXSTAR BROADC-A  NXST US       611.4     (160.3)      35.1
NPS PHARM INC     NPSP US       165.5      (46.7)     121.9
NYMOX PHARMACEUT  NYMX US         2.1       (7.7)      (1.6)
ODYSSEY MARINE    OMEX US        33.6      (22.2)     (25.4)
ORBITZ WORLDWIDE  OWW US        834.3     (142.7)    (247.7)
ORGANOVO HOLDING  ONVO US         9.0      (27.4)       7.3
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       249.9     (115.5)     170.6
PEER REVIEW MEDI  PRVW US         2.1       (3.4)      (4.0)
PHILIP MORRIS IN  PM US      37,670.0   (1,853.0)    (426.0)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       513.1      (19.7)      62.0
REALOGY HOLDINGS  RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A  RGC US      2,198.1     (552.4)      77.4
REGULUS THERAPEU  RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A      REV US      1,236.6     (649.3)      88.1
RLJ ACQUISITI-UT  RLJAU US        0.0       (0.0)      (0.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,969.9     (157.2)     637.4
SAREPTA THERAPEU  SRPT US        53.1       (4.6)     (13.0)
SHUTTERSTOCK INC  SSTK US        46.7      (29.9)     (32.9)
SINCLAIR BROAD-A  SBGI US     2,245.5      (52.4)     (14.1)
TAUBMAN CENTERS   TCO US      3,268.5     (344.9)       -
TESLA MOTORS      TSLA US       809.2      (27.9)    (101.3)
TESORO LOGISTICS  TLLP US       291.3      (78.5)      50.7
THERAPEUTICS MD   TXMD US         3.5       (4.3)      (2.2)
THRESHOLD PHARMA  THLD US        86.2      (44.1)      68.2
ULTRA PETROLEUM   UPL US      2,593.6     (109.6)    (266.6)
UNISYS CORP       UIS US      2,420.4   (1,588.7)     482.1
VECTOR GROUP LTD  VGR US        885.6     (102.9)     243.0
VERISIGN INC      VRSN US     2,100.5       (9.3)     986.5
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,198.0   (1,720.4)    (273.7)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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